8-KOther EventsExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Corporate Update (Jun 25, 2008)

Filed June 25, 2008For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) filed an 8-K on June 25, 2008, to report the closing of a public offering of Depository Shares representing interests in its 8.50% Non-Cumulative Perpetual Convertible Preferred Stock, Series G. The offering involved 11,075,000 Depository Shares, each representing a 1/250th interest in a share of Series G Preferred Stock with a liquidation preference of $25,000 per share. This issuance was made under a shelf registration statement filed in March 2007 and amended in April 2008, and an Underwriting Agreement dated June 18, 2008. The filing also includes various supporting documents such as the Deposit Agreement, forms of the preferred stock certificate and depository receipt, and a tax opinion. This offering of preferred stock is a significant event for investors as it represents a new class of equity security with a fixed dividend rate and convertible features. The Series G Preferred Stock ranks senior to common stock in liquidation and dividend preference, but is subordinate to other senior debt. Investors should note the perpetual nature of the stock and its non-cumulative dividend feature, meaning missed dividends are not accumulated. The conversion feature, while present, will be subject to specific terms and conditions detailed in the associated filings.

Key Highlights

  • 1Fifth Third Bancorp closed a public offering of 11,075,000 Depository Shares on June 25, 2008.
  • 2Each Depository Share represents a 1/250th interest in a share of 8.50% Non-Cumulative Perpetual Convertible Preferred Stock, Series G.
  • 3The Series G Preferred Stock has a liquidation preference of $25,000 per share.
  • 4The offering was conducted under a shelf registration statement and an underwriting agreement.
  • 5The filing includes the Deposit Agreement, forms of preferred stock certificates and depository receipts, and a tax opinion as exhibits.
  • 6A Certificate of Amendment to the company's Articles of Incorporation was filed to define the terms of the Series G Preferred Stock.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report the closing of Fifth Third Bancorp's public offering of Depository Shares, which represent interests in its newly issued 8.50% Non-Cumulative Perpetual Convertible Preferred Stock, Series G.

The Series G Preferred Stock is a perpetual, non-cumulative preferred stock with an 8.50% dividend rate. It has a liquidation preference of $25,000 per share and is convertible under certain conditions. It ranks senior to the common stock but subordinate to other debt.

'Non-cumulative' means that if Fifth Third Bancorp misses a dividend payment on the Series G Preferred Stock, that missed dividend is not carried forward or accumulated. The company is not obligated to pay any missed dividends in the future.

Investors can find more detailed information by reviewing the exhibits attached to this 8-K filing, including the Certificate of Amendment to the Articles of Incorporation, the Deposit Agreement, and the forms of the preferred stock certificate and depository receipt. These documents are incorporated by reference and available on the SEC's website.