CINCINNATI, June 19 /PRNewswire-FirstCall/ -- Fifth Third Bancorp
(Nasdaq: FITB) announced today that it has priced a public offering of
depositary shares representing 40,000 shares of its Convertible Preferred
Stock with a liquidation preference of $25,000 per share ($100 per
depositary share), resulting in an aggregate liquidation preference of $1.0
billion. Fifth Third Bancorp has granted the underwriters for the offering
an over-allotment option to purchase depositary shares representing up to
6,000 shares or $150 million aggregate liquidation preference of
Convertible Preferred Stock.
The Convertible Preferred Stock will pay, when and if declared by the
company's board of directors, dividends in cash at a rate of 8.50% per
annum, payable quarterly. The first dividend payment date will be September
30, 2008.
Each share of the Convertible Preferred Stock will be convertible at
any time, at the option of the holder, into 2,159.8272 shares of common
stock of the company (or approximately 8.6393 shares of common stock per
depositary share), which represents a conversion price of approximately
$11.575 per share of common stock. The Convertible Preferred Stock is
perpetual and has no maturity date. On or after June 30, 2013, the
Convertible Preferred Stock will, at the option of the company, be subject
to mandatory conversion into the company's common stock at the conversion
rate, if the price of the company's common stock exceeds 130% of the
conversion price.
Fifth Third Bancorp intends to use the net proceeds of the offering for
general corporate purposes.
Goldman, Sachs & Co. is the sole structuring coordinator and a joint
bookrunner of the offering. Credit Suisse Securities (USA) LLC and Merrill
Lynch & Co. are acting as joint bookrunners of the offering. Fifth Third
Securities, Inc. will act as a co-manager in the offering.
Fifth Third Bancorp has filed a registration statement (including
prospectus) with the SEC for the securities offerings discussed in this
communication. Before you would invest in such securities, you should read
the prospectus in that registration statement, the related preliminary
prospectus supplements and other documents that Fifth Third Bancorp has
filed with the SEC for more complete information about Fifth Third Bancorp
and these offerings. You may obtain these documents for free by visiting
EDGAR on the SEC website at http://www.sec.gov. Alternatively, Fifth Third
Bancorp, the underwriter or any dealer participating in the offerings will
arrange to send you the relevant prospectus and prospectus supplements if
you request it by contacting Goldman, Sachs & Co., Attn: Prospectus
Department, 85 Broad Street, New York, New York 10004, via fax at
212-902-9316 or via e-mail at prospectus-ny@ny.email.gs.com; Credit Suisse
Securities (USA) LLC, Prospectus Department, One Madison Avenue, New York,
NY 10010, 1-800-221-1037; or Merrill Lynch & Co., Attention: Prospectus
Department, 4 World Financial Center, New York, New York, 10080,
212-449-1000.
SOURCE Fifth Third Bancorp
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Related links: http://www.53.com
CONTACT: Fifth Third Bancorp, +1-513-579-5439
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