8-KOther EventsExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Corporate Update (Jan 25, 2011)

Filed January 25, 2011For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) filed an 8-K on January 25, 2011, reporting on two significant capital-raising transactions that closed on January 25, 2011. The company successfully completed a public offering of its common stock, raising approximately $1.7 billion before underwriting discounts, and also closed a $1 billion offering of 3.625% Senior Notes due 2016. These actions indicate the company's proactive approach to strengthening its balance sheet and managing its capital structure during a period of economic uncertainty.

Key Highlights

  • 1Fifth Third Bancorp priced a $1.7 billion public offering of common stock at $14.00 per share on January 20, 2011.
  • 2The company closed the common stock offering on January 25, 2011, receiving net proceeds of approximately $1,649,000,008.
  • 3An over-allotment option for an additional 12,142,857 shares was exercised, with Fifth Third entering into a forward sale agreement for these shares.
  • 4Fifth Third Bancorp also closed a $1 billion offering of 3.625% Senior Notes due January 25, 2016, on January 25, 2011.
  • 5Net proceeds from the Senior Notes offering were $995,320,000, reflecting underwriting discounts.
  • 6Both offerings were registered under an automatic shelf registration statement on Form S-3 filed on March 25, 2010.
  • 7The filing includes details of underwriting agreements and forward sale agreements related to these transactions.

Frequently Asked Questions

This Form 8-K filing was primarily to report the closing of Fifth Third Bancorp's public offering of common stock and its offering of senior notes, both of which occurred on January 25, 2011. It details the key terms, pricing, and proceeds of these capital-raising activities.

Fifth Third Bancorp raised approximately $1.7 billion from the common stock offering (net proceeds of about $1.65 billion after discounts) and $1 billion from the senior notes offering (net proceeds of about $995.3 million after discounts).

The forward sale agreement relates to the over-allotment shares for the common stock offering. Fifth Third Bancorp entered into this agreement with JPMorgan Chase Bank, National Association, allowing them to defer the issuance of any new shares needed to settle the forward sale. This could potentially defer the cash proceeds and dilution impact associated with these shares.

The Senior Notes offered have a coupon rate of 3.625% and mature on January 25, 2016.