8-KMaterial AgreementsFinancial Events

FIFTH THIRD BANCORP 8-K Report, Material Agreement (Jan 28, 2013)

Filed January 28, 2013For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) filed an 8-K on January 28, 2013, to report the entry into a material definitive agreement regarding a share repurchase program. The company entered into a share repurchase agreement with Credit Suisse International to purchase approximately $125 million of its outstanding common stock. This repurchase is part of Fifth Third's previously announced 100 million share repurchase program, demonstrating a commitment to returning capital to shareholders. The agreement outlines the terms for the repurchase, including an expected payment of $125 million to Credit Suisse on January 31, 2013, with the majority of shares expected to be received by the same date. The number of shares repurchased will be based on a discount to the average daily volume-weighted average prices. The transaction is expected to settle by May 1, 2013, and includes provisions for potential adjustments and termination events. Investors should note this activity as an indication of management's confidence in the company's financial position and its strategy to manage its share count.

Key Highlights

  • 1Fifth Third Bancorp entered into a share repurchase agreement with Credit Suisse International.
  • 2The agreement is for the repurchase of approximately $125 million of Fifth Third's outstanding common stock.
  • 3This repurchase is part of a previously announced 100 million share repurchase program.
  • 4Fifth Third expects to pay $125 million on January 31, 2013, and receive the majority of shares by the same date.
  • 5The number of shares repurchased is based on a discount to the average daily volume-weighted average prices.
  • 6The settlement of the transaction is expected to occur on or before May 1, 2013.
  • 7The agreement includes customary adjustments and termination provisions, with potential for Credit Suisse to terminate under extraordinary events.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report the entry into a material definitive agreement for a share repurchase program with Credit Suisse International, amounting to approximately $125 million.

This share repurchase is part of Fifth Third Bancorp's previously announced 100 million share repurchase program, indicating an ongoing strategy to return capital to shareholders.

The actual number of shares of Fifth Third common stock to be delivered by Credit Suisse will be based generally on a discount to the average daily volume-weighted average prices of Fifth Third’s common stock during the term of the Repurchase Agreement.

Yes, the agreement is subject to certain customary adjustments and termination provisions. Credit Suisse is entitled to terminate the agreement upon the occurrence of certain extraordinary events, which may result in Fifth Third receiving fewer shares than initially expected.