Fifth Third Bancorp Announces Actions Relating to Certain Trust Preferred Securities
May 25 2011 - 4:20PM
Business Wire
On May 16, 2011, Fifth Third Bancorp (the “Company”) delivered a
notice to the trustee of Fifth Third Capital Trust VII (the
“Trust”) to mandatorily redeem the 8.875% trust preferred
securities of the Trust (the “Trust Preferred Securities”) on June
15, 2011 at an aggregate cash redemption price of $25.18 per Trust
Preferred Security. This action constitutes a redemption as a
result of a “Capital Treatment Event” under the Trust Preferred
Securities’ governing instruments in connection with the passage of
the Dodd-Frank Wall Street Reform and Consumer Protection Act. The
Trust Preferred Securities were listed on the New York Stock
Exchange under the trading symbol FTBPRC. The Exchange was notified
of the redemption on May 17, 2011 and a Current Report on Form 8-K
describing the redemption notice was filed by the Company with the
Securities and Exchange Commission on May 18, 2011. Trading in this
security was halted by the New York Stock Exchange shortly after
this Form 8-K was filed and did not resume until a new trading
symbol, FTBPRCCL, was assigned on May 19, 2011.
The Trust Preferred Securities traded at prices above the
redemption amount during the period between the time the trustee
was notified and before the Form 8-K describing the redemption was
filed. The Company was not a party to nor participated in any
trading of the Trust Preferred Securities during such period or
thereafter.
In light of the foregoing, the Company has determined that it
will voluntarily compensate persons who purchased these Trust
Preferred Securities after 2:16 p.m. EDST on Monday, May 16, 2011
and before trading was halted in the security on Wednesday May 18,
2011. Such affected purchasers will be eligible to receive an
aggregate cash amount per Trust Preferred Security equal to the
amount, if any, that the price at which the applicable Trust
Preferred Security was purchased during the relevant period exceeds
$25.18 or, if the purchaser later sold Trust Preferred Securities
purchased during the relevant period at a price above $25.18, the
payment shall be based on the amount, if any, that the price at
which the applicable Trust Preferred Security was purchased during
the relevant period exceeds such sale price. The Company
anticipates that the total amount of compensation payments in this
matter will not exceed approximately $1.5 million.
Fifth Third is voluntarily taking this step because the
interests of its security holders are important to it, and the
Company regrets any inadvertent harm that may have occurred as a
result of the notification process involved with this
redemption.
The Company will provide further information to eligible holders
of Trust Preferred Securities concerning the procedures for
compensation as outlined above.
General Information
Fifth Third Bancorp is a diversified financial services company
headquartered in Cincinnati, Ohio. The Company has $110 billion in
assets and operates 15 affiliates with 1,313 full-service Banking
Centers, including 101 Bank Mart® locations open seven days a week
inside select grocery stores and 2,449 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
49% interest in Fifth Third Processing Solutions, LLC. Fifth Third
is among the largest money managers in the Midwest and, as of March
31, 2011, had $274 billion in assets under care, of which it
managed $26 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® National Global Select Market under the
symbol "FITB."
Forward-Looking Statements
This news 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," "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.
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.
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