8-KOther EventsExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Corporate Update (Oct 27, 2022)

Filed October 27, 2022For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) announced on October 27, 2022, the successful completion of a Senior Notes Offering, raising approximately $994.7 million in net proceeds. The offering consisted of $1 billion in principal amount of 6.361% Fixed Rate/Floating Rate Senior Notes due 2028. These notes were sold under an Underwriting Agreement with several financial institutions and are governed by a Supplemental Indenture that modifies the company's existing Senior Debt Securities Indenture. This issuance is part of Fifth Third's broader debt financing strategy, registered under an automatic shelf registration statement. Notably, concurrent with this offering, Fifth Third Bank, National Association, the bank's subsidiary, also issued $1 billion in principal amount of its 5.852% Fixed Rate/Floating Rate Senior Notes due 2025 in a separate private placement. The proceeds from these offerings will bolster the company's liquidity and capital resources.

Key Highlights

  • 1Fifth Third Bancorp successfully issued $1 billion in 6.361% Fixed Rate/Floating Rate Senior Notes due 2028.
  • 2Net proceeds from the offering are approximately $994.7 million after deducting underwriting discounts and expenses.
  • 3The Senior Notes were issued under an Underwriting Agreement with Goldman Sachs & Co. LLC, Fifth Third Securities, Inc., Morgan Stanley & Co. LLC, and RBC Capital Markets, LLC.
  • 4The issuance is governed by a Supplemental Indenture modifying the company's existing Senior Debt Securities Indenture.
  • 5The notes were registered under an automatic shelf registration statement on Form S-3 filed earlier in 2022.
  • 6Concurrently, Fifth Third Bank issued $1 billion in 5.852% Senior Notes due 2025 in a separate private placement.
  • 7The filing includes various exhibits such as the Underwriting Agreement, Supplemental Indenture, and the form of the Senior Notes.

Frequently Asked Questions

This 8-K filing reports on the "Other Events" of Fifth Third Bancorp, specifically detailing the successful completion of its Senior Notes Offering of $1 billion in 6.361% Fixed Rate/Floating Rate Senior Notes due 2028 and the associated net proceeds raised.

Fifth Third Bancorp raised approximately $994.7 million in net proceeds from the sale of the 6.361% Senior Notes due 2028, after accounting for underwriting discounts and estimated expenses.

The 'Fixed Rate/Floating Rate' designation means the interest rate on these senior notes is fixed for an initial period and then converts to a floating rate based on a benchmark interest rate (such as SOFR) for the remainder of their term. This can impact the total interest expense over the life of the notes.

Issuing senior notes is a common way for companies to raise capital for general corporate purposes, such as supporting business operations, funding growth initiatives, or managing its balance sheet. The net proceeds of approximately $994.7 million will enhance Fifth Third's liquidity and capital base. The concurrent issuance by its subsidiary further diversifies its funding sources.