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FIFTH THIRD BANCORP FILES (8-K/A) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

June 5, 2014



Item 5.03 Amendments to Articles of Incorporation or Bylaws

On June 3, 2014, Fifth Third filed a Certificate of Amendment to its Amended Articles of Incorporation, as amended, for the purpose of fixing the designations, preferences, limitations and relative rights of the 4.90% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series J, no par value, $25,000 liquidation preference per share ("Series J Preferred Stock"). The Certificate of Amendment became effective upon filing, and a copy of the Certificate of Amendment is filed as Exhibit 4.1 to this Form 8-K.

Item 8.01 Other Events

Offering of Depositary Shares Representing Series J Preferred Stock. On June 5, 2014, Fifth Third closed the sale of 300,000 depositary shares, $1,000 liquidation preference per depositary share ("Depositary Shares"), each representing a 1/25th ownership interest in a share of Series J Preferred Stock (the "Depositary Shares Offering"). The net proceeds from the Depositary Shares Offering after estimated expenses and underwriting discounts to be paid by Fifth Third totaled approximately $297,000,000.

On June 2, 2014, Fifth Third entered into an Underwriting Agreement (the "Underwriting Agreement") with Deutsche Bank Securities Inc., Goldman, Sachs & Co., and Morgan Stanley & Co. LLC, for themselves and on behalf of Fifth Third Securities, Inc., for the Depositary Shares Offering.

The Depositary Shares Offering is described in Fifth Third's prospectus supplement dated June 2, 2014, together with the related prospectus dated March 26, 2013, filed with the Securities and Exchange Commission under Rule 424(b) on June 4, 2014.

The following documents are being filed with this Form 8-K: (i) the Underwriting Agreement; (ii) the Deposit Agreement dated as of June 5, 2014 among Fifth Third Bancorp, as issuer, Wilmington Trust, National Association, as depositary and calculation agent, American Stock Transfer & Trust Company, LLC, as transfer agent and registrar, and the holders from time to time of depositary receipts issued thereunder; (iii) the form of Certificate representing shares of Series J Preferred Stock; and (iv) the form of Depositary Receipt.

The Underwriting Agreement contains various representations, warranties and agreements by Fifth Third, conditions to closing, indemnification rights and obligations of the parties, and termination provisions.

The Deposit Agreement sets forth the various rights and obligations of the parties thereto and establishes the relationships between the issuer, the depositary and calculation agent, and the transfer agent and registrar.

The descriptions of the Underwriting Agreement, the Deposit Agreement and the Certificate of Amendment to Fifth Third's Amended Articles of Incorporation, as amended, and other documents relating to this transaction do not purport to be complete and are qualified in their entirety by reference to the full text of such securities and documents, forms or copies of which are attached hereto as exhibits and are incorporated herein by reference.

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The Depositary Shares sold in the Depositary Shares Offering and the related shares of Series J Preferred Stock were registered by Fifth Third pursuant to an automatic shelf registration statement on Form S-3 (SEC File No. 333-187546) filed with the Securities and Exchange Commission on March 26, 2013.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits



Exhibits below relate to Registration Number 333-187546 on Form S-3 of Fifth Third Bancorp and are filed herewith for incorporation by reference in such Registration Statement:

1.1 - Underwriting Agreement dated as of June 2, 2014 among Fifth Third Bancorp and with Deutsche Bank Securities Inc., Goldman, Sachs & Co., and Morgan Stanley & Co. LLC, for themselves and on behalf of Fifth Third Securities, Inc.*

4.1 - Certificate of Amendment to the Amended Articles of Incorporation, as amended, of Fifth Third Bancorp with respect to its 4.90% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series J.*

4.2 - Form of Certificate Representing the 4.90% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series J.*

4.3 - Deposit Agreement dated as of June 5, 2014 among Fifth Third Bancorp, as issuer, Wilmington Trust, National Association, as depositary and calculation agent, American Stock Transfer & Trust Company, LLC, as transfer agent and registrar, and the holders from time to time of depositary receipts issued thereunder.*

4.4 - Form of Depositary Receipt (included as Exhibit A to Exhibit 4.3).*

5.1 - Opinion of Graydon Head & Ritchey LLP regarding legality of Depositary Shares and Series J Preferred Stock.*

8.1 - Opinion of Graydon Head & Ritchey LLP regarding tax implications of Depositary Shares and Series J Preferred Stock.*

23.1 - Consent of Graydon Head & Ritchey LLP (included in opinion filed as Exhibit 5.1).*

23.2 - Consent of Graydon Head & Ritchey LLP (included in opinion filed as Exhibit 8.1).*

* Previously filed on June 5, 2014 with the initial Form 8-K to which this

Amendment relates.

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Source: Edgar Glimpses


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