8-KMaterial AgreementsFinancial Events

FIFTH THIRD BANCORP 8-K Report, Material Agreement (Apr 28, 2015)

Filed April 28, 2015For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

This 8-K filing from Fifth Third Bancorp (FITB) on April 28, 2015, announces a material definitive agreement related to a share repurchase program. Specifically, Fifth Third Bancorp entered into a share repurchase agreement with Barclays Bank PLC for approximately $155 million of its outstanding common stock. This action is part of the company's previously announced 100 million share repurchase program initiated in March 2014.

Key Highlights

  • 1Fifth Third Bancorp entered into a share repurchase agreement with Barclays Bank PLC.
  • 2The agreement involves the repurchase of approximately $155 million of Fifth Third Bancorp's common stock.
  • 3This repurchase is part of a larger, previously announced 100 million share repurchase program authorized on March 18, 2014.
  • 4Fifth Third Bancorp will pay $155 million on April 30, 2015, and expects to receive a substantial majority of the shares by that date.
  • 5The final number of shares received will be based on a discount to the average daily volume-weighted average prices during the repurchase agreement term.
  • 6Settlement of the transaction is expected to occur on or before July 28, 2015.
  • 7The agreement includes customary adjustments and termination provisions, with Barclays having the right to terminate under certain extraordinary events.

Frequently Asked Questions

The primary purpose of this Form 8-K filing is to report the entry into a material definitive agreement, specifically a share repurchase agreement between Fifth Third Bancorp and Barclays Bank PLC.

Fifth Third Bancorp is repurchasing approximately $155 million of its outstanding common stock as part of its previously announced 100 million share repurchase program. This program was initially announced on March 18, 2014.

Fifth Third Bancorp will pay $155 million on April 30, 2015, and expects to receive a substantial majority of the shares by that date. The overall settlement of the transaction is expected to occur on or before July 28, 2015.

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