8-KMaterial AgreementsFinancial Events

FIFTH THIRD BANCORP 8-K Report, Material Agreement (Aug 8, 2019)

Filed August 8, 2019For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) filed an 8-K on August 8, 2019, primarily to disclose a new material definitive agreement regarding a share repurchase program. The company entered into a new share repurchase agreement with Citibank, N.A. (Citi) for approximately $200 million of its outstanding common stock. This agreement is part of a larger 100 million share repurchase program previously announced. This $200 million repurchase, executed through a Master Confirmation and two Supplemental Confirmations, involves Fifth Third paying Citi on August 9, 2019, with the expectation of receiving a substantial majority of the shares by the same date. The number of shares received will be based on a discount to the average daily volume-weighted average NASDAQ prices. The agreement includes provisions for potential adjustments to the number of shares delivered or cash payments at settlement, and customary termination clauses that could result in Fifth Third receiving fewer shares than anticipated under certain extraordinary events. This new agreement is in addition to a previously announced $100 million repurchase agreement with Citi.

Key Highlights

  • 1Fifth Third Bancorp entered into a new $200 million share repurchase agreement with Citibank, N.A.
  • 2This repurchase is part of the company's previously announced 100 million share repurchase program.
  • 3The transaction involves Fifth Third paying $200 million and expecting to receive a substantial majority of shares by August 9, 2019.
  • 4The number of shares repurchased will be determined by a discount to the volume-weighted average stock price during the agreement term.
  • 5The agreement includes settlement adjustments and termination provisions that could affect the final number of shares received.
  • 6This $200 million agreement is in addition to a prior $100 million repurchase agreement with Citi, also expected to settle by September 30, 2019.
  • 7The filing includes standard forward-looking statements and risk factors relevant to the company's operations.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose Fifth Third Bancorp's entry into a new material definitive agreement related to a $200 million share repurchase program with Citibank, N.A. This action is part of the company's broader strategy to return capital to shareholders.

The exact number of shares Fifth Third will repurchase is not fixed. The company will pay $200 million, and the number of shares received will be based on a discount to the average daily volume-weighted average NASDAQ prices of Fifth Third's common stock during the agreement's term. The final settlement may also involve adjustments in shares or cash.

Fifth Third expects to pay the $200 million on August 9, 2019, and anticipates receiving a substantial majority of the underlying shares by the same date. The overall settlement of the transaction is expected to occur on or before September 30, 2019.

Yes, the agreement is subject to customary adjustments and termination provisions. In the event of certain extraordinary circumstances, Citibank may terminate the agreement, which could result in Fifth Third receiving fewer shares than initially anticipated.