8-KSecurities & ListingOther Events

FIFTH THIRD BANCORP 8-K Report, Unregistered Securities Sale (Jun 22, 2009)

Filed June 22, 2009For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) filed an 8-K on June 22, 2009, to report the completion of its exchange offer for its 8.5% Non-Cumulative Perpetual Convertible Preferred Stock, Series G (Series G Preferred Stock). The company successfully exchanged a significant portion of these preferred securities for common stock and cash. This action aimed to reduce its outstanding preferred stock obligations, which is a noteworthy development given the financial climate of 2009. The exchange offer resulted in the issuance of over 60 million shares of Fifth Third's common stock and approximately $230 million in cash. In total, nearly $700 million in liquidation amount of the Depositary Shares representing the Series G Preferred Stock were tendered and exchanged. This represents over 62% of the aggregate liquidation amount, leading to the retirement of 27,849 shares of Series G Preferred Stock. Consequently, a reduced amount of these preferred securities remains outstanding.

Key Highlights

  • 1Fifth Third Bancorp completed an exchange offer on June 22, 2009, to reduce its preferred stock obligations.
  • 2The company issued 60,121,124 shares of common stock as part of the exchange.
  • 3Approximately $229,754,622 in cash was paid out to settle the exchange offer.
  • 4Nearly $696.2 million in liquidation amount of Depositary Shares (representing Series G Preferred Stock) were tendered and exchanged.
  • 5This exchange represents 62.86% of the aggregate liquidation amount of the Depositary Shares.
  • 627,849 shares of Series G Preferred Stock were retired as a result of the exchange.
  • 7The issuance of common stock was made under Section 3(a)(9) of the Securities Act of 1933, exempting it from registration.

Frequently Asked Questions

The primary purpose of the exchange offer was for Fifth Third Bancorp to reduce its outstanding preferred stock obligations, specifically its 8.5% Non-Cumulative Perpetual Convertible Preferred Stock, Series G. By exchanging these preferred securities for common stock and cash, the company aimed to lessen its fixed dividend payments and improve its capital structure.

Fifth Third Bancorp exchanged nearly $696.2 million in liquidation amount of its Depositary Shares, which represented 62.86% of the total aggregate liquidation amount of these securities. This resulted in the retirement of 27,849 shares of Series G Preferred Stock.

Shareholders who validly tendered their Depositary Shares received a combination of Fifth Third Bancorp's common stock and cash. Specifically, for every 250 Depositary Shares accepted, shareholders received 2,158.8272 shares of common stock and $8,250 in cash.

After the settlement of the exchange offer, 4,112,750 Depositary Shares, representing 16,451 shares of Series G Preferred Stock, will remain outstanding. This indicates that a significant portion, but not all, of the preferred stock was retired through this offer.