8-KOther EventsExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Corporate Update (Aug 8, 2017)

Filed August 8, 2017For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) filed an 8-K on August 8, 2017, detailing a significant transaction involving its stake in Vantiv Holding, LLC and Vantiv, Inc. The company announced an agreement where Fifth Third Bank will exchange its Class B Units in Vantiv Holding, LLC for shares of Vantiv, Inc. common stock, which Vantiv, Inc. will then repurchase. This transaction, valued at approximately $1.27 billion ($64.04 per share for 19,790,000 shares), is contingent upon Vantiv, Inc. making a firm offer to acquire Worldpay Group plc. Upon completion, Fifth Third will no longer have board representation rights at Vantiv, Inc. and will incur certain accommodations related to tax receivable agreements.

Key Highlights

  • 1Fifth Third Bancorp (FITB) is entering a transaction to exchange its Class B Units in Vantiv Holding, LLC for Vantiv, Inc. Class A common stock.
  • 2Vantiv, Inc. will subsequently repurchase these shares from Fifth Third Bank at $64.04 per share, totaling approximately $1.27 billion.
  • 3The share repurchase is conditional on Vantiv, Inc. publishing a firm offer to acquire Worldpay Group plc by August 31, 2017.
  • 4Upon closing, Fifth Third will forfeit its right to appoint a director to Vantiv Inc.'s board.
  • 5The agreement includes certain tax receivable agreement accommodations to address potential foreign entity/operations ownership by Fifth Third.
  • 6The filing incorporates by reference the press release and the transaction agreement as exhibits.

Frequently Asked Questions

Fifth Third Bancorp announced an agreement where its subsidiary, Fifth Third Bank, will exchange its Class B Units in Vantiv Holding, LLC for Vantiv, Inc. Class A common stock. Vantiv, Inc. will then repurchase these shares from Fifth Third Bank.

The transaction involves Vantiv, Inc. repurchasing approximately 19,790,000 shares of its Class A common stock from Fifth Third Bank at $64.04 per share, for a total value of roughly $1.27 billion. This effectively monetizes Fifth Third's stake in Vantiv Holding, LLC.

The main condition is that Vantiv, Inc. must publish a firm offer to acquire Worldpay Group plc. If this firm offer is not made by August 31, 2017, the agreement is subject to termination.

Upon completion of the share repurchase, Fifth Third Bancorp will no longer be entitled to appoint a director to Vantiv Inc.'s board, and its remaining director will resign.