8-K/ACorporate ChangesOther EventsExhibits & Filings

FIFTH THIRD BANCORP 8-K/A Report, Bylaw Amendment (Jun 5, 2014)

Filed June 5, 2014For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) filed an amendment to its Form 8-K on June 5, 2014, primarily to provide updated information regarding its offering of depositary shares representing Series J Preferred Stock. The amendment confirms the successful closing of the sale of 300,000 depositary shares on June 5, 2014, which represent a 1/25th ownership interest in shares of its 4.90% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series J. The offering generated net proceeds of approximately $297,000,000 after estimated expenses and underwriting discounts. This filing also clarifies that on June 3, 2014, Fifth Third Bancorp filed a Certificate of Amendment to its Amended Articles of Incorporation to officially establish the terms of the Series J Preferred Stock. Investors should note that this is an amendment, suggesting the initial filing or event occurred prior to this date, and this document serves to finalize or detail the transaction. The company also reiterates its standard forward-looking statements disclaimer, highlighting various risks and uncertainties that could affect future performance.

Key Highlights

  • 1Fifth Third Bancorp closed an offering of 300,000 depositary shares representing its Series J Preferred Stock on June 5, 2014.
  • 2The offering of depositary shares generated approximately $297 million in net proceeds.
  • 3The Series J Preferred Stock is a 4.90% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock.
  • 4A Certificate of Amendment to the Amended Articles of Incorporation, establishing the Series J Preferred Stock terms, was filed on June 3, 2014.
  • 5The depositary shares each represent a 1/25th ownership interest in a share of Series J Preferred Stock.
  • 6The company provided standard forward-looking statements and risk factor disclosures pertinent to its business and the offering.

Frequently Asked Questions

This filing is an amendment to a previous 8-K. Its primary purpose is to report the closing of the offering of depositary shares representing Fifth Third Bancorp's Series J Preferred Stock and to file necessary documentation related to this transaction and the establishment of the Series J Preferred Stock.

Fifth Third Bancorp raised approximately $297,000,000 in net proceeds from the sale of the depositary shares, after accounting for estimated expenses and underwriting discounts.

The Series J Preferred Stock is a 4.90% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock with a liquidation preference of $25,000 per share. The depositary shares offered represent a fractional ownership interest in this preferred stock.

This indicates that the dividend rate on the Series J Preferred Stock will initially be fixed at 4.90% and will later convert to a floating rate, though the specific terms for the conversion and the floating rate calculation are detailed within the filed documentation.