8-KOther Events

FIFTH THIRD BANCORP 8-K Report, Corporate Update (Dec 30, 2019)

Filed December 30, 2019For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) has entered into an agreement, the TRA Addendum, with Worldpay, Inc. (formerly Vantiv, Inc.) that allows for the termination and settlement of certain cash flows related to their existing Tax Receivable Agreement (TRA). Under this new agreement, Worldpay may pay Fifth Third Bancorp up to approximately $366 million to settle future expected TRA payments, which were originally estimated at $720 million between 2021 and 2035. This transaction is expected to result in a pre-tax gain of approximately $344 million being recognized by Fifth Third Bancorp in the fourth quarter of 2019. The settlement of these obligations by Worldpay would occur through a series of quarterly payments starting in April 2020, April 2022, and April 2023, depending on the specific obligations being settled. It's important to note that this agreement does not affect approximately $195 million of other TRA payments, which are contingent on Worldpay's U.S. taxable income and are expected to be recognized and received in future fiscal years.

Key Highlights

  • 1Fifth Third Bancorp (FITB) and Worldpay, Inc. entered into a TRA Addendum allowing for early settlement of certain Tax Receivable Agreement (TRA) cash flows.
  • 2Worldpay may pay FITB up to approximately $366 million to terminate and settle remaining TRA obligations originally estimated at $720 million.
  • 3FITB expects to recognize a pre-tax gain of approximately $344 million in Q4 2019 due to this agreement.
  • 4The settlement payments from Worldpay will be made in quarterly installments, with payment streams beginning in April 2020, April 2022, and April 2023.
  • 5Approximately $195 million of other TRA payments remain unaffected and are contingent on Worldpay's U.S. taxable income.
  • 6These unaffected TRA payments are expected to be recognized and received between Q4 2020 and Q4 2024, and received in Q1 2021 through Q1 2025 respectively.

Frequently Asked Questions

The main impact is the potential to receive up to $366 million from Worldpay to terminate certain future tax receivable payments. This is expected to result in a pre-tax gain of approximately $344 million recognized in the fourth quarter of 2019, strengthening the company's financial results.

No, the TRA Addendum allows for the settlement of certain cash flows that were estimated to total $720 million. Worldpay may pay up to $366 million to settle these specific obligations early. Additionally, approximately $195 million of other TRA payments are still expected but are subject to Worldpay's taxable income and are not part of this settlement.

The settlement payments, if exercised by Worldpay, will be made in quarterly installments. There are three sets of obligations, with payment streams beginning in April 2020, April 2022, and April 2023, respectively.

No, the TRA Addendum specifically addresses the termination and settlement of certain cash flows. Approximately $195 million of other TRA payments are not included in this settlement agreement and are expected to be recognized and received in future years, contingent on Worldpay's U.S. taxable income.