8-KMaterial AgreementsFinancial Events

FIFTH THIRD BANCORP 8-K Report, Material Agreement (Jan 23, 2015)

Filed January 23, 2015For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) filed an 8-K on January 23, 2015, to report a material definitive agreement. Specifically, the company entered into a share repurchase agreement with Wells Fargo Bank, National Association, on January 22, 2015. This agreement is part of Fifth Third Bancorp's previously announced 100 million share repurchase program initiated in March 2014. Under the terms of the agreement, Fifth Third Bancorp will pay $180 million to Wells Fargo on January 27, 2015, in exchange for a substantial majority of the shares by the same date. The number of shares repurchased will be based on a discount to the average daily volume-weighted average prices during the term of the agreement. The transaction is expected to settle by April 23, 2015, with potential adjustments for additional shares or cash payments at settlement. This repurchase activity signals the company's ongoing commitment to returning capital to shareholders.

Key Highlights

  • 1Fifth Third Bancorp entered into a share repurchase agreement with Wells Fargo on January 22, 2015.
  • 2The agreement involves a repurchase of approximately $180 million of Fifth Third Bancorp's common stock.
  • 3This repurchase is part of the company's previously announced 100 million share repurchase program.
  • 4Fifth Third Bancorp will pay $180 million on January 27, 2015, expecting to receive the shares by the same date.
  • 5The number of shares repurchased will be determined based on a discount to the average daily volume-weighted average prices.
  • 6The transaction is expected to settle by April 23, 2015, with provisions for potential adjustments at settlement.
  • 7The agreement includes customary termination provisions and potential adjustments based on extraordinary events.

Frequently Asked Questions

This 8-K filing is primarily to report the entry into a material definitive agreement regarding a share repurchase program. Specifically, Fifth Third Bancorp is executing a $180 million share repurchase agreement with Wells Fargo.

The filing states that Fifth Third Bancorp will repurchase approximately $180 million of its outstanding common stock. The exact number of shares will be determined based on a discount to the average daily volume-weighted average prices of its stock during the repurchase agreement's term.

Fifth Third Bancorp will pay $180 million on January 27, 2015, and expects to receive a substantial majority of the shares by that date. The settlement of the entire transaction is expected to occur on or before April 23, 2015.

Yes, this $180 million repurchase is part of Fifth Third Bancorp's previously announced 100 million share repurchase program, which was initially announced on March 18, 2014.