8-KCorporate ChangesOther EventsExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Bylaw Amendment (Dec 9, 2013)

Filed December 9, 2013For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) filed this Form 8-K on December 9, 2013, to report on the offering of depositary shares representing its 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I. The company entered into an underwriting agreement on December 4, 2013, for the sale of 18,000,000 depositary shares. Each depositary share represents a 1/1000th ownership interest in a share of Series I Preferred Stock, with a liquidation preference of $25,000 per share of preferred stock ($25 per depositary share). Concurrently, on December 5, 2013, Fifth Third filed a Certificate of Amendment to its Articles of Incorporation to formally establish the designations and rights of this Series I Preferred Stock. This filing indicates a proactive move by the bank to strengthen its capital base through the issuance of preferred equity, which can be viewed positively by investors concerned about financial stability and regulatory capital requirements.

Key Highlights

  • 1Fifth Third Bancorp announced an offering of 18,000,000 depositary shares representing Series I Preferred Stock.
  • 2The Series I Preferred Stock has a fixed-to-floating rate of 6.625% and is non-cumulative and perpetual.
  • 3Each depositary share represents a 1/1000th interest in a share of Series I Preferred Stock.
  • 4The liquidation preference is $25,000 per share of Series I Preferred Stock, translating to $25 per depositary share.
  • 5Fifth Third Bancorp filed a Certificate of Amendment to its Articles of Incorporation to authorize this preferred stock class.
  • 6The offering was facilitated by an underwriting agreement with major financial institutions including Goldman, Sachs & Co., Merrill Lynch, and Morgan Stanley.
  • 7The transactions were registered under an automatic shelf registration statement filed earlier in 2013.

Frequently Asked Questions

This Form 8-K filing by Fifth Third Bancorp is primarily to report the details of its offering of depositary shares representing its Series I Preferred Stock, including the underwriting agreement and the related corporate amendments to establish this stock class.

The Series I Preferred Stock is a perpetual, non-cumulative preferred stock with a dividend rate that starts at 6.625% and converts to a floating rate. It has a liquidation preference of $25,000 per share.

The issuance of preferred stock is a method for the bank to raise capital, which can strengthen its balance sheet and regulatory capital ratios. This is generally viewed as a positive step for financial stability, especially in the banking industry context of late 2013.

Depositary shares are used to represent fractional ownership interests in the preferred stock, making it easier for a broader range of investors to invest in the preferred stock on a per-share basis, rather than requiring investment in a full share of preferred stock which has a high liquidation preference.