CINCINNATI–(BUSINESS WIRE)–Can also merely 8, 2026–
Fifth Third Bancorp (Nasdaq: FITB) and Fifth Third Monetary Company (“FTFC”) as we converse announced that, in reference to the no longer too long within the past accomplished merger of Comerica Incorporated with and into FTFC (the “Merger”), with FTFC surviving the Merger as a unconditionally owned subsidiary of Fifth Third Bancorp, Fifth Third Bancorp has commenced affords to Eligible Holders (as outlined herein) to commerce (every an “Exchange Provide” and collectively, the “Exchange Offers”) any and all prominent notes at first issued by Comerica Incorporated and assumed by FTFC as successor by merger as living forth within the table below (the “Existing FTFC Notes”) for (1) as much as $1,550,000,000 aggregate major amount of most up-to-date notes issued by Fifth Third Bancorp (the “Unusual Fifth Third Notes”) and (2) cash.
The next table sets forth the Exchange Consideration and Early Exchange Consideration for every sequence of Existing FTFC Notes:
|
Title of Series |
CUSIP Number/ ISIN |
Maturity Date |
Combination Predominant Quantity Excellent |
Exchange Consideration 1 |
Early Exchange Consideration 2 |
|
Fifth Third Monetary Company 4.000% Senior Notes due 2029 |
200340 AT4/ US200340AT44 |
February 1, 2029 |
$550,000,000 |
$970 major amount of Unusual Fifth Third 4.000% Senior Notes due 2029 |
$1,000 major amount of Unusual Fifth Third 4.000% Senior Notes due 2029 and $1.00 in cash |
|
Fifth Third Monetary Company 5.982% Mounted-To-Floating Payment Senior Notes due 2030 |
200340 AW7/ US200340AW72 |
January 30, 2030 |
$1,000,000,000 |
$970 major amount of Unusual Fifth Third 5.982% Mounted-To-Floating Payment Senior Notes due 2030 |
$1,000 major amount of Unusual Fifth Third 5.982% Mounted-To-Floating Payment Senior Notes due 2030 and $1.00 in cash |
|
1 For every $1,000 major amount of Existing FTFC Notes validly tendered after the Early Relaxed Date (as outlined herein) however at or earlier than the Expiration Date (as outlined herein), no longer validly withdrawn and permitted for commerce. |
|||||
| 2 For every $1,000 major amount of Existing FTFC Notes validly tendered at or earlier than the Early Relaxed Date, no longer validly withdrawn and permitted for commerce. |
Concurrently with the Exchange Offers being made by Fifth Third Bancorp, FTFC is soliciting concurs from Eligible Holders (every, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) to undertake obvious proposed amendments to the corresponding indentures governing the Existing FTFC Notes to eliminate obvious of the covenants, restrictive provisions and events of default from such indentures (with admire to the corresponding indenture for such Existing FTFC Notes, the “Proposed Amendments”). Eligible Holders can even lift their consent to the Proposed Amendments only by tendering Existing FTFC Notes of the applicable sequence within the Exchange Offers and Consent Solicitations. Eligible Holders can even no longer lift a consent in a Consent Solicitation without tendering Existing FTFC Notes within the applicable Exchange Provide and Eligible Holders can even no longer soft Existing FTFC Notes without also having been deemed to lift a consent.
The Exchange Offers and Consent Solicitations are being made pursuant to the terms and area to the necessities living forth within the providing memorandum and consent solicitation assertion dated as of Can also merely 8, 2026 (because it’ll even be amended or supplemented, the “Offering Memorandum and Consent Solicitation Commentary”). Fifth Third Bancorp, in its sole discretion, can even discontinuance, withdraw, amend or prolong any of the Exchange Offers, area to the terms and prerequisites living forth within the Offering Memorandum and Consent Solicitation Commentary. This type of termination, withdrawal, modification or extension by Fifth Third Bancorp will robotically discontinuance, withdraw, amend or prolong the corresponding Consent Solicitation, as applicable.
In addition, every Exchange Provide and Consent Solicitation is conditioned upon the completion of the diversified Exchange Provide and Consent Solicitation, even supposing Fifth Third Bancorp can even waive such condition at any time with admire to an Exchange Provide. Any waiver of a condition by Fifth Third Bancorp with admire to an Exchange Provide will robotically waive such condition with admire to the corresponding Consent Solicitation.
Eligible Holders who validly soft (and invent no longer validly withdraw) their Existing FTFC Notes at or earlier than 5:00 p.m., Unusual York City time, on Can also merely 21, 2026, except extended (the “Early Relaxed Date”), will be eligible to in finding, on the applicable settlement date, the applicable Early Exchange Consideration as living forth within the table above for all such Existing FTFC Notes which could presumably be permitted. Eligible Holders who validly soft (and invent no longer validly withdraw) their Existing FTFC Notes after the Early Relaxed Date however at or earlier than 5:00 p.m., Unusual York City time, on June 8, 2026, except extended (the “Expiration Date”), will be eligible to in finding, on the applicable settlement date, the applicable Exchange Consideration as living forth within the table above for all such Existing FTFC Notes which could presumably be permitted. The Early Settlement Date will be obvious at Fifth Third Bancorp’s option and is currently anticipated to occur within six commerce days after the Early Relaxed Date. The Final Settlement Date will be promptly after the Expiration Date and is currently anticipated to occur within two commerce days after the Expiration Date.
The Exchange Offers and Consent Solicitations will only be made, and paperwork referring to to the Exchange Offers and Consent Solicitations will only be allotted, to holders of Existing FTFC Notes who total and return an eligibility letter confirming that they are folks (a) within the usa who are reasonably believed to be “qualified institutional buyers” as outlined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or (b) who are out of doors the usa who are no longer “U.S. folks” as outlined in Rule 902 under the Securities Act and who are eligible to know part within the Exchange Provide pursuant to the laws of the applicable jurisdiction, as living forth within the eligibility letter (“Eligible Holders”). The Exchange Offers and Consent Solicitations can even no longer be made to holders of Existing FTFC Notes who are situated in Canada.
Your complete terms and prerequisites of the Exchange Offers and Consent Solicitations are described within the Offering Memorandum and Consent Solicitation Commentary, a duplicate of that can even very successfully be got by Eligible Holders by contacting D.F. King & Co., Inc., the Exchange Agent and Knowledge Agent in reference to the Exchange Offers and Consent Solicitations, by sending an email to [email protected] or by calling (866) 207-3626 (U.S. toll-free) or (212) 365-6884 (banks and brokers). The eligibility letter is available within the market electronically at: https://www.dfking.com/fitb.
This press launch does no longer constitute an supply to sell or aquire, or a solicitation of an supply to sell or aquire, or the solicitation of tenders or concurs with admire to, any safety. This press launch will not be construed as an supply to sell or aquire, or a solicitation of an supply to sell or aquire, or the solicitation of tenders or concurs with admire to, any Fifth Third Bancorp securities or diversified securities by FTFC. No supply, solicitation, aquire or sale will be made in any jurisdiction by which such an supply, solicitation, or sale would be unlawful. The Exchange Offers and Consent Solicitations are being made to Eligible Holders completely pursuant to the Offering Memorandum and Consent Solicitation Commentary and only to such folks and in such jurisdictions as is allowed under applicable law.
The Unusual Fifth Third Notes safe no longer been registered with the Securities and Exchange Payment (the “SEC”) under the Securities Act or any disclose or foreign securities laws. Therefore, the Unusual Fifth Third Notes can even no longer be offered or offered within the usa or to any U.S. person absent registration, aside from pursuant to an applicable exemption from, or in a transaction no longer area to, the registration requirements of the Securities Act. In reference to 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 cheap efforts to file with the SEC and motive to become efficient a registration assertion with admire to an supply to commerce every sequence of Unusual Fifth Third Notes for unique notes within twelve months of the settlement date. In addition, Fifth Third Bancorp has agreed to use commercially cheap efforts to file a shelf registration assertion to quilt resales of the Unusual Fifth Third Notes under the Securities Act in obvious circumstances.
About Fifth Third
Fifth Third is a bank that’s as long on innovation because it’s miles on history. Since 1858, we’ve been serving to folks, families, companies and communities grow through clean monetary products and services that give a boost to lives. Our checklist of firsts is in depth, and it’s one that continues to invent higher as we explore the intersection of tech-pushed innovation, devoted of us and focused community impact. Fifth Third is without doubt one of the indispensable few U.S.-based fully banks to were named amongst Ethisphere’s World’s Most Ethical Companies® for several years. With a commitment to taking care of our prospects, workers, communities and shareholders, our fair is no longer only to be the nation’s top possible performing regional bank, however to be the bank of us most price and believe.
Fifth Third Monetary Company is an Ohio company and the order parent firm of Fifth Third Bank, National Association. Fifth Third Bancorp is the parent firm of Fifth Third Monetary Company and its standard inventory is traded on the NASDAQ® Global Decide out Market under the symbol “FITB.” Investor recordsdata and press releases will most seemingly be considered at www.fifty three.com. Deposit and credit score products equipped by Fifth Third Bank, National Association. Member FDIC.
FORWARD-LOOKING STATEMENTS
This communication incorporates statements that constitute “forward-attempting statements” within the which implies of, and area to the protections of, Piece 27A of the Securities Act, as amended, and Piece 21E of the Securities Exchange Act of 1934, as amended, and the exact harbor provisions of the U.S. Personal Securities Litigation Reform Act of 1995. Forward-attempting statements will most seemingly be identified by words much like “think,” “lift,” “quiz,” “can even,” “need to,” “will,” “would,” and diversified identical words and expressions or the unfavourable of such terms or diversified connected terminology. Such forward-attempting statements consist of, however are no longer microscopic to, statements referring to the timing of the Exchange Offers and Consent Solicitations. No assurances will most seemingly be provided that the forward-attempting statements contained on this communication will occur as anticipated and proper outcomes can even differ materially from those incorporated on this communication. Any forward-attempting assertion made on this communication is based fully completely on recordsdata currently available within the market to us and speaks only as of the date on which it’s miles made. We undertake no duty to publicly update any forward-attempting assertion, whether or no longer written or oral, that will be made now and again, whether or no longer attributable to most up-to-date recordsdata, future traits or otherwise, aside from to the extent required by law. Crucial risks, uncertainties and diversified components are described within the Offering Memorandum and Consent Solicitation Commentary. These and diversified indispensable components, including those discussed under “Threat Components” in Fifth Third Bancorp’s Annual Train on Design 10-Good sufficient for the year ended December 31, 2025, besides to Fifth Third’s subsequent filings with the SEC, can even motive proper outcomes, performance or achievements to differ materially from those expressed or implied by these forward-attempting statements. The forward-attempting statements herein are made only as of the date they were first issued, and except otherwise required by applicable securities laws, Fifth Third disclaims any map or duty to update or revise any forward-attempting statements, whether or no longer attributable to most up-to-date recordsdata, future events, or otherwise.
Peep source model on businesswire.com:https://www.businesswire.com/recordsdata/house/20260507589247/en/
CONTACT: Matt Curoe (Investor Family participants)
[email protected]| 513-534-2345Jennifer Hendricks Sullivan (Media Family participants)
[email protected]| 614-744-7693
KEYWORD: OHIO UNITED STATES NORTH AMERICA
INDUSTRY KEYWORD: BANKING PROFESSIONAL SERVICES FINANCE
SOURCE: Fifth Third Bancorp
Copyright Enterprise Wire 2026.
PUB: 05/08/2026 08:44 AM/DISC: 05/08/2026 08:44 AM
http://www.businesswire.com/recordsdata/house/20260507589247/en
