Fifth Third Bancorp : Report of unscheduled material events or corporate changes.

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FORM 8-K

FIFTH THIRD BANCORP - FITB

Filed: March 22, 2019 (period: March 21, 2019)

Report of unscheduled material events or corporate changes.

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.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): March 21, 2019

(Exact name of registrant as specified in its charter)

OHIO

(State or Other Jurisdiction of Incorporation)

001-33653	31-0854434
(Commission File Number)	(IRS Employer Identification No.)
Fifth Third Center
38 Fountain Square Plaza, Cincinnati, Ohio	45263
(Address of Principal Executive Offices)	(Zip Code)

[phone]

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

• ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

• ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

• ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

• ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Introductory Note

This Current Report on Form 8-K is being filed in connection with the closing on March 21, 2019 of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of May 20, 2018 (the "Merger Agreement"), by and among Fifth Third Bancorp ("Fifth Third"), its wholly-owned subsidiary, Fifth Third Financial Corporation and MB Financial, Inc. ("MB Financial").

Item 8.01

Other Events

Effective March 22, 2019, pursuant to the Merger Agreement, a newly formed subsidiary of Fifth Third merged with and into MB Financial (the "Merger"). As a result of the Merger, MB Financial is now a subsidiary of Fifth Third.

On March 22, 2019, Fifth Third issued a press release announcing the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit

No.

Description of Exhibit

99.1

Joint Press Release, dated March 22, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

March 22, 2019

FIFTH THIRD BANCORP (Registrant)

/s/ TAYFUN TUZUN Tayfun Tuzun

Executive Vice President and Chief Financial Officer

Exhibit 99.1

CONTACT:Chris Doll (Investors) 513-534-2345

FOR IMMEDIATE RELEASE MARCH 22, 2019

Gary Rhodes (Media) 513-534-4225

Fifth Third Bancorp Completes Merger with MB Financial, Inc.

Cincinnati, Ohio, and Chicago, Illinois - Fifth Third Bancorp (Nasdaq: FITB) announced today it has completed its acquisition of MB Financial, Inc. (Nasdaq: MBFI). Primary systems and client conversion is expected to occur in early May 2019.

Both Fifth Third and MB Financial customer relationships will continue business as usual until the conversion. MB customers will be informed about pending branch and account conversions, and affected customers will be informed about timing of branch consolidations in the Chicago market, in April 2019.

MB Financial's shares of common stock were converted into Fifth Third common shares and cash as a result of the merger. Accordingly, those shares of MB Financial common stock are not eligible to receive the previously announced dividend from MB Financial, which had a record date of March 29, 2019 and a payment date of April 8, 2019. Former MB Financial common stockholders who received Fifth Third common shares in the merger and who continue to own those shares through March 29, 2019, will receive Fifth Third's previously announced dividend of $0.22 per Fifth Third common share payable on April 15, 2019.

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. As of December 31, 2018, the Company had $146 billion in assets and operates 1,121 full-service Banking Centers, and 2,419 Fifth Third branded ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia, Georgia and North Carolina. In total, Fifth Third provides its customers with access to approximately 52,000 fee-free ATMs across the United States. Fifth Third operates four main businesses: Commercial Banking, Branch Banking, Consumer Lending, and Wealth & Asset Management. Fifth Third is among the largest money managers in the Midwest and, as of December 31, 2018, had $356 billion in assets under care, of which it managed $37 billion for individuals, corporations and not-for-profit organizations through its Trust and Registered Investment Advisory businesses. Investor information and press releases can be viewed atwww.53.com. Fifth Third's common stock is traded on the Nasdaq® Global Select Market under the symbol "FITB."

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