8-KMaterial AgreementsFinancial Events

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

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

Summary

Fifth Third Bancorp (FITB) filed an 8-K on April 28, 2014, to report on a material definitive agreement. The company entered into a share repurchase agreement with Morgan Stanley & Co. LLC (MSCO) to buy back approximately $150 million of its outstanding common stock. This repurchase is part of the company's previously announced 100 million share repurchase program, underscoring a commitment to returning capital to shareholders. The agreement details that Fifth Third will pay $150 million on May 1, 2014, and expects to receive a substantial majority of the shares shortly thereafter. The number of shares repurchased will be based on a discount to the average daily volume-weighted average prices during the repurchase term, with potential adjustments at settlement. Investors should note the forward-looking statements within the filing, which highlight various risks and uncertainties that could impact future financial performance.

Key Highlights

  • 1Fifth Third Bancorp entered into a $150 million share repurchase agreement with Morgan Stanley & Co. LLC.
  • 2The repurchase is part of a previously announced 100 million share repurchase program.
  • 3Fifth Third will pay $150 million on May 1, 2014, for the shares.
  • 4The number of shares repurchased will be determined by a discount to the average daily volume-weighted average prices.
  • 5Settlement is expected on or before July 28, 2014.
  • 6The agreement includes customary adjustment and termination provisions, with potential for fewer shares to be received under certain extraordinary events.
  • 7The filing includes a comprehensive list of forward-looking statements and associated risks that investors should consider.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report Fifth Third Bancorp's entry into a material definitive agreement, specifically a share repurchase agreement with Morgan Stanley & Co. LLC, to buy back approximately $150 million of its common stock.

This $150 million repurchase is a component of Fifth Third's broader 100 million share repurchase program, announced earlier in March 2014, indicating a continued effort to return capital to shareholders.

Fifth Third will pay $150 million to Morgan Stanley & Co. LLC on May 1, 2014. The actual 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 at settlement.

The agreement is subject to customary adjustments and termination provisions. Specifically, Morgan Stanley & Co. LLC may terminate the agreement upon certain extraordinary events, which could result in Fifth Third receiving fewer shares than initially expected.