8-KOther EventsExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Corporate Update (May 20, 2009)

Filed May 20, 2009For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) filed an 8-K on May 20, 2009, detailing significant capital-raising initiatives designed to meet its commitment to increase Tier 1 common equity following the Supervisory Capital Assessment Program (SCAP) results. The company announced plans for two simultaneous transactions: an "at-the-market" common stock offering of up to $750 million and an exchange offer for its outstanding 8.50% Non-Cumulative Perpetual Convertible Preferred Stock, Series G Depositary Shares. The equity offering, utilizing Morgan Stanley and Merrill Lynch as sales agents, aims to raise capital that will be used in part to fund the cash component of the preferred stock exchange offer. Any remaining proceeds from the stock offering will be used for general corporate purposes, including potentially repaying preferred stock and warrants issued to the U.S. Department of Treasury under the Capital Purchase Program, subject to regulatory approval. The company expects these combined actions to not only meet but potentially exceed its $1.1 billion Tier 1 common equity commitment. This filing indicates a proactive approach by Fifth Third Bancorp to strengthen its capital position amidst the challenging economic environment of 2009 and regulatory scrutiny following the SCAP assessment. Investors should note the dual focus on meeting regulatory capital requirements while also exploring opportunities to deleverage and improve the company's balance sheet.

Key Highlights

  • 1Fifth Third Bancorp announces plans for up to $750 million "at-the-market" common stock offering to bolster capital.
  • 2Company is launching an exchange offer for its 8.50% Non-Cumulative Perpetual Convertible Preferred Stock, Series G Depositary Shares.
  • 3Proceeds from the stock offering will fund the cash portion of the preferred stock exchange offer and general corporate purposes.
  • 4A portion of the proceeds may be used to repay preferred stock and warrants issued to the U.S. Department of Treasury, pending regulatory approval.
  • 5These transactions are intended to meet and potentially exceed the company's $1.1 billion commitment to increase Tier 1 common equity as a result of the SCAP assessment.
  • 6The exchange offer values each Depositary Share at approximately $99.03, based on May 18, 2009 closing prices, combining common stock and a $30 cash payment.
  • 7The company retained J.P. Morgan Securities Inc. as its financial advisor for the exchange offer.

Frequently Asked Questions

The primary purpose is to meet Fifth Third Bancorp's commitment to increase its Tier 1 common equity by $1.1 billion, as determined by the Supervisory Capital Assessment Program (SCAP) "more adverse scenario," and to enhance its near-term capital position. This is being achieved through a common stock offering and an exchange offer for preferred stock.

The company plans to sell up to an aggregate of $750 million of its common shares through an "at the market" offering. This capital, combined with the exchange offer, is intended to increase its Tier 1 common equity.

Fifth Third Bancorp is offering to exchange Depositary Shares (representing interests in 8.50% Non-Cumulative Perpetual Convertible Preferred Stock, Series G) for a fixed amount of cash ($30 per Depositary Share) and common shares. Based on May 18, 2009 prices, each Depositary Share was valued at approximately $99.03, consisting of common stock and cash.

Yes, Fifth Third Bancorp states that proceeds not used for the exchange offer will be available for general corporate purposes, which would include the future use of funds to repay all or a portion of the preferred stock and warrants issued to the U.S. Department of Treasury under the Capital Purchase Program, subject to consultation with and approval from regulatory authorities.