8-KMaterial AgreementsFinancial Events

FIFTH THIRD BANCORP 8-K Report, Material Agreement (Feb 9, 2018)

Filed February 9, 2018For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) announced a material definitive agreement through a share repurchase program, filed on February 9, 2018. The company entered into a new agreement with Morgan Stanley & Co. LLC (MSCO) to repurchase approximately $318 million of its outstanding common stock. This repurchase includes $283 million previously approved under Fifth Third's 2017 CCAR Capital Plan and an additional $35 million, which the Federal Reserve did not object to. This new agreement is part of Fifth Third's ongoing 100 million share repurchase program initiated in March 2016. The company will pay MSCO $318 million on February 12, 2018, expecting to receive the majority of shares by that date. The final number of shares will be influenced by market prices during the agreement term, with provisions for potential adjustments in shares or cash at settlement. This complements a prior $273 million repurchase agreement with MSCO announced in December 2017.

Key Highlights

  • 1Fifth Third Bancorp entered into a new share repurchase agreement valued at approximately $318 million.
  • 2The repurchase includes $283 million from the 2017 CCAR Capital Plan and an additional $35 million, approved by the Federal Reserve.
  • 3This action is part of Fifth Third's broader 100 million share repurchase program announced in March 2016.
  • 4The company will pay MSCO $318 million on February 12, 2018, with a settlement expected by May 14, 2018.
  • 5The number of shares repurchased will be based on market prices, with potential adjustments at settlement.
  • 6This new agreement is in addition to a previously announced $273 million repurchase agreement with MSCO.
  • 7The Federal Reserve did not object to the additional $35 million repurchase amount.

Frequently Asked Questions

The new share repurchase agreement is for approximately $318 million of Fifth Third Bancorp's outstanding common stock.

The repurchase includes $283 million that is part of Fifth Third's 2017 CCAR Capital Plan and an additional $35 million that the Board of Governors of the Federal Reserve System did not object to.

Fifth Third Bancorp will pay Morgan Stanley & Co. LLC $318 million on February 12, 2018, and expects to receive a substantial majority of the shares by that date. The settlement of the transaction is expected to occur on or before May 14, 2018.

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