You should refer to our periodic and current reports filed with the Securities and Exchange Commission, or “SEC,” for further information on other factors, which could cause actual results to be significantly different from those expressed or implied by these forward-looking statements. Copies of those filings are available at no cost on the SEC’s Web site at www.sec.gov or on our Web site at www.53.com. We undertake no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this report.
Item 5.03 Amendments to Articles of Incorporation or Bylaws
On July 29, 2020, Fifth Third Bancorp (“Fifth Third”) filed a Certificate of Amendment to its Amended Articles of Incorporation, as amended, of Fifth Third for the purpose of fixing the designations, preferences, limitations and relative rights of the 4.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L no par value, $25,000 liquidation preference per share (“Series L Preferred Stock”). The Certificate of Amendment became effective upon filing, and a copy of the Certificate of Amendment is filed as Exhibit 4.1 to this Form 8-K.
Item 8.01 Other Events
Offering of Depositary Shares Representing Series L Preferred Stock. On July 30, 2020 Fifth Third closed the sale of 350,000 depositary shares, $1,000 liquidation preference per depositary share (“Depositary Shares”), each representing a 1/25th ownership interest in a share of Series L Preferred Stock (the “Depositary Shares Offering”). The net proceeds from the Depositary Shares Offering after estimated expenses and underwriting discounts to be paid by Fifth Third totaled approximately $345,710,320.
On July 27, 2020, Fifth Third entered into an Underwriting Agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Fifth Third Securities, Inc., and RBC Capital Markets, LLC, as representatives of the several underwriters, for the Depositary Shares Offering.
The Depositary Shares Offering is described in Fifth Third’s prospectus supplement dated July 27, 2020, together with the related prospectus dated March 28, 2019, filed with the Securities and Exchange Commission under Rule 424(b) on July 29, 2020.
The following documents are being filed with this Form 8-K: (i) the Underwriting Agreement as Exhibit 1.1; (ii) the Deposit Agreement dated as of July 30, 2020 among Fifth Third Bancorp, as issuer, and American Stock Transfer & Trust Company, LLC, as depositary, transfer agent and registrar, and the holders from time to time of depositary receipts issued thereunder as Exhibit 4.3; (iii) the form of Certificate representing shares of Series L Preferred Stock as Exhibit 4.2; (iv) the form of Depositary Receipt as Exhibit 4.4; and (v) the related legal opinion as Exhibit 5.1.
The Underwriting Agreement contains various representations, warranties and agreements by Fifth Third, conditions to closing, indemnification rights and obligations of the parties, and termination provisions.
The Deposit Agreement sets forth the various rights and obligations of the parties thereto and establishes the relationships between the issuer, the depositary, the transfer agent and registrar.
The descriptions of the Underwriting Agreement, the Deposit Agreement and the Certificate of Amendment to Fifth Third’s Amended Articles of Incorporation, as amended, and other documents relating to this transaction do not purport to be complete and are qualified in their entirety by reference to the full text of such securities and documents, forms or copies of which are attached hereto as exhibits and are incorporated herein by reference.
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The Depositary Shares being sold in the Depositary Shares Offering and the related shares of Series L Preferred Stock were registered by Fifth Third pursuant to an automatic shelf registration statement on Form S-3 (SEC File No. 333-230568) filed with the Securities and Exchange Commission on March 28, 2019.
