8-KMaterial AgreementsFinancial Events

FIFTH THIRD BANCORP 8-K Report, Material Agreement (Jul 21, 2014)

Filed July 21, 2014For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

On July 21, 2014, Fifth Third Bancorp (FITB) filed an 8-K report to disclose a material definitive agreement regarding a share repurchase program. The company entered into a repurchase agreement with Morgan Stanley & Co. LLC (MSCO) to buy back approximately $225 million of its outstanding common stock. This transaction is part of Fifth Third's previously announced 100 million share repurchase program. The company will fund the repurchase with $225 million paid to MSCO, with the expectation of receiving 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 agreement's term. The settlement of this transaction is expected by October 24, 2014. Investors should note the agreement's customary adjustments and termination provisions, which could impact the final number of shares received.

Key Highlights

  • 1Fifth Third Bancorp entered into a share repurchase agreement with Morgan Stanley & Co. LLC on July 21, 2014.
  • 2The agreement is for the repurchase of approximately $225 million of Fifth Third's outstanding common stock.
  • 3This repurchase is part of the company's previously announced 100 million share repurchase program initiated on March 18, 2014.
  • 4Fifth Third will pay $225 million to MSCO on July 24, 2014, and expects to receive the majority of shares by the same date.
  • 5The number of shares repurchased will be determined by a discount to the average daily volume-weighted average prices during the agreement's term.
  • 6Settlement of the transaction is expected to occur on or before October 24, 2014.
  • 7The agreement includes customary adjustments and termination provisions, with potential for MSCO to terminate under certain extraordinary events.

Frequently Asked Questions

This Form 8-K filing announces Fifth Third Bancorp's entry into a material definitive agreement to repurchase approximately $225 million of its own common stock from Morgan Stanley & Co. LLC.

This $225 million repurchase is part of Fifth Third's broader 100 million share repurchase program that was initially announced on March 18, 2014.

Fifth Third will pay $225 million on July 24, 2014, and expects to receive a substantial majority of the shares by the same date. The full settlement is anticipated by October 24, 2014. The exact number of shares received will depend on market prices and potential adjustments.

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