8-KMaterial AgreementsFinancial Events

FIFTH THIRD BANCORP 8-K Report, Material Agreement (Jan 28, 2014)

Filed January 28, 2014For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) filed an 8-K on January 28, 2014, announcing a material definitive agreement related to its share repurchase program. Specifically, the company entered into a share repurchase agreement with Deutsche Bank AG, London Branch, for approximately $99 million of its outstanding common stock. This transaction is part of the previously announced $100 million share repurchase program initiated in March 2013. Under the agreement, Fifth Third will pay $99 million on January 31, 2014, and expects to receive a majority of the shares by the same date. The number of shares received will be influenced by a discount to the average daily volume-weighted average prices during the agreement's term, with potential adjustments at settlement. This move signals the company's intention to return capital to shareholders and manage its share count. Investors should note the forward-looking statements included in the filing and the potential risks outlined, which could impact future results.

Key Highlights

  • 1Fifth Third Bancorp entered into a share repurchase agreement for approximately $99 million.
  • 2The repurchase is with Deutsche Bank AG, London Branch.
  • 3This action is part of a previously announced $100 million share repurchase program initiated in March 2013.
  • 4Fifth Third will pay $99 million on January 31, 2014, with shares expected to be received by the same date.
  • 5The number of shares repurchased is subject to volume-weighted average prices and potential settlement adjustments.
  • 6The settlement of the transaction is expected to occur on or before March 26, 2014.
  • 7The agreement includes customary adjustments and termination provisions, including those related to extraordinary events.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce Fifth Third Bancorp's entry into a material definitive agreement regarding a share repurchase, specifically an agreement with Deutsche Bank AG to repurchase approximately $99 million of its common stock.

This $99 million share repurchase is a component of Fifth Third Bancorp's previously announced $100 million share repurchase program, which was initially announced on March 19, 2013.

Fifth Third Bancorp will pay $99 million to Deutsche Bank AG on January 31, 2014. The number of shares repurchased will be influenced by the average daily volume-weighted average prices of Fifth Third's common stock during the agreement's term, with potential adjustments or obligations for additional shares or cash at settlement.

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