8-KCorporate ChangesOther EventsExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Bylaw Amendment (May 16, 2013)

Filed May 16, 2013For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) filed an 8-K on May 16, 2013, to report on amendments to its Articles of Incorporation and an offering of depositary shares. The primary focus of this filing is the issuance of 600,000 depositary shares, each representing a 1/25th ownership interest in its Series H Preferred Stock. This preferred stock has a fixed-to-floating rate feature, is non-cumulative, and perpetual, with a liquidation preference of $1,000 per depositary share. The offering aims to raise capital and enhance Fifth Third's capital structure. Investors should note that these preferred securities carry specific designations, preferences, limitations, and relative rights as outlined in the amended articles of incorporation. The filing also includes various exhibits detailing the underwriting agreement, deposit agreement, and legal opinions regarding the securities.

Key Highlights

  • 1Fifth Third Bancorp is issuing 600,000 depositary shares representing its Series H Preferred Stock.
  • 2The Series H Preferred Stock is 5.10% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock.
  • 3Each depositary share represents a 1/25th ownership interest in a share of Series H Preferred Stock, with a liquidation preference of $1,000 per depositary share.
  • 4The filing includes amendments to Fifth Third's Articles of Incorporation to establish the terms of the Series H Preferred Stock.
  • 5An Underwriting Agreement with several major financial institutions (Morgan Stanley, Deutsche Bank, Goldman Sachs, J.P. Morgan) is in place for the offering.
  • 6The offering is part of a shelf registration statement previously filed with the SEC.

Frequently Asked Questions

This 8-K filing announces the amendment to Fifth Third Bancorp's Articles of Incorporation to define the terms of its Series H Preferred Stock and reports on the commencement of an offering of depositary shares representing this preferred stock. The purpose is to provide transparency to investors regarding these capital-raising activities.

The Series H Preferred Stock is characterized as 5.10% Fixed-to-Floating Rate, Non-Cumulative, Perpetual Preferred Stock. It has a liquidation preference of $25,000 per share, and each depositary share represents a 1/25th interest with a $1,000 liquidation preference.

The depositary shares are being offered through an underwriting agreement with Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., and J.P. Morgan Securities LLC.

More detailed information can be found in Fifth Third Bancorp's prospectus supplement dated May 13, 2013, the related prospectus dated March 26, 2013, and the various exhibits filed with this Form 8-K, including the Underwriting Agreement and the Deposit Agreement.