8-KMaterial AgreementsFinancial Events

FIFTH THIRD BANCORP 8-K Report, Material Agreement (May 21, 2013)

Filed May 21, 2013For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) filed an 8-K on May 21, 2013, to disclose a material definitive agreement. The company entered into a share repurchase agreement with Deutsche Bank AG, London Branch, for approximately $539 million of its outstanding common stock. This repurchase is part of Fifth Third's previously announced 100 million share repurchase program initiated in March 2013. The agreement specifies that Fifth Third will pay $539 million on May 24, 2013, and expects to receive a majority of the shares by the same date. The final number of shares received will be based on a discount to the average daily volume-weighted average prices during the agreement's term. The settlement is expected by October 21, 2013, with provisions for adjustments and termination clauses. Investors should note that the exact number of shares may vary due to pricing mechanisms and potential termination events.

Key Highlights

  • 1Fifth Third Bancorp entered into a $539 million share repurchase agreement with Deutsche Bank AG, London Branch.
  • 2The repurchase is part of a previously announced 100 million share repurchase program.
  • 3Fifth Third will pay $539 million on May 24, 2013, for the shares.
  • 4A majority of the shares are expected to be received by May 24, 2013.
  • 5The final number of shares is dependent on the average daily volume-weighted average prices during the repurchase term.
  • 6Settlement of the transaction is expected by October 21, 2013.
  • 7The agreement includes customary adjustments and termination provisions, which could affect the number of shares received.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report Fifth Third Bancorp's entry into a material definitive agreement regarding a share repurchase program.

Fifth Third Bancorp is repurchasing approximately $539 million of its outstanding common stock from Deutsche Bank AG, London Branch.

This share repurchase is part of Fifth Third Bancorp's previously announced 100 million share repurchase program, which was initiated on March 19, 2013.

Fifth Third will pay $539 million on May 24, 2013, and expects to receive a majority of the shares by then. The actual number of shares received depends on market prices during the term, and settlement is expected by October 21, 2013. The agreement also has termination clauses that could impact the final share count.