Fifth Third Bancorp (FITB) Enters Agreement for $342M in Outstanding Common Stock

Fifth Third Bancorp (NASDAQ: FITB) disclosed in an SEC filing:

On April 26, 2017, Fifth Third Bancorp (“Fifth Third”) entered into a share repurchase agreement with Deutsche Bank AG, London Branch (“Deutsche Bank”) pursuant to which Fifth Third will purchase approximately $342 million of its outstanding common stock. Fifth Third is repurchasing the shares of its common stock as part of its 100 million share repurchase program previously announced in a current report on Form 8-K filed on March 16, 2016.

Under the Master Confirmation dated as of May 21, 2013, supplemented by a Supplemental Confirmation dated April 26, 2017, (together, the “Repurchase Agreement”) between Fifth Third and Deutsche Bank, Fifth Third will pay $342 million to Deutsche Bank on May 1, 2017, and expects to receive a substantial majority of the shares underlying the Repurchase Agreement by May 1, 2017. The actual number of shares of Fifth Third common stock to be delivered by Deutsche Bank will be based generally on a discount to the average of the daily volume-weighted average prices of Fifth Third’s common stock during the term of the Repurchase Agreement. At settlement, Deutsche Bank may be obligated to deliver additional shares of Fifth Third’s common stock to Fifth Third, or Fifth Third may be obligated to make a delivery of common stock or a payment of cash to Deutsche Bank at Fifth Third’s election. Fifth Third expects the settlement of the transaction to occur on or before July 26, 2017.

The Repurchase Agreement is subject to certain customary adjustments and termination provisions. In addition, upon the occurrence of certain extraordinary events, Deutsche Bank is entitled to terminate the Repurchase Agreement, in which case Fifth Third may receive fewer shares of its common stock than expected.

The foregoing description of the Repurchase Agreement is a summary and is qualified in its entirety by the terms of the Repurchase Agreement, a copy of which will be filed as an exhibit to Fifth Third’s Form 10-Q for the fiscal quarter ending June 30, 2017.

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