We are advising Truist on the transaction

Davis Polk is advising Truist Financial Corporation in connection with the sale of Sterling Capital Management LLC to Guardian Capital LLC, a wholly owned subsidiary of Guardian Capital Group Limited. The financial terms of the transaction include a payment of $70 million on closing to purchase 100% of the equity capital of Sterling, subject to customary purchase price adjustments and future earn-out incentives. The transaction is expected to close in the second quarter of 2024, subject to customary consents and approvals for transactions of this nature.

Founded in 1872 and headquartered in Charlotte, North Carolina, Truist is a commercial bank with total assets of $535 billion as of December 31, 2023.

Founded in 1970 and also headquartered in Charlotte, Sterling Capital Management is an independently operated subsidiary of Truist Financial Corporation. As of December 31, 2023, Sterling Capital had over $76 billion in assets under management and advisement. Sterling Capital provides investment advisory services through mutual funds, separately managed accounts, model portfolios and other commingled vehicles offered through a variety of intermediary and managed account platforms.

Founded in 1962 and headquartered in Toronto, Ontario, Guardian is a global investment management company servicing institutional, retail and private clients through its subsidiaries. As of September 30, 2023, Guardian had $42 billion of total client assets while managing a proprietary investment portfolio with a fair market value of $1 billion.

The financial institutions M&A team includes partners Evan Rosen, Margaret E. Tahyar and Eric McLaughlin and counsel Lisa Ogust Cammer. Partner Adam Kaminsky is providing executive compensation advice. Partner Pritesh P. Shah and associate Brette L. Trost are providing intellectual property advice. Partner William A. Curran and associate Danielle Rapaccioli are providing tax advice. Partner Gregory S. Rowland and counsel Matthew R. Silver are providing investment management advice. Members of the Davis Polk team are based in the New York and Washington DC offices.

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