01—Abstract
Summary
Summary of the 8-K filed June 12, 2024. Cited figures are marked; the original filing is the authoritative source.
Fifth Third Bancorp (FITB) has entered into a new share repurchase agreement with Morgan Stanley & Co. LLC valued at approximately $125 milliona.
This agreement, executed on June 11, 2024, is part of the company's ongoing share repurchase program, which was initially announced in 2019. The primary objective is to acquire a significant portion of its outstanding common stock, with expectations to receive the majority of the shares by June 12, 2024, and full settlement anticipated by June 27, 2024. Under the terms of the Repurchase Agreement, Fifth Third Bancorp will pay Morgan Stanley $125 millionb, and in return, will receive shares of its common stock.
The exact number of shares will be determined based on a discount to the average daily volume-weighted average NASDAQ prices during the agreement's term. The agreement includes provisions for potential adjustments and termination events, which could affect the final number of shares repurchased.
02—Key points
Key Highlights
- Fifth Third Bancorp entered into a $125 million share repurchase agreement with Morgan Stanley.
- The repurchase is part of an existing 100 million share repurchase program announced in 2019.
- Fifth Third will pay $125 million on June 12, 2024, expecting to receive a substantial majority of shares on the same day.
- The number of shares repurchased will be based on a discount to the average daily volume-weighted average NASDAQ prices.
- Settlement of the transaction is expected to occur on or before June 27, 2024.
- The agreement includes customary adjustments and termination provisions, with potential for Morgan Stanley to terminate under certain extraordinary events.
- Morgan Stanley has a history of providing financial advisory services to Fifth Third Bancorp.
03—Questions
Frequently Asked Questions
What is the primary purpose of this new agreement?
The primary purpose of this new agreement is for Fifth Third Bancorp to repurchase approximately $125 million of its own outstanding common stock. This action is consistent with the company's previously announced share repurchase program.
How will the number of shares repurchased be determined?
The actual number of Fifth Third Bancorp common stock shares to be delivered by Morgan Stanley will be based generally on a discount to the average of the daily volume-weighted average NASDAQ prices of Fifth Third’s common stock during the term of the Repurchase Agreement.
Are there any risks associated with this repurchase agreement?
Yes, the agreement is subject to certain customary adjustments and termination provisions. In particular, upon the occurrence of certain extraordinary events, Morgan Stanley is entitled to terminate the agreement, which could result in Fifth Third receiving fewer shares than initially expected.
When is the expected completion date for this transaction?
Fifth Third Bancorp expects the settlement of this share repurchase transaction to occur on or before June 27, 2024. The company anticipates receiving a substantial majority of the shares by June 12, 2024.
04—Continue