8-KRegulation FDExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Regulation FD Disclosure (May 21, 2007)

Filed May 21, 2007For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) announced a significant strategic move on May 21, 2007, with the acquisition of R&G Crown Bank, FSB by its wholly-owned subsidiary, Fifth Third Financial Corporation. This acquisition, valued at approximately $288 million plus the assumption of $50 million in trust preferred securities, aims to expand Fifth Third's presence. Additionally, the company will acquire land leased by Crown for $16 million. The transaction is contingent upon regulatory approvals, including the resolution of Crown's existing Cease and Desist order, and is anticipated to close in the fourth quarter of 2007. In parallel, Fifth Third Bancorp also disclosed a new Share Repurchase Program, authorized by its Board of Directors. This program allows for the repurchase of up to 30 million common shares from the open market or through private transactions, intended for stock-based compensation and other corporate uses. Investors should note that the R&G Crown Bank acquisition is subject to several conditions, including regulatory clearance and financial statement compliance, which may impact the timeline and finalization of the deal.

Key Highlights

  • 1Fifth Third Bancorp, through its subsidiary Fifth Third Financial, is acquiring R&G Crown Bank, FSB for $288 million.
  • 2The acquisition includes the assumption of $50 million in trust preferred securities from R&G Financial.
  • 3Fifth Third Financial will also acquire land leased by Crown for $16 million to secure branch locations.
  • 4The transaction is subject to regulatory approval, notably the lifting of Crown Bank's Cease and Desist order.
  • 5The deal is expected to be finalized in the fourth quarter of 2007.
  • 6Fifth Third Bancorp announced a new share repurchase program to buy back up to 30 million common shares.
  • 7The share repurchase program is for stock-based compensation and other corporate purposes.

Frequently Asked Questions

This 8-K filing is primarily to disclose two significant corporate events: the entry into a Stock Purchase Agreement for Fifth Third Financial to acquire R&G Crown Bank, FSB, and the announcement of a new Share Repurchase Program authorized by Fifth Third Bancorp's Board of Directors.

Fifth Third Financial will pay $288 million in cash to R&G Financial for 100% of R&G Crown Bank's stock. Additionally, Fifth Third Financial will assume $50 million of trust preferred securities and pay $16 million to acquire land currently leased by Crown.

The acquisition is subject to several conditions, including regulatory approval, the successful lifting of Crown Bank's Cease and Desist order, a minimum closing adjusted tangible book value, and the preparation of financial statements in accordance with generally accepted accounting principles.

The Share Repurchase Program authorizes Fifth Third Bancorp to acquire up to 30 million of its common shares. These repurchases can occur in the open market or through private transactions, and the shares are intended for use in issuing stock-based compensation awards and for other general corporate purposes.