An exchange offer is a proposal by a company to swap its existing financial instruments, like bonds or debt, for new ones, often with different terms or maturity dates. For investors, it provides a chance to adjust their holdings, often aiming for better returns or more favorable conditions, while helping the company manage its finances more effectively.
consent solicitationsregulatory
A consent solicitation is a formal request sent to shareholders asking them to approve or waive specific corporate actions — such as contract changes, mergers, or amendments to governance rules — often by signing a written consent instead of voting at a meeting. For investors this matters because it can speed up major decisions and alter rights or payments without a public vote, so shareholders need to weigh potential benefits, risks and any pressure to agree, much like neighbors being asked to sign off on a change to a shared driveway.
indentureregulatory
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
qualified institutional buyersregulatory
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
rule 144aregulatory
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
u.s. personsregulatory
"U.S. persons" are individuals or entities considered to be based in or subject to the laws of the United States. This includes U.S. citizens, residents, and certain organizations or businesses registered or organized under U.S. law. Recognizing who qualifies as a U.S. person is important for investors because it determines which rules, regulations, and tax obligations apply to them when dealing with financial transactions or investments across borders.
registration rights agreementregulatory
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
registration statementregulatory
A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.
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CINCINNATI--(BUSINESS WIRE)--
Fifth Third Bancorp (Nasdaq: FITB) and Fifth Third Financial Corporation (“FTFC”) announced that, in connection with the previously announced offers to Eligible Holders (as defined herein) to exchange (each an “Exchange Offer” and collectively, the “Exchange Offers”) any and all outstanding notes originally issued by Comerica Incorporated and assumed by FTFC as successor by merger as set forth in the table below (the “Existing FTFC Notes”) for (1) up to $1,550,000,000 aggregate principal amount of new notes issued by Fifth Third Bancorp (the “New Fifth Third Notes”) and (2) cash, and related solicitations of consents by FTFC from Eligible Holders (each a “Consent Solicitation” and, collectively, the “Consent Solicitations”) to adopt certain proposed amendments to the indenture governing the Existing FTFC Notes (the “Proposed Amendments”), as of 5:00 p.m., New York City time, on May 21, 2026 (the “Early Tender Date”), the following principal amounts of each series of Existing FTFC Notes have been validly tendered and not validly withdrawn (and consents thereby validly given and not validly revoked):
Title of Series of Existing FTFC Notes
Aggregate
Principal Amount
Outstanding
Notes Tendered at Early Tender Date
Principal Amount
Percentage
4.000% Senior Notes due 2029
$550,000,000
$330,541,000
60.10%
5.982% Fixed-To-Floating Rate Senior Notes due 2030
$1,000,000,000
$937,253,000
93.73%
FTFC has received the requisite number of consents to adopt the Proposed Amendments with respect to each of the two outstanding series of Existing FTFC Notes that are subject to the Exchange Offers and Consent Solicitations. Accordingly, FTFC and the trustee for each such outstanding series of Existing FTFC Notes are expected to execute and deliver a supplemental indenture to amend the indenture governing the Existing FTFC Notes effecting the Proposed Amendments, which supplemental indenture will become operational on the final settlement date, which is expected to occur within two business days after the Expiration Date (the “Final Settlement Date”).
Tendered Existing FTFC Notes may no longer be withdrawn.
For each $1,000 principal amount of Existing FTFC Notes validly tendered at or prior to 5:00 p.m., New York City time, on the Early Tender Date and not validly withdrawn, Eligible Holders of Existing FTFC Notes will be eligible to receive the applicable consideration as set out in the column titled “Early Exchange Consideration” in the table below. Payment is expected to be made on the Final Settlement Date.
Title of Series
of Existing
FTFC Notes
CUSIP
Number/ ISIN
Maturity
Date
Aggregate
Principal
Amount
Outstanding
Exchange
Consideration1
Early Exchange
Consideration2
4.000% Senior Notes due 2029
200340 AT4/
US200340AT44
February 1, 2029
$550,000,000
$970 principal amount of
New Fifth Third 4.000% Senior Notes due 2029
$1,000 principal amount of New Fifth Third 4.000% Senior Notes due 2029 and $1.00 in cash
5.982% Fixed-To-Floating Rate Senior Notes due 2030
200340 AW7/ US200340AW72
January 30, 2030
$1,000,000,000
$970 principal amount of
New Fifth Third 5.982% Fixed-To-Floating Rate Senior Notes due 2030
$1,000 principal amount of New Fifth Third 5.982% Fixed-To-Floating Rate Senior Notes due 2030 and $1.00 in cash
1 For each $1,000 principal amount of Existing FTFC Notes validly tendered after the Early Tender Date but at or before the Expiration Date (as defined herein), not validly withdrawn and accepted for exchange.
2 For each $1,000 principal amount of Existing FTFC Notes validly tendered at or before the Early Tender Date, not validly withdrawn and accepted for exchange.
The Exchange Offers and Consent Solicitations are being made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement dated as of May 8, 2026 (as it may be amended or supplemented, the “Offering Memorandum and Consent Solicitation Statement”). Fifth Third Bancorp, in its sole discretion, may terminate, withdraw, amend or extend any of the Exchange Offers, subject to the terms and conditions set forth in the Offering Memorandum and Consent Solicitation Statement. Any such termination, withdrawal, amendment or extension by Fifth Third Bancorp will automatically terminate, withdraw, amend or extend the corresponding Consent Solicitation, as applicable.
In addition, each Exchange Offer and Consent Solicitation is conditioned upon the completion of the other Exchange Offer and Consent Solicitation, although Fifth Third Bancorp may waive such condition at any time with respect to an Exchange Offer. Any waiver of a condition by Fifth Third Bancorp with respect to an Exchange Offer will automatically waive such condition with respect to the corresponding Consent Solicitation.
The Exchange Offers and Consent Solicitations will expire at 5:00 p.m., New York City time, on June 8, 2026, unless extended (the “Expiration Date”). Eligible Holders who validly tender (and do not validly withdraw) their Existing FTFC Notes after the Early Tender Date but at or before the Expiration Date will be eligible to receive, on the Final Settlement Date, the applicable Exchange Consideration as set forth in the column titled “Exchange Consideration” in the table above. Payment for Existing FTFC Notes validly tendered (and not validly withdrawn) at or before the Expiration Date will be made on the Final Settlement Date.
The Exchange Offers and Consent Solicitations are only being made, and documents relating to the Exchange Offers and Consent Solicitations are only being distributed, to holders of Existing FTFC Notes who complete and return an eligibility letter confirming that they are persons (a) in the United States who are reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or (b) who are outside the United States who are not “U.S. persons” as defined in Rule 902 under the Securities Act and who are eligible to participate in the Exchange Offer pursuant to the laws of the applicable jurisdiction, as set forth in the eligibility letter (“Eligible Holders”). The Exchange Offers and Consent Solicitations are not being made to holders of Existing FTFC Notes who are located in Canada.
The complete terms and conditions of the Exchange Offers and Consent Solicitations are described in the Offering Memorandum and Consent Solicitation Statement, a copy of which may be obtained by Eligible Holders by contacting D.F. King & Co., Inc., the Exchange Agent and Information Agent in connection with the Exchange Offers and Consent Solicitations, by sending an email to FITB@dfking.com or by calling (866) 207-3626 (U.S. toll-free) or (212) 365-6884 (banks and brokers). The eligibility letter is available electronically at: https://www.dfking.com/fitb.
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. This press release should not be construed as an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any Fifth Third Bancorp securities or other securities by FTFC. No offer, solicitation, purchase or sale is being made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Exchange Offers and Consent Solicitations are being made to Eligible Holders solely pursuant to the Offering Memorandum and Consent Solicitation Statement and only to such persons and in such jurisdictions as is permitted under applicable law.
The New Fifth Third Notes have not been registered with the Securities and Exchange Commission (the “SEC”) under the Securities Act or any state or foreign securities laws. Therefore, the New Fifth Third Notes may not be offered or sold in the United States or to any U.S. person absent registration, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In connection with the Exchange Offers, Fifth Third Bancorp will enter into a registration rights agreement, pursuant to which Fifth Third Bancorp will be obligated to use commercially reasonable efforts to file with the SEC and cause to become effective a registration statement with respect to an offer to exchange each series of New Fifth Third Notes for new notes within 365 days of the settlement date. In addition, Fifth Third Bancorp has agreed to use commercially reasonable efforts to file a shelf registration statement to cover resales of the New Fifth Third Notes under the Securities Act in certain circumstances.
About Fifth Third
Fifth Third is a bank that’s as long on innovation as it is on history. Since 1858, we’ve been helping individuals, families, businesses and communities grow through smart financial services that improve lives. Our list of firsts is extensive, and it’s one that continues to expand as we explore the intersection of tech-driven innovation, dedicated people and focused community impact. Fifth Third is one of the few U.S.-based banks to have been named among Ethisphere’s World’s Most Ethical Companies® for several years. With a commitment to taking care of our customers, employees, communities and shareholders, our goal is not only to be the nation’s highest performing regional bank, but to be the bank people most value and trust.
Fifth Third Financial Corporation is an Ohio corporation and the direct parent company of Fifth Third Bank, National Association. Fifth Third Bancorp is the parent company of Fifth Third Financial Corporation and its common stock is traded on the NASDAQ® Global Select Market under the symbol "FITB." Investor information and press releases can be viewed at www.53.com. Deposit and credit products provided by Fifth Third Bank, National Association. Member FDIC.
FORWARD-LOOKING STATEMENTS
This communication contains statements that constitute "forward-looking statements" within the meaning of, and subject to the protections of, Section 27A of the Securities Act, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "believe," "deliver," "expect," "may," "should," "will," "would," and other similar words and expressions or the negative of such terms or other comparable terminology. Such forward-looking statements include, but are not limited to, statements about the timing of the Exchange Offers and Consent Solicitations. No assurances can be given that the forward-looking statements contained in this communication will occur as expected and actual results may differ materially from those included in this communication. Any forward-looking statement made in this communication is based solely on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except to the extent required by law. Important risks, uncertainties and other factors are described in the Offering Memorandum and Consent Solicitation Statement. These and other important factors, including those discussed under "Risk Factors" in Fifth Third Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2025, as well as Fifth Third’s subsequent filings with the SEC, may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements herein are made only as of the date they were first issued, and unless otherwise required by applicable securities laws, Fifth Third disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
