On November 21, 2016, Vantiv, Inc. (NYSE: VNTV) conducted a secondary
offering of 4.8 million shares of its Class A common stock on behalf of
Fifth Third (Nasdaq: FITB). Vantiv is also concurrently repurchasing
850,000 shares of Vantiv Class A common stock from Fifth Third. The 5.65
million shares being sold by Fifth Third through these transactions were
obtained through the net exercise of the entire remaining warrant
position in Vantiv Holding, LLC and the exchange of those Vantiv
Holding, LLC units for Class A shares of common stock in Vantiv, Inc.
The warrant position gave Fifth Third the right to purchase
approximately 7.8 million Class C units at a $15.98 strike price, which
was settled through the net issuance of 5.65 million units.
The warrant exercise and related sale of Vantiv stock is consistent with
Fifth Third’s goal of monetizing its remaining stake in Vantiv over
time. The exercise of the entire remaining warrant will also serve to
reduce the volatility of Fifth Third’s earnings by eliminating fair
value adjustments related to the warrant. “We continue to take a
deliberate and thoughtful approach to reducing our ownership interests
in Vantiv,” said Greg Carmichael, Chief Executive Officer of Fifth
Third. “Since the sale of a majority interest in Vantiv in 2009, the
warrant position has generated approximately $528 million in after-tax
value for Fifth Third’s shareholders.”
During the fourth quarter, Fifth Third expects to recognize a pre-tax
gain of approximately $9 million (approximately $6 million after tax)
related to these transactions. It will also add approximately 4 bps to
Fifth Third’s Common Equity Tier 1 ratio. Following the offering and
concurrent repurchase of shares by Vantiv, Inc., Fifth Third will
beneficially own approximately 17.9% of Vantiv’s equity through its
ownership of approximately 35 million Class B units of Vantiv Holding,
LLC.
If the offering is consummated, Fifth Third will be entitled to appoint
one director to Vantiv’s board of directors instead of two. Accordingly,
Vantiv intends to decrease the size of its board to 11 members, and
expects that one of the Fifth Third directors will resign from Vantiv’s
board. Fifth Third will continue to account for its ownership in Vantiv
under the equity method of accounting given the combination of its level
of ownership in the outstanding voting interests of Vantiv, the
significant contractual arrangements between Vantiv and Fifth Third and
Fifth Third’s continued representation on the board of directors of
Vantiv.
In connection with these transactions, Vantiv is expected to record a
liability of approximately $175 million related to potential cash
payments owed to Fifth Third over the next 15 plus years under the Tax
Receivable Agreement.
Fifth Third Bancorp is a diversified financial services company
headquartered in Cincinnati, Ohio. As of September 30, 2016, the Company
had $143 billion in assets and operates 1,191 full-service Banking
Centers, including 94 Bank Mart® locations, most open seven days a week,
inside select grocery stores and 2,497 ATMs in Ohio, Kentucky, Indiana,
Michigan, Illinois, Florida, Tennessee, West Virginia, Georgia and North
Carolina. Fifth Third operates four main businesses: Commercial Banking,
Branch Banking, Consumer Lending, and Wealth & Asset Management. As of
September 30, 2016, Fifth Third also had an 18.3% interest in Vantiv
Holding, LLC. Fifth Third is among the largest money managers in the
Midwest and, as of September 30, 2016, had $314 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 release contains statements that we believe are “forward-looking
statements” within the meaning of Section 27A of the Securities Act of
1933, as amended, and Rule 175 promulgated thereunder, and Section 21E
of the Securities Exchange Act of 1934, as amended, and Rule 3b-6
promulgated thereunder. 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,” “anticipates,” “potential,” “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 as updated from
time to time by our Quarterly Reports on Form 10-Q. 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 is a risk that additional information may become known during
the company’s quarterly closing process or as a result of subsequent
events that could affect the accuracy of the statements and financial
information contained herein.
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 or real estate
market conditions, either nationally or in the states in which Fifth
Third, one or more acquired entities and/or the combined company do
business, weaken or 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 and adequate sources of
funding and liquidity 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 Fifth Third’s investment in, relationship with, and nature of the
operations of Vantiv, LLC; (21) loss of income from any sale or
potential sale of businesses; (22) difficulties in separating the
operations of any branches or other assets divested; (23) losses or
adverse impacts on the carrying values of branches and long-lived assets
in connection with their sales or anticipated sales; (24) inability to
achieve expected benefits from branch consolidations and planned sales
within desired timeframes, if at all; (25) ability to secure
confidential information and deliver products and services through the
use of computer systems and telecommunications networks; and (26) 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
Securities and Exchange Commission, or “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
Sameer Gokhale (Investors), 513-534-2219
or
Larry Magnesen (Media), 513-534-8055