8-K/ACorporate ChangesOther EventsExhibits & Filings

FIFTH THIRD BANCORP 8-K/A 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/A on May 16, 2013, to report on the closing of its offering of Depositary Shares representing Series H Preferred Stock. This offering, which closed on May 16, 2013, successfully raised approximately $592.5 million in net proceeds after expenses and underwriting discounts. This filing also details the amendment to the company's Articles of Incorporation, effective May 14, 2013, to establish the terms of the 5.10% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series H. Investors should note that this is an amendment to existing articles, not a new issuance of common stock, and the proceeds are from a preferred stock offering, which has different rights and implications compared to common equity.

Key Highlights

  • 1Fifth Third Bancorp closed the sale of 600,000 Depositary Shares representing Series H Preferred Stock on May 16, 2013.
  • 2The offering generated approximately $592.5 million in net proceeds for Fifth Third Bancorp.
  • 3The Series H Preferred Stock has a fixed rate of 5.10% that can convert to a floating rate.
  • 4The Series H Preferred Stock is non-cumulative and perpetual.
  • 5The company amended its Articles of Incorporation on May 14, 2013, to define the terms of the Series H Preferred Stock.
  • 6The offering was underwritten by a syndicate of prominent investment banks including Morgan Stanley, Deutsche Bank Securities, Goldman Sachs, and J.P. Morgan Securities.
  • 7The company registered these securities under a shelf registration statement on Form S-3 filed on March 26, 2013.

Frequently Asked Questions

The primary purpose of this Form 8-K/A filing was to report on the closing of Fifth Third Bancorp's offering of Depositary Shares representing its Series H Preferred Stock and to provide details regarding the amendment to its Articles of Incorporation to establish the terms of this preferred stock.

Fifth Third Bancorp raised approximately $592,500,000 in net proceeds from the sale of the Depositary Shares, after accounting for estimated net expenses and underwriting discounts.

The Series H Preferred Stock is a non-cumulative perpetual preferred stock with a dividend rate that starts at 5.10% and is fixed-to-floating. It has a liquidation preference of $25,000 per share, with depositary shares each representing a 1/25th ownership interest.

This offering involves preferred stock, not common stock. While preferred stock has rights and obligations separate from common stock, and issuance of preferred stock can impact capital structure and potential future dilution, this specific filing does not represent an issuance or amendment related to Fifth Third Bancorp's common shares.