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MarketScreener Homepage  >  Equities  >  Nasdaq  >  Fifth Third Bancorp    FITB

FIFTH THIRD BANCORP

(FITB)
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Fifth Third Bancorp : Registration of securities issued in business combination transactions

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06/25/2019 | 05:16pm EDT

Morningstar® Document Research

FORMS-4

FIFTH THIRD BANCORP - FITB

Filed: June 25, 2019 (period: )

Registration of securities issued in business combination transactions

The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

As filed with the Securities and Exchange Commission on June 25, 2019

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

________________________________________________________________________________________________________________

(Exact name of registrant as specified in its charter)

Ohio

6022

31-0854434

(State or other jurisdiction of

(Primary Standard Industrial

(I.R.S. Employer

incorporation or organization)

Classification Code Number)

Identification Number)

Fifth Third Center

38 Fountain Square Plaza

Cincinnati, Ohio 45202

  1. 972-3030
    ________________________________________________________________________________________________________________

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Susan B. Zaunbrecher

Executive Vice President, Corporate Secretary and Chief Legal Officer

Fifth Third Center

38 Fountain Square Plaza

Cincinnati, Ohio 45202

  1. 972-3030
    ________________________________________________________________________________________________________________

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Saema Somalya

William L. Taylor

H. Samuel Lind

Byron B. Rooney

Fifth Third Bancorp

Davis Polk & Wardwell LLP

38 Fountain Square Plaza

450 Lexington Avenue

MD 10909F

New York, New York 10017

Cincinnati, Ohio 45263

(212) 450-4000

(513) 534-4300

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the merger.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Source: FIFTH THIRD BANCORP, S-4, June 25, 2019

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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Large accelerated filer

Accelerated filer

Non-accelerated filer

(Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i)(Cross-Border Issuer Tender Offer)

Exchange Act Rule 14d-1(d)(Cross-BorderThird-Party Tender Offer)

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Source: FIFTH THIRD BANCORP, S-4, June 25, 2019

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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

CALCULATION OF REGISTRATION FEE

Proposed

Proposed

Amount

maximum

maximum

Title of each class of

to be

offering price

aggregate

Amount of

securities to be registered

registered

per unit

offering price

registration fee

6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A, with no par value

Depositary Shares, each representing a 1/40th interest in a share of 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A, with no par value

200,000 (1)

N/A

$200,000,000(2)

$24,240.00(3)

(4)

(4)

(4)

(4)

  1. Represents the maximum number of shares of Fifth Third 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A (the "new Fifth Third preferred stock") estimated to be issuable in connection with the merger, and is based on the product of (x) 1.0, the exchange ratio for such shares in the merger and (y) 200,000, which is the number of shares of MB Financial 6.00% Non-Cumulative Perpetual Preferred Stock, Series C ("MB Financial preferred stock") issued and outstanding as of June 25, 2019.
  2. The proposed maximum aggregate offering price of the registrant's preferred stock was calculated based upon the book value per share of MB Financial preferred stock as of June 25, 2019 pursuant to Rule 457(f)(2) under the Securities Act.
  3. Calculated pursuant to Rule 457 of the Securities Act by multiplying the proposed maximum aggregate offering price of securities to be registered by
    .0001212.
  4. No separate registration fee will be payable in respect of the depositary shares each representing a 1/40th interest in a share of the new Fifth Third preferred stock.

Source: FIFTH THIRD BANCORP, S-4, June 25, 2019

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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

The information contained in this prospectus/information statement is subject to completion or amendment. A registration statement relating to the new Fifth Third preferred stock and related depositary shares to be issued in the merger has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus/information statement shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY PROSPECTUS/INFORMATION STATEMENT

DATED JUNE 25, 2019, SUBJECT TO COMPLETION

MERGER PROPOSED

[●], 2019

Dear Stockholder:

On June 24, 2019, MB Financial, Inc., which we refer to as MB Financial, entered into an Agreement and Plan of Merger, which we refer to as the merger agreement, with Fifth Third Bancorp, which we refer to as Fifth Third. The merger agreement provides for the merger of MB Financial with and into Fifth Third, with Fifth Third as the surviving corporation, which we refer to as the merger.

Fifth Third owns all of the shares of MB Financial's common stock, par value $0.01, which we refer to as MB Financial common stock. In the merger, each outstanding share of MB Financial common stock will be cancelled. Additionally, each share of MB Financial's 6.00% Non-Cumulative Perpetual Preferred Stock, Series C, which we refer to as MB Financial preferred stock, will be converted into the right to receive one share of a newly created series of preferred stock of Fifth Third having substantially the same terms as MB Financial preferred stock. The newly created series of preferred stock is the Fifth Third 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A, with no par value, which we refer to as the new Fifth Third preferred stock.

Based on the number of shares of MB Financial preferred stock and the number of depositary shares, each representing a 1/40th interest in a share of MB Financial preferred stock, outstanding as of [●], 2019, the total number of shares of the new Fifth Third preferred stock expected to be issued in connection with the merger is 200,000 and the total number of depositary shares expected to be issued in respect of the new Fifth Third preferred stock is 8,000,000. The depositary shares issued in respect of the new Fifth Third preferred stock are expected to be listed on the NASDAQ Global Select Market. The holders of shares of the new Fifth Third preferred stock will vote together with the holders of shares of Fifth Third's common stock, no par value, which we refer to as the Fifth Third common stock, as a single class on all matters on which the holders of shares of the Fifth Third common stock are entitled to vote, with the holder of each share of the new Fifth Third preferred stock being entitled to 24 votes for each such share and the holder of each share of the Fifth Third common stock being entitled to one vote for each such share. Based on the number of issued and outstanding shares of Fifth Third common stock and the number of issued and outstanding shares of MB Financial preferred stock, in each case as of [●], 2019, and based on the exchange ratio of one share of the new Fifth Third preferred stock per share of MB Financial preferred stock, the holders of shares of MB Financial preferred stock immediately prior to the closing of the merger will hold, in the aggregate, approximately [●]% of the voting power of the shares of the Fifth Third common stock and the Fifth Third preferred stock, voting together as a single class.

MB Financial will hold a special meeting of its stockholders at which the holders of shares of MB Financial common stock, and the holders of shares of MB Financial preferred stock, which we refer to as MB Financial preferred stockholders, voting together as a single class, will be asked to approve the merger. The special meeting will be held on [●], 2019, at [●]:[●] a.m., local time, at The Horizon Center, located on the second floor of 580 Walnut Street, Cincinnati, Ohio 45202. Fifth Third holds approximately 95% of the votes entitled to be cast by all classes of MB Financial capital stock outstanding and entitled to vote on the merger. The holders of shares of MB Financial preferred stock collectively hold approximately 5% of the votes entitled to be cast by all classes of MB Financial capital stock outstanding and entitled to vote on the merger. The merger cannot be completed unless the holders of a majority of the votes entitled to be cast on the merger by all classes of MB Financial capital stock outstanding and entitled to vote thereon, voting together as a single class, approve the merger. It is expected that Fifth Third will vote all of its shares of MB Financial common stock in favor of the merger and in that event the merger will be approved regardless of how the holders of shares of MB Financial preferred stock vote.

American Stock Transfer & Trust Company, LLC, which we refer to as the depositary, holds of record all of the outstanding shares of MB Financial preferred

stock on behalf of the holders of depositary shares, each representing a 1/40th interest in a share of MB Financial preferred stock. The depositary is required to vote the shares of MB Financial preferred stock in accordance with the instructions of the holders of the depositary shares. Where we refer to holders of shares of MB Financial preferred stock or MB Financial preferred stockholders, this includes holders of depositary shares representing interests in MB Financial preferred stock unless the context indicates otherwise.

We Are Not Asking You for a Proxy and You are Requested Not to Send Us a Proxy.

This prospectus/information statement provides you with detailed information about the proposed transaction. It also contains or references information about Fifth Third and MB Financial and certain related matters. You are encouraged to read this prospectus/information statement carefully. In particular, you should read the "Risk Factors" section beginning on page [●] for a discussion of the risks you should consider in evaluating the proposed transaction and how it may affect you.

Source: FIFTH THIRD BANCORP, S-4, June 25, 2019

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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Fifth Third Bancorp published this content on 25 June 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 June 2019 21:15:09 UTC

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Financials (USD)
Sales 2019 7 732 M
EBIT 2019 3 195 M
Net income 2019 2 257 M
Debt 2019 -
Yield 2019 3,45%
P/E ratio 2019 8,91x
P/E ratio 2020 9,24x
Capi. / Sales2019 2,61x
Capi. / Sales2020 2,58x
Capitalization 20 166 M
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Income Statement Evolution
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Mean consensus OUTPERFORM
Number of Analysts 26
Average target price 30,94  $
Last Close Price 27,81  $
Spread / Highest target 25,9%
Spread / Average Target 11,3%
Spread / Lowest Target -2,91%
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Gregory D. Carmichael Chairman, President & Chief Executive Officer
Lars C. Anderson Co-Chief Operating Officer & Executive VP
Aravind Immaneni Co-COO, Chief Technology Officer & Executive VP
Tayfun Tuzun Chief Financial Officer & Executive Vice President
Sid Deloatch CIO-Corporate & Enterprise Solutions
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