8-KMaterial AgreementsExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Material Agreement (May 22, 2018)

Filed May 22, 2018For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) announced on May 22, 2018, its entry into a definitive Agreement and Plan of Merger with MB Financial, Inc. This transaction will see MB Financial merge with Fifth Third's wholly-owned subsidiary, Fifth Third Financial Corporation. Upon closing, MB Financial common stockholders will receive 1.450 shares of Fifth Third common stock and $5.54 in cash for each share they hold. The merger is expected to be a significant strategic move for Fifth Third, expanding its presence and capabilities. The deal includes customary closing conditions, such as regulatory approvals and stockholder approvals from MB Financial. The agreement also outlines provisions for the conversion of MB Financial's equity awards and preferred stock, with Fifth Third aiming to list its newly issued preferred stock on the Nasdaq. Both companies' boards have unanimously approved the merger, highlighting confidence in the strategic rationale and terms of the agreement.

Key Highlights

  • 1Fifth Third Bancorp has entered into a definitive merger agreement with MB Financial, Inc.
  • 2MB Financial shareholders will receive 1.450 shares of Fifth Third common stock and $5.54 in cash per share.
  • 3The transaction is structured as a merger of MB Financial with Fifth Third Financial Corporation, a subsidiary of Fifth Third Bancorp.
  • 4MB Financial's 6.00% Non-Cumulative Perpetual Preferred Stock, Series C will be converted into a new series of Fifth Third preferred stock.
  • 5The merger is subject to customary closing conditions, including regulatory and stockholder approvals.
  • 6Two members of MB Financial's board will be appointed to Fifth Third's board upon closing.
  • 7The Merger Agreement includes customary representations, warranties, and covenants, with MB Financial having a termination fee of $151 million under certain circumstances.

Frequently Asked Questions

This 8-K filing announces the entry into a material definitive agreement, specifically the Agreement and Plan of Merger between Fifth Third Bancorp and MB Financial, Inc. It provides key details about the terms of the proposed merger.

MB Financial common stockholders will receive 1.450 shares of Fifth Third Bancorp common stock and $5.54 in cash for each share of MB Financial common stock they own.

MB Financial's 6.00% Non-Cumulative Perpetual Preferred Stock, Series C, will be converted into a new series of Fifth Third preferred stock with substantially similar terms, though the new series will have no voting rights except as required by Ohio law. There is an alternative merger structure if preferred stockholders do not approve the merger.

The completion of the merger is contingent upon several conditions, including the approval of the merger by MB Financial's common and preferred stockholders, authorization for listing of Fifth Third's common stock on Nasdaq, effectiveness of the Form S-4 registration statement, absence of legal restraints, and receipt of required regulatory approvals.