8-KMaterial AgreementsFinancial Events

FIFTH THIRD BANCORP 8-K Report, Material Agreement (Dec 10, 2013)

Filed December 10, 2013For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) filed an 8-K on December 10, 2013, reporting a material definitive agreement related to a share repurchase program. The company entered into a share repurchase agreement with Deutsche Bank AG, London Branch, to buy back approximately $456 million of its outstanding common stock. This action is part of a larger 100 million share repurchase program previously announced in March 2013. The transaction, expected to settle on or before March 26, 2014, involves Fifth Third paying $456 million with the expectation of receiving a substantial majority of the shares by December 13, 2013. The number of shares repurchased will be based on a discount to the average daily volume-weighted average prices during the agreement's term. The agreement includes provisions for potential adjustments, termination by Deutsche Bank under extraordinary events, and settlement mechanics that could involve additional shares or cash payments.

Key Highlights

  • 1Fifth Third Bancorp entered into a $456 million share repurchase agreement with Deutsche Bank AG on December 10, 2013.
  • 2This repurchase is part of a previously announced 100 million share repurchase program initiated on March 19, 2013.
  • 3Fifth Third will pay $456 million on December 13, 2013, expecting to receive the shares by the same date.
  • 4The number of shares repurchased will be determined based on a discount to the average daily volume-weighted average prices during the agreement period.
  • 5The settlement of the transaction is expected to occur by March 26, 2014.
  • 6The agreement has customary termination provisions, and extraordinary events could lead to Deutsche Bank terminating the agreement, potentially impacting the number of shares received by Fifth Third.
  • 7Deutsche Bank and its affiliates have a history of providing financial services to Fifth Third, for which they have received customary fees.

Frequently Asked Questions

The main purpose of this 8-K filing is to report Fifth Third Bancorp's entry into a material definitive agreement regarding a significant share repurchase transaction with Deutsche Bank AG.

Fifth Third Bancorp is repurchasing approximately $456 million of its outstanding common stock through this agreement.

The settlement of the transaction is expected to occur on or before March 26, 2014.

The agreement is subject to certain customary adjustments and termination provisions. Notably, Deutsche Bank is entitled to terminate the agreement upon certain extraordinary events, which could result in Fifth Third receiving fewer shares than initially anticipated.