8-KCorporate ChangesOther EventsExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Bylaw Amendment (Jul 30, 2020)

Filed July 30, 2020For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) filed an 8-K on July 30, 2020, detailing significant activity related to its preferred stock. The company finalized amendments to its Articles of Incorporation to establish the terms of its 4.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L. This action paved the way for the subsequent offering and sale of related depositary shares. The primary focus for investors is the successful closing of the Depositary Shares Offering, where Fifth Third sold 350,000 depositary shares. Each share represents a 1/25th ownership interest in the Series L Preferred Stock, with a liquidation preference of $1,000 per depositary share. The offering generated substantial net proceeds of approximately $345.7 million after deducting expenses and underwriting discounts, strengthening the company's capital position.

Key Highlights

  • 1Fifth Third Bancorp finalized the terms and designations for its 4.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L, by filing a Certificate of Amendment to its Articles of Incorporation.
  • 2The company successfully closed an offering of 350,000 depositary shares, each representing a 1/25th interest in a share of Series L Preferred Stock.
  • 3The depositary shares each have a liquidation preference of $1,000, meaning the underlying preferred stock has a liquidation preference of $25,000 per share.
  • 4The net proceeds from the depositary share offering totaled approximately $345,710,320, after accounting for expenses and underwriting discounts.
  • 5The offering was conducted under an Underwriting Agreement dated July 27, 2020, with a syndicate of underwriters led by Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Fifth Third Securities, Inc., and RBC Capital Markets, LLC.
  • 6The issued securities were registered under a previously filed automatic shelf registration statement on Form S-3.
  • 7Various agreements and forms related to the offering, including the Underwriting Agreement and Deposit Agreement, are filed as exhibits to this 8-K.

Frequently Asked Questions

The main purpose of this 8-K filing is to report on the finalization of the terms for Fifth Third Bancorp's Series L Preferred Stock and the successful closing of an offering of depositary shares representing interests in this preferred stock.

Fifth Third Bancorp raised approximately $345,710,320 in net proceeds from the sale of the depositary shares, after deducting estimated expenses and underwriting discounts.

The Series L Preferred Stock is a 4.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock. It has a liquidation preference of $25,000 per share. The depositary shares offered represent a 1/25th ownership interest in these preferred shares, with a $1,000 liquidation preference per depositary share.

The offering was underwritten by a syndicate of underwriters represented by Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Fifth Third Securities, Inc., and RBC Capital Markets, LLC.