8-KMaterial AgreementsFinancial Events

FIFTH THIRD BANCORP 8-K Report, Material Agreement (Dec 18, 2017)

Filed December 18, 2017For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) has filed an 8-K report detailing a significant share repurchase agreement. On December 15, 2017, the company entered into an agreement with Morgan Stanley & Co. LLC (MSCO) to repurchase approximately $273 million of its outstanding common stock. This transaction is part of a broader 100 million share repurchase program announced previously. The company will pay MSCO on December 19, 2017, and anticipates receiving a majority of the shares by the same date, with final settlement expected on or before March 19, 2018. The share repurchase is structured such that the number of shares received will be based on a discount to the average daily volume-weighted average NASDAQ prices during the agreement's term. The agreement includes provisions for adjustments and termination events, and MSCO may potentially deliver additional shares or Fifth Third may make a cash or stock payment at settlement. Investors should note the forward-looking statements within the filing, which highlight various risks and uncertainties that could impact future results, including economic conditions, interest rates, and regulatory changes.

Key Highlights

  • 1Fifth Third Bancorp entered into a $273 million share repurchase agreement with Morgan Stanley & Co. LLC on December 15, 2017.
  • 2The repurchase is part of the company's previously announced 100 million share repurchase program.
  • 3Fifth Third will pay $273 million on December 19, 2017, with expected receipt of a substantial majority of shares by the same date.
  • 4Final settlement of the share repurchase is anticipated on or before March 19, 2018.
  • 5The number of shares received is based on a discount to the average daily volume-weighted average NASDAQ prices during the agreement's term.
  • 6The agreement contains customary adjustments and termination provisions, with potential for MSCO to deliver additional shares or Fifth Third to make a cash/stock payment at settlement.
  • 7The filing includes standard forward-looking statements outlining potential risks and uncertainties that could affect future performance.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose a material definitive agreement: a share repurchase agreement entered into by Fifth Third Bancorp with Morgan Stanley & Co. LLC to repurchase approximately $273 million of its common stock.

This share repurchase is part of Fifth Third's previously announced 100 million share repurchase program, indicating a continued commitment to returning capital to shareholders.

Fifth Third will pay $273 million on December 19, 2017, expects to receive most shares by the same date, and the transaction settlement is expected to occur on or before March 19, 2018.

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