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): August 2, 2019
(Exact name of registrant as specified in its charter)
(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):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, Without Par Value | FITB | The NASDAQ Stock Market LLC | ||
Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I | FITBI | The NASDAQ Stock Market LLC |
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. ☐
Item 8.01 |
Other Events |
MB Financial, Inc., a wholly-owned subsidiary of Fifth Third Bancorp (the Company) has submitted redemption notices to the trustees to redeem the trust preferred securities related to the trusts listed below, which will result in the redemption of the securities identified below on the date specified. The redemptions will be funded with excess cash currently available to the Company.
Trust |
Security |
Principal Amount | Redemption Date | |||||||
MB Financial Capital Trust II |
Floating Rate Capital Securities | $ | 35,000,000 | 9/16/2019 | ||||||
MB Financial Capital Trust IV |
Capital Securities | $ | 20,000,000 | 9/16/2019 | ||||||
MB Financial Capital Trust V |
Floating Rate Capital Securities | $ | 30,000,000 | 9/16/2019 |
On August 2, 2019, the Company issued a press release announcing this redemption. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits |
Exhibit 99.1 Press Release dated August 2, 2019.
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.
FIFTH THIRD BANCORP (Registrant) |
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August 2, 2019 |
By: |
/s/ James C. Leonard |
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James C. Leonard |
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Executive Vice President and Treasurer |
Exhibit 99.1
NEWS RELEASE
CONTACTS | ||
Chris Doll (Investor Relations) Christopher.Doll@53.com | 513-534-2345 |
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Gary Rhodes (Media Relations) | August 2, 2019 | |
Gary.Rhodes@53.com | 513-534-4225 |
Fifth Third Bancorp Announces Redemption of MB Financial
Capital Trust II, IV, and V
CINCINNATI Fifth Third Bancorp (Nasdaq: FITB) today announced that it has submitted redemption notices to the trustees for redemption on September 16, 2019, of all the outstanding trust preferred securities issued by MB Financial Capital Trust II, IV, and V.
MB Financial Capital Trust II floating rate capital securities (no CUSIP) have a current distribution rate of 3 month LIBOR plus 1.40 percent and a scheduled maturity date of September 15, 2035, although they may be redeemed on any interest payment date on or after September 15, 2010. The outstanding principal balance of these preferred securities is $35,000,000. The redemption price will be $1,000 per security, which reflects 100 percent of the liquidation amount, plus accrued and unpaid distributions to the actual redemption date of $347.53 per security will be paid. The redemptions will be funded with available cash.
MB Financial Capital Trust IV capital securities (no CUSIP) have a current distribution rate of 3 month LIBOR plus 1.52 percent and a scheduled maturity date of September 15, 2036, although they may be redeemed on any interest payment date on or after September 15, 2011. The outstanding principal balance of these preferred securities is $20,000,000. The redemption price will be $1,000 per security, which reflects 100 percent of the liquidation amount, plus accrued and unpaid distributions to the actual redemption date of $207.10 per security will be paid. The redemptions will be funded with available cash.
MB Financial Capital Trust V floating rate capital securities (CUSIP 55376EAA8) have a current distribution rate of 3 month LIBOR plus 1.30 percent and a scheduled maturity date of December 15, 2037, although they may be redeemed on any interest payment date on or after December 15, 2012. The outstanding principal balance of these preferred securities is $30,000,000. The redemption price will be $1,000 per security, which reflects 100 percent of the liquidation amount, plus accrued and unpaid distributions to the actual redemption date of $290.06 per security will be paid. The redemptions will be funded with available cash.
The redemption or paying agent for the MB Financial Capital Trust II and V securities is:
Wilmington Trust
1100 North Market Street
Wilmington, DE 19890
Attn: Michael Wass
The redemption or paying agent for the MB Financial Capital Trust IV securities is:
U.S. Bank
800 Nicollet Mall
Minneapolis, MN 55402
Attn: Brett Briggs
About Fifth Third
Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. As of June 30, 2019, the Company had $169 billion in assets and operates 1,207 full-service Banking Centers, and 2,551 Fifth Third branded ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia, Georgia and North Carolina. In total, Fifth Third provides its customers with access to approximately 53,000 fee-free ATMs across the United States. Fifth Third operates four main businesses: Commercial Banking, Branch Banking, Consumer Lending, and Wealth & Asset Management. Fifth Third is among the largest money managers in the Midwest and, as of June 30, 2019, had $399 billion in assets under care, of which it managed $46 billion for individuals, corporations and not-for-profit organizations through its Trust and Registered Investment Advisory businesses. Investor information and press releases can be viewed at www.53.com . Fifth Thirds common stock is traded on the NASDAQ ® Global Select Market under the symbol FITB. Fifth Third Bank was established in 1858. Deposit and Credit products are offered by Fifth Third Bank. Member FDIC.
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