8-K/ACorporate ChangesOther EventsExhibits & Filings

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

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

Summary

Fifth Third Bancorp (FITB) filed an 8-K/A on December 9, 2013, to report on two key events. The primary focus is the closing of its offering of depositary shares representing Series I Preferred Stock on December 9, 2013. This offering resulted in net proceeds of approximately $442 million after expenses and underwriting discounts. These depositary shares represent ownership interests in Fifth Third's 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I. Additionally, on December 5, 2013, Fifth Third filed a Certificate of Amendment to its Amended Articles of Incorporation. This amendment formally established the designations, preferences, limitations, and relative rights of this Series I Preferred Stock, making it effective upon filing. These actions indicate Fifth Third Bancorp's active management of its capital structure to strengthen its financial position.

Key Highlights

  • 1Fifth Third Bancorp closed an offering of 18,000,000 depositary shares representing Series I Preferred Stock on December 9, 2013.
  • 2The net proceeds from the depositary shares offering amounted to approximately $442 million.
  • 3The Series I Preferred Stock is a 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock.
  • 4On December 5, 2013, Fifth Third filed a Certificate of Amendment to its Articles of Incorporation to formally establish the Series I Preferred Stock's terms.
  • 5The offering was conducted under an underwriting agreement with major financial institutions including Goldman, Sachs & Co., Merrill Lynch, and Morgan Stanley.
  • 6The depositary shares represent 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.

Frequently Asked Questions

This 8-K filing, specifically an amendment (8-K/A), was made to report on the closing of Fifth Third Bancorp's offering of depositary shares representing its Series I Preferred Stock and to provide details regarding the amendment to its Articles of Incorporation that established this preferred stock.

Fifth Third Bancorp raised approximately $442 million in net proceeds from the offering of depositary shares representing Series I Preferred Stock, after accounting for estimated expenses and underwriting discounts.

The Series I Preferred Stock is a 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock. It has a liquidation preference of $25,000 per share. The depositary shares represent fractional interests in this preferred stock.

An 8-K/A is an amendment to a previously filed Form 8-K. In this case, it suggests that the initial Form 8-K was likely filed on or around December 5, 2013, to report the amendment to the Articles of Incorporation, and the 8-K/A filed on December 9, 2013, supplements that filing by reporting the closing of the depositary shares offering.