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FIFTH THIRD BANCORP FILES (8-K) Disclosing Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

April 28, 2014



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On April 28, 2014, Fifth Third Bancorp ("Fifth Third") entered into a share repurchase agreement with Morgan Stanley & Co. LLC ("MSCO") pursuant to which Fifth Third will purchase approximately $150 million of its outstanding common stock. Fifth Third is repurchasing the shares of its common stock as part of its 100 million share repurchase program previously announced on March 18, 2014.

Under the Master Confirmation, supplemented by a Supplemental Confirmation (together, the "Repurchase Agreement") between Fifth Third and MSCO, Fifth Third will pay $150 million to MSCO on May 1, 2014 and expects to receive a substantial majority of the shares underlying the Repurchase Agreement by May 1, 2014. The actual number of shares of Fifth Third common stock to be delivered by MSCO will be based generally on a discount to the average daily volume-weighted average prices of Fifth Third's common stock during the term of the Repurchase Agreement. At settlement, MSCO may be obligated to deliver additional shares of Fifth Third's common stock to Fifth Third, or Fifth Third may be obligated to make a delivery of common stock or a payment of cash to MSCO at Fifth Third's election. Fifth Third expects the settlement of the transaction to occur on or before July 28, 2014.

The Repurchase Agreement is subject to certain customary adjustments and termination provisions. In addition, upon the occurrence of certain extraordinary events, MSCO is entitled to terminate the Repurchase Agreement, in which case Fifth Third may receive fewer shares of its common stock than expected.

The foregoing description of the Repurchase Agreement is a summary and is qualified in its entirety by the terms of the Repurchase Agreement, a copy of which will be filed as an exhibit to Fifth Third's Form 10-Q for the quarter ending June 30, 2014.

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 Third's affiliates for which they have received, and may in the future receive, customary fees and expenses.

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Source: Edgar Glimpses


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