8-KOther EventsExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Corporate Update (May 21, 2018)

Filed May 21, 2018For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) announced on May 21, 2018, that it has entered into a definitive merger agreement with MB Financial, Inc. Under the terms of the agreement, MB Financial, Inc. will merge with Fifth Third Financial Corporation, a wholly-owned subsidiary of Fifth Third Bancorp. This transaction marks a significant strategic move for Fifth Third Bancorp, expanding its reach and capabilities within the financial sector. Fifth Third Bancorp has also indicated that it will provide supplemental information regarding the proposed merger through presentations to analysts and investors, with accompanying slides attached to this filing. The company emphasizes the importance of investors reviewing the forthcoming Registration Statement on Form S-4, which will include a Proxy Statement of MB Financial, Inc. and a Prospectus of Fifth Third Bancorp, as these documents will contain crucial details about the transaction. Investors are strongly encouraged to read these filings carefully for comprehensive information regarding the merger and its implications.

Key Highlights

  • 1Fifth Third Bancorp (FITB) and MB Financial, Inc. signed a definitive merger agreement.
  • 2MB Financial, Inc. will merge with Fifth Third Financial Corporation, a subsidiary of Fifth Third Bancorp.
  • 3The filing includes a joint press release announcing the merger.
  • 4Fifth Third Bancorp intends to provide supplemental information via investor presentations.
  • 5A Registration Statement on Form S-4, including a Proxy Statement/Prospectus, will be filed with the SEC.
  • 6Investors are urged to read the forthcoming S-4 filing for important details about the merger.
  • 7The filing outlines potential risks and factors that could affect the success of the merger.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce that Fifth Third Bancorp has entered into a definitive merger agreement with MB Financial, Inc. It also provides information about where investors can find additional details regarding the proposed transaction.

MB Financial, Inc. will merge with Fifth Third Financial Corporation, a wholly-owned subsidiary of Fifth Third Bancorp. Specific financial terms are not detailed in this initial announcement but will be available in subsequent filings.

Investors can find more detailed information in the forthcoming Registration Statement on Form S-4, which will include a Proxy Statement of MB Financial, Inc. and a Prospectus of Fifth Third Bancorp. These documents will be filed with the SEC and will be available on the SEC's website, as well as on the investor relations websites of both companies.

Potential risks mentioned include the ability to obtain regulatory approvals and meet closing conditions, potential delays in closing, difficulties in integrating the businesses, changes in asset quality and credit risk, inability to sustain revenue and earnings growth, changes in interest rates, and competitive conditions, among others.