Fifth Third Announces Pricing of $500 Million Public Offering of Senior Notes
March 02 2012 - 5:35PM
Business Wire
Fifth Third Bancorp (“Fifth Third”) (Nasdaq: FITB) today
announced the pricing of an underwritten public offering of $500
million aggregate principal amount of 10-year senior notes. The
notes are senior unsecured obligations of Fifth Third. They were
sold at 99.306% of the principal amount and will bear interest at a
rate of 3.50%. Fifth Third expects the offering to close on March
7, 2012, subject to customary closing conditions.
Fifth Third intends to use the net proceeds from this offering
for general corporate purposes.
Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, and
Morgan Stanley & Co. LLC are acting as the joint book-running
managers for the offering. Fifth Third Securities, Inc. and Credit
Suisse Securities (USA) LLC are acting as senior co-managers for
the offering.
The offering was made under a shelf registration statement that
was filed with the U.S. Securities and Exchange Commission (“SEC”)
and became automatically effective on March 25, 2010. You may
obtain the prospectus supplement and accompanying prospectus
describing the offering by visiting EDGAR on the SEC web site at
www.sec.gov. Alternatively, copies of
the prospectus supplement and accompanying prospectus may be
obtained from Deutsche Bank Securities Inc., Attention: Prospectus
Department, Harborside Financial Center, 100 Plaza One, Jersey
City, New Jersey 07311-3988, Telephone (800) 503-4611, or by
emailing prospectus.cpdg@db.com; J.P. Morgan Securities LLC,
Investment Grade Syndicate Desk, 383 Madison Avenue, New York, New
York 10179 or by calling (212) 834-4533; or Morgan Stanley &
Co. LLC, 180 Varick Street, New York, New York, 10014, Telephone
(866) 718-1649.
This news release does not constitute an offer to sell or the
solicitation of any offer to buy these securities, nor shall there
be any offer or sale of these securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful. The
offering will be made only by means of a prospectus and
supplemental prospectus.
General Information
Fifth Third Bancorp is an Ohio corporation and a diversified
financial services company headquartered in Cincinnati, Ohio. At
December 31, 2011, Fifth Third operated 15 affiliates with
1,316 full-service Banking Centers, including 104 Bank Mart®
locations open seven days a week inside select grocery stores and
2,425 ATMs in 12 states throughout the Midwestern and Southeastern
regions of the United States. Fifth Third operates four main
businesses: Commercial Banking, Branch Banking, Consumer Lending
and Investment Advisors. Fifth Third also has a 49% interest in
Vantiv Holding, LLC, formerly Fifth Third Processing Solutions,
LLC.
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
those described in this prospectus supplement or the documents
incorporated by reference herein, including 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 (“Dodd-Frank 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 Vantiv
Holding, LLC, formerly Fifth Third Processing Solutions, LLC, from
Fifth Third; (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 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.
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