8-KOther EventsExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Corporate Update (Jun 11, 2013)

Filed June 11, 2013For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) announced on June 11, 2013, that its Board of Directors has authorized the conversion of all outstanding shares of its 8.50% Non-Cumulative Convertible Perpetual Preferred Stock, Series G, into common stock. This conversion is being exercised because the closing price of Fifth Third's common stock exceeded 130% of the applicable conversion price for 20 trading days within a 30-day period, a condition stipulated in the company's Amended Articles of Incorporation. The conversion is set to be effective as of the close of market on July 1, 2013. This conversion will result in the issuance of approximately 35.5 million shares of Fifth Third's common stock. The depositary shares representing the Series G Preferred Stock will be delisted from the NASDAQ Global Select Market following the conversion. Additionally, the company declared a final cash dividend on the Series G Preferred Stock, payable on July 1, 2013, to shareholders of record as of June 21, 2013, which covers the period up to the conversion date.

Key Highlights

  • 1Fifth Third Bancorp is converting all outstanding Series G Preferred Stock into common stock, effective July 1, 2013.
  • 2The conversion is triggered by the common stock price exceeding 130% of the conversion price for a sustained period.
  • 3Approximately 35.5 million shares of Fifth Third's common stock will be issued upon conversion.
  • 4Depositary shares for Series G Preferred Stock (NASDAQ: FITBP) will be delisted from NASDAQ.
  • 5A final cash dividend on the Series G Preferred Stock has been declared, payable on July 1, 2013.
  • 6The conversion is expected to simplify the capital structure and potentially enhance shareholder value.

Frequently Asked Questions

The conversion is being made because the common stock price of Fifth Third Bancorp met a specific performance threshold outlined in the company's charter. Specifically, the closing price of Fifth Third's common stock exceeded 130% of the applicable conversion price for 20 trading days within any 30 consecutive trading day period.

Approximately 35.5 million new shares of common stock will be issued, which will dilute the ownership percentage of existing common stockholders. However, this conversion may also simplify the company's capital structure and potentially reduce future preferred dividend payments, which could be viewed positively.

Upon conversion, all outstanding shares of Series G Preferred Stock will be converted into common stock. Consequently, the depositary shares representing these preferred shares (NASDAQ: FITBP) will be delisted from the NASDAQ Global Select Market and will no longer trade after the market closes on July 1, 2013.

The conversion is effective as of the close of the market on July 1, 2013. Fifth Third has declared a final cash dividend on the Series G Preferred Stock, which is payable on July 1, 2013, to shareholders of record as of June 21, 2013. This dividend covers the period from March 31, 2013, up to the conversion date.