Fifth Third Bancorp (“Fifth Third;” Nasdaq: FITB) today announced that
the board of directors has authorized the conversion into Fifth Third’s
common stock, no par value (“Common Stock”), of all outstanding shares
of Fifth Third’s 8.50% Non-Cumulative Convertible Perpetual Preferred
Stock, Series G (“Series G Preferred Stock”), which shares are
represented by depositary shares each representing 1/250th of
a share of Series G Preferred Stock (“Depositary Shares”), pursuant to
the Amended Articles of Incorporation of Fifth Third Bancorp, as amended
(“Articles”).
Accordingly, effective as of the close of the market on July 1, 2013
(“Conversion Date”) Fifth Third will convert all 16,450 outstanding
shares of Series G Preferred Stock, which shares are represented by
4,112,500 Depositary Shares, into shares of Fifth Third’s Common Stock
in accordance with the terms and conditions set forth in the Articles.
Each share of Series G Preferred Stock is convertible into 2,159.8272
shares of Common Stock on the Conversion Date, subject only to any
anti-dilution rate adjustment as may be required by the Articles.
Provided no anti-dilution rate adjustment is required, each Depositary
Share will be convertible into 8.6393 shares of Common Stock, and the
aggregate number of shares of Common Stock issuable upon the conversion
will be approximately 35,529,160 shares. The shares of Common Stock
issuable upon the conversion are already included in Fifth Third’s fully
diluted share calculations in its historical financial statements.
Following the conversion, the newly issued shares of Common Stock will
also be included in Fifth Third’s actual shares outstanding.
Upon the conversion, the Depositary Shares (Nasdaq: FITBP) will be
delisted from the NASDAQ Global Select Market (the “Exchange”) and
withdrawn from such Exchange. The Depositary Shares will no longer trade
on the Exchange after the market closes on the Conversion Date.
Additionally, Fifth Third’s board of directors has declared a final cash
dividend of $543.06 per share on all outstanding shares of Series G
Preferred Stock, which equates to approximately $2.172 for each
Depositary Share. This final Series G dividend covers the full dividend
period that began on March 31, 2013 and the partial dividend period that
will end on the Conversion Date. The final Series G dividend is payable
on Monday, July 1, 2013 to shareholders of record as of Friday, June 21,
2013.
Corporate Profile
Fifth Third Bancorp is a diversified financial services company
headquartered in Cincinnati, Ohio. As of March 31, 2013, Fifth Third had
$121 billion in assets and operated 18 affiliates with 1,321
full-service Banking Centers, including 104 Bank Mart®
locations open seven days a week inside select grocery stores and 2,426
ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee,
West Virginia, Pennsylvania, Missouri, Georgia and North Carolina. Fifth
Third operates four main businesses: Commercial Banking, Branch Banking,
Consumer Lending, and Investment Advisors. Fifth Third also has a 28%
interest in Vantiv Holding, LLC. Fifth Third is among the largest money
managers in the Midwest and, as of March 31, 2013, had $318 billion in
assets under care, of which it managed $27 billion for individuals,
corporations and not-for-profit organizations. Investor information and
press releases can be viewed at www.53.com.
Fifth Third’s common stock is traded on the NASDAQ® Global
Select Market under the symbol “FITB.”
Forward-Looking Statements
This news release contains statements about Fifth Third Bancorp
(“Fifth Third”) that we believe are “forward-looking statements” within
the meaning of Sections 27A of the Securities Act of 1933, as amended,
and Rule 175 promulgated thereunder, and 21E of the Securities Exchange
Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, that
involve inherent risks and uncertainties. These statements relate
to our financial condition, results of operations, plans, objectives,
future performance or business. They usually can be identified by the
use of forward-looking language such as “will likely result,” “may,”
“are expected to,” “is anticipated,” “estimate,” “forecast,”
“projected,” “intends to,” or may include other similar words or phrases
such as “believes,” “plans,” “trend,” “objective,” “continue,” “remain,”
or similar expressions, or future or conditional verbs such as “will,”
“would,” “should,” “could,” “might,” “can,” or similar verbs. You should
not place undue reliance on these statements, as they are subject to
risks and uncertainties, , including but not limited to the risk factors
set forth in our most recent Annual Report on Form 10-K. When
considering these forward-looking statements, you should keep in mind
these risks and uncertainties, as well as any cautionary statements we
may make. Moreover, you should treat these statements as speaking only
as of the date they are made and based only on information then actually
known to us.
There are a number of important factors that could cause future
results to differ materially from historical performance and these
forward-looking statements. Factors that might cause such a difference
include, but are not limited to: (1) general economic conditions and
weakening in the economy, specifically the real estate market, either
nationally or in the states in which Fifth Third, one or more acquired
entities and/or the combined company do business, are less favorable
than expected; (2) deteriorating credit quality; (3) political
developments, wars or other hostilities may disrupt or increase
volatility in securities markets or other economic conditions; (4)
changes in the interest rate environment reduce interest margins; (5)
prepayment speeds, loan origination and sale volumes, charge-offs and
loan loss provisions; (6) Fifth Third’s ability to maintain required
capital levels and adequate sources of funding and liquidity; (7)
maintaining capital requirements may limit Fifth Third’s operations and
potential growth; (8) changes and trends in capital markets; (9)
problems encountered by larger or similar financial institutions may
adversely affect the banking industry and/or Fifth Third; (10)
competitive pressures among depository institutions increase
significantly; (11) effects of critical accounting policies and
judgments; (12) changes in accounting policies or procedures as may be
required by the Financial Accounting Standards Board (FASB) or other
regulatory agencies; (13) legislative or regulatory changes or actions,
or significant litigation, adversely affect Fifth Third, one or more
acquired entities and/or the combined company or the businesses in which
Fifth Third, one or more acquired entities and/or the combined company
are engaged, including the Dodd-Frank Wall Street Reform and Consumer
Protection Act; (14) ability to maintain favorable ratings from rating
agencies; (15) fluctuation of Fifth Third’s stock price; (16) ability to
attract and retain key personnel; (17) ability to receive dividends from
its subsidiaries; (18) potentially dilutive effect of future
acquisitions on current shareholders’ ownership of Fifth Third; (19)
effects of accounting or financial results of one or more acquired
entities; (20) difficulties from the separation of or the results of
operations of Vantiv, LLC; (21) loss of income from any sale or
potential sale of businesses that could have an adverse effect on Fifth
Third’s earnings and future growth; (22) ability to secure confidential
information and deliver products and services through the use of
computer systems and telecommunications networks; and (23) the impact of
reputational risk created by these developments on such matters as
business generation and retention, funding and liquidity.
You should refer to our periodic and current reports filed with the
SEC for further information on other factors which could cause actual
results to be significantly different from those expressed or implied by
these forward-looking statements.
Fifth Third Bancorp
Jim Eglseder (Investors), 513-534-8424
Laura Wehby (Investors), 513-534-7407
Larry Magnesen (Media), 513-534-8055