Prospectus supplement
(To prospectus dated March 28, 2019)
350,000 Depositary Shares
Each Representing a 1/25th Ownership Interest in a Share of
4.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L
We are offering 350,000 depositary shares (Depositary Shares) each representing a 1/25th
ownership interest in a share of 4.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L, no par value, $25,000 liquidation preference per share (equivalent to $1,000 per Depositary Share),
or Series L Preferred Stock, of Fifth Third Bancorp, deposited with American Stock Transfer & Trust Company, LLC, as depositary. The Depositary Shares will be evidenced by depositary receipts. As a holder of Depositary
Shares, you will be entitled to all proportional rights and preferences of the Series L Preferred Stock (including dividend, voting, redemption and liquidation rights, if any). You must exercise such rights through the depositary.
Commencing on the original issue date to, but excluding, September 30, 2025 dividends will accrue on the Series L Preferred Stock, on a non-cumulative basis, at an annual rate of 4.500%. From, and including, September 30, 2025 and for each dividend reset period (as defined herein), dividends will accrue on the Series L Preferred Stock, on a non-cumulative basis, at a rate equal to the Five-Year U.S. Treasury Rate (as defined herein) as of the most recent reset dividend determination date (as defined herein) plus 4.215%. Dividends on the
liquidation preference of $25,000 per share of Series L Preferred Stock will be payable, when, as and if declared by our board of directors, quarterly in arrears on each of March 31, June 30, September 30, and December 31,
beginning on September 30, 2020.
If our board of directors has not declared a dividend on the Series L Preferred Stock before the dividend payment date for any
dividend payment period, such dividend shall not be cumulative and shall not accrue or be payable for such dividend payment period, and we will have no obligation to pay dividends for such dividend payment period, whether or not dividends on the
Series L Preferred Stock are declared for any future dividend payment period.
The Series L Preferred Stock has no stated maturity date. Subject to obtaining all
required regulatory approvals, at our option, from time to time, on any dividend payment date on or after September 30, 2025, we may redeem the Series L Preferred Stock and the related Depositary Shares, in whole or in part, at 100% of their
liquidation preference, plus an amount equal to any declared and unpaid dividends, without accumulation of any undeclared dividends. In addition, the Series L Preferred Stock and the related Depositary Shares may be redeemed, at our option, subject
to obtaining all required regulatory approvals, in whole but not in part, at any time, following the occurrence of a regulatory capital event, as described herein, at 100% of their liquidation preference, plus an amount equal to any
declared and unpaid dividends, without accumulation of any undeclared dividends.
The Series L Preferred Stock will rank equally with our outstanding Series H
Preferred Stock, Series I Preferred Stock, Series J Preferred Stock, the Series A Class B Preferred Stock, and Series K Preferred Stock, junior to our secured and unsecured debt, and senior to our common stock. The Series L Preferred Stock will
not have voting rights, except as required by Ohio law and described under Description of the Series L Preferred StockVoting rights.
We do not
intend to list the Depositary Shares or the Series L Preferred Stock on any securities exchange.
Investing in the Depositary Shares representing interests in the
Series L Preferred Stock involves risks. See Risk factors beginning on page S-6 of this prospectus supplement and in the documents we have incorporated by reference to
read about important factors you should consider before buying the Depositary Shares.
Neither the Securities and Exchange
Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The Depositary Shares and the Series L Preferred Stock are not savings or deposit accounts or other obligations of any bank and are not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other governmental agency.
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Per Depositary Share
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Total
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Initial public offering price(1)
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$
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1,000.00
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$
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350,000,000
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Underwriting discount(2)
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$
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10.00
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$
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3,500,000
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Proceeds to us before expenses
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$
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990.00
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$
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346,500,000
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(1)
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Plus declared dividends, if any, on the Series L Preferred Stock from July 30, 2020 to the date of delivery.
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(2)
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Reflects 350,000 Depositary Shares sold to investors for which the underwriters received an underwriting discount of
$10.00 per Depositary Share.
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The underwriters expect to deliver the
Depositary Shares in book-entry form only through the facilities of The Depository Trust Company against payment in New York, New York on or about July 30, 2020.
Joint Book-Running
Managers
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Morgan Stanley
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Citigroup
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Fifth Third Securities
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RBC Capital Markets
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Co-Managers
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CastleOak Securities, L.P.
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Siebert Williams Shank
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Prospectus Supplement dated July 27, 2020