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FITB > SEC Filings for FITB > Form 8-K on 13-Nov-2013All Recent SEC Filings

Show all filings for FIFTH THIRD BANCORP

Form 8-K for FIFTH THIRD BANCORP


13-Nov-2013

Creation of a Direct Financial Obligation or an Obligation under an Off-Balan


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

On November 13, 2013, Fifth Third Bancorp ("Fifth Third") entered into a share repurchase agreement with Deutsche Bank AG, London Branch ("Deutsche") pursuant to which Fifth Third will purchase approximately $200 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 19, 2013.

Under the Master Confirmation, supplemented by a Supplemental Confirmation (together, the "Repurchase Agreement") between Fifth Third and Deutsche, Fifth Third will pay $200 million to Deutsche on November 18, 2013 and expects to receive a substantial majority of the shares underlying the Repurchase Agreement by November 18, 2013. The actual number of shares of Fifth Third common stock to be delivered by Deutsche 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, Deutsche 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 Deutsche at Fifth Third's election. Fifth Third expects the settlement of the transaction to occur on or before February 28, 2014.

The Repurchase Agreement is subject to certain customary adjustments and termination provisions. In addition, upon the occurrence of certain extraordinary events, Deutsche 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-K for the year ending December 31, 2013.

Deutsche 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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