Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant
On July 23, 2021, Fifth Third Bancorp ('Fifth Third') entered into a new share repurchase agreement with Citibank, N.A. ('Citi') pursuant to which Fifth Third will purchase approximately $550 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 in a press release on June 18, 2019 and a current report on Form 8-K filed on June 20, 2019.
Under the Master Confirmation dated as of August 7, 2019, supplemented by two Supplemental Confirmations each dated July 23, 2021 and each with a notional amount of $275 million, (together, the 'Repurchase Agreement') between Fifth Third and Citi, Fifth Third will pay an aggregate of $550 million to Citi on July 27, 2021, and expects to receive a substantial majority of the shares underlying the Repurchase Agreement by July 27, 2021. The actual number of shares of Fifth Third common stock to be delivered by Citi will be based generally on a discount to the average of the daily volume-weighted average NASDAQ prices of Fifth Third's common stock during the term of the Repurchase Agreement. At settlement, Citi 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 Citi at Fifth Third's election. Fifth Third expects the settlement of the transaction to occur on or before September 29, 2021.
The Repurchase Agreement is subject to certain customary adjustments and termination provisions. In addition, upon the occurrence of certain extraordinary events, Citi 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 fiscal quarter ending September 30, 2021.
Citi 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.
Fifth Third Bancorp published this content on 26 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 July 2021 11:57:10 UTC.