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On January 28, 2013, Fifth Third Bancorp (NASDAQ: FITB) entered into a share repurchase agreement with Credit Suisse International (“Credit Suisse”) pursuant to which Fifth Third will purchase approximately $125 million of its outstanding common stock. Fifth Third is repurchasing the shares of its common stock as part of its previously announced 100 million share repurchase program.
Under the Master Confirmation, supplemented by a Supplemental Confirmation (together, the “Repurchase Agreement”) between Fifth Third and Credit Suisse, Fifth Third will pay $125 million to Credit Suisse on January 31, 2013 and expects to receive a substantial majority of the shares underlying the Repurchase Agreement by January 31, 2013. The actual number of shares of Fifth Third common stock to be delivered by Credit Suisse 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, Credit Suisse 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 Credit Suisse at Fifth Third’s election. Fifth Third expects the settlement of the transaction to occur on or before May 1, 2013.
The Repurchase Agreement is subject to certain customary adjustments and termination provisions. In addition, upon the occurrence of certain extraordinary events, Credit Suisse 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 quarterly period ending March 31, 2013.
Credit Suisse 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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