Current Report Filing (8-k)
March 16 2018 - 4:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 15, 2018
(Exact Name of Registrant as Specified in Its Charter)
Ohio
(State or Other
Jurisdiction of Incorporation)
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001-33653
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31-0854434
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(Commission File Number)
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(IRS Employer Identification No.)
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Fifth Third Center
38 Fountain Square Plaza, Cincinnati, Ohio
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45263
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(Address of Principal Executive Offices)
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(Zip Code)
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(800)
972-3030
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of
this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
FORWARD-LOOKING STATEMENTS
This report 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,
as amended 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 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) deteriorating credit quality; (2) loan concentration by location or industry of borrowers or collateral; (3) problems
encountered by other financial institutions; (4) inadequate sources of funding or liquidity; (5) unfavorable actions of rating agencies; (6) inability to maintain or grow deposits; (7) limitations on the ability to receive
dividends from subsidiaries; (8) cyber-security risks; (9) Fifth Thirds ability to secure confidential information and deliver products and services through the use of computer systems and telecommunications networks;
(10) failures by third-party service providers; (11) inability to manage strategic initiatives and/or organizational changes; (12) inability to implement technology system enhancements; (13) failure of internal controls and other
risk management systems; (14) losses related to fraud, theft or violence; (15) inability to attract and retain skilled personnel; (16) adverse impacts of government regulation; (17) governmental or regulatory changes or other
actions; (18) failures to meet applicable capital requirements; (19) regulatory objections to Fifth Thirds capital plan; (20) regulation of Fifth Thirds derivatives activities; (21) regulatory objections to Fifth
Thirds resolution plan; (22) deposit insurance premiums; (23) assessments for the orderly liquidation fund; (24) changes in LIBOR; (25) weakness in the national or local economies; (26) global political and economic
uncertainty or negative actions; (27) changes in interest rates; (28) changes and trends in capital markets; (29) fluctuation of Fifth Thirds stock price; (30) volatility in mortgage banking revenue; (31) litigation,
investigations, and enforcement proceedings by governmental authorities; (32) breaches of contractual covenants, representations and warranties; (33) competition and changes in the financial services industry; (34) changing retail
distribution strategies, customer preferences and behavior; (35) difficulties in identifying, acquiring or integrating suitable strategic partnerships, investments or acquisitions; (36) potential dilution from future acquisitions;
(37) loss of income and/or difficulties encountered in the sale and separation of businesses, investments or other assets; (38) results of Vantiv Holding, LLC, a subsidiary of Worldpay, Inc. or other investments or acquired entities;
(39) difficulties from or changes in Fifth Thirds investment in, relationship
with, and nature of the operations of Vantiv Holding, LLC, a subsidiary of Worldpay, Inc.; (40) changes in accounting standards or interpretation or declines in the value of Fifth
Thirds goodwill or other intangible assets; (41) inaccuracies or other failures from the use of models; (42) effects of critical accounting policies and judgments or the use of inaccurate estimates; (43) weather related events
or other natural disasters; and (44) the impact of reputational risk created by these or other 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. Copies of those filings are available at no cost on the SECs Web site at
www.sec.gov
or on our Web site at
www.53.com
. We undertake no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this report.
Item 1.01
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Entry into a Material Definitive Agreement
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant
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As previously announced, on December 18, 2017, Fifth Third Bancorp (Fifth Third) entered into an accelerated share repurchase
transaction with Morgan Stanley & Co. LLC (MSCO) pursuant to which Fifth Third would purchase approximately $273 million of its outstanding common stock (the December 2017 Repurchase). Fifth Third is
repurchasing the shares of its common stock as part of its 100 million share repurchase program previously announced in a current report on Form
8-K
filed on March 16, 2016 (the March 2016
Repurchase Program).
On March 15, 2018, Fifth Third was notified by MSCO that it had finished purchasing shares in connection
with the December 2017 Repurchase. A total of 7,727,273 shares were repurchased upon execution of the December 2017 Repurchase agreement, and an additional 824,367 shares will have been repurchased upon completion of the agreement. The repurchase of
the additional shares is expected to settle on Monday, March 19, 2018. In total, 8,551,640 shares will have been repurchased at an average price of $32.3832 per share.
This December 2017 Repurchase is in addition to the one that Fifth Third entered into with MSCO on February 8, 2018 for
$318 million, which is expected to settle on or before May 14, 2018 (the February 2018 Repurchase). The February 2018 Repurchase is also part of the March 2016 Repurchase Program. After the completion of the December 2017 Repurchase,
Fifth Third will have approximately 13.6 million shares of remaining repurchase authority under the aforementioned the March 2016 Repurchase Program. Future repurchases will be made using the new 100 million share repurchase program
announced in a current report on Form
8-K
filed on February 27, 2018.
MSCO and certain of
its affiliates have performed, and in the future may perform, various financial advisory and other services for Fifth Third and Fifth Thirds affiliates for which they have received, and may in the future receive, customary fees and expenses.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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FIFTH THIRD BANCORP
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(Registrant)
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March 16, 2018
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/s/ JAMES C. LEONARD
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James C. Leonard
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Executive Vice President and Treasurer
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