{"id":10265,"date":"2026-05-22T17:30:00","date_gmt":"2026-05-22T15:30:00","guid":{"rendered":"http:\/\/stocks-future.com\/?guid=544da89dcd90c7cd3fb4926548733c01"},"modified":"2026-05-22T17:30:00","modified_gmt":"2026-05-22T15:30:00","slug":"fifth-third-bancorp-announces-results-of-early-participation-in-private-exchange-offers-and-consent-solicitations","status":"publish","type":"post","link":"https:\/\/stocks-future.com\/?p=10265","title":{"rendered":"Fifth Third Bancorp Announces Results of Early Participation in Private Exchange Offers and Consent Solicitations"},"content":{"rendered":"

CINCINNATI--(BUSINESS WIRE)--Fifth Third Bancorp (Nasdaq: FITB) and Fifth Third Financial Corporation (\u201cFTFC\u201d) announced that, in connection with the previously announced offers to Eligible Holders (as defined herein) to exchange (each an \u201cExchange Offer\u201d and collectively, the \u201cExchange Offers\u201d) 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 \u201cExisting FTFC Notes\u201d) for (1) up to $1,550,000,000 aggregate principal amount of new notes issued by Fifth Third Bancorp (the \u201cNew Fifth Third Notes\u201d) and (2) cash, and related solicitations of consents by FTFC from Eligible Holders (each a \u201cConsent Solicitation\u201d and, collectively, the \u201cConsent Solicitations\u201d) to adopt certain proposed amendments to the indenture governing the Existing FTFC Notes (the \u201cProposed Amendments\u201d), as of 5:00 p.m., New York City time, on May 21, 2026 (the \u201cEarly Tender Date\u201d), the following principal amounts of each series of Existing FTFC Notes have been validly tendered and not validly withdrawn (and consents thereby validly given and not validly revoked):<\/p><\/a><\/a>\n\n\n\n\n

\n\u00a0<\/p>

\nTitle of Series of Existing FTFC Notes<\/b><\/p><\/td>

\nAggregate\nPrincipal Amount\n<\/b>Outstanding<\/b><\/p><\/td>

\nNotes Tendered at Early Tender Date<\/b><\/p><\/td><\/tr>\n

\nPrincipal Amount<\/b><\/p><\/td>

\nPercentage<\/b><\/p><\/td><\/tr>\n

\n4.000% Senior Notes due 2029<\/p><\/td>

\n$550,000,000<\/p><\/td>

\n$330,541,000<\/p><\/td>

\n60.10%<\/p><\/td><\/tr>\n

\n5.982% Fixed-To-Floating Rate Senior Notes due 2030<\/p><\/td>

\n$1,000,000,000<\/p><\/td>

\n$937,253,000<\/p><\/td>

\n93.73%<\/p><\/td><\/tr>\n<\/table>

\nFTFC 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 \u201cFinal Settlement Date\u201d).<\/p>

\nTendered Existing FTFC Notes may no longer be withdrawn.<\/p>

\nFor 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 \u201cEarly Exchange Consideration\u201d in the table below. Payment is expected to be made on the Final Settlement Date.<\/p>\n\n\n\n\n\n\n

\n\u00a0\u00a0\u00a0Title of Series\nof Existing\nFTFC Notes<\/b><\/p><\/td>

\nCUSIP\nNumber\/ ISIN<\/b><\/p><\/td>

\nMaturity\nDate<\/b><\/p><\/td>

\nAggregate\nPrincipal\nAmount\n<\/b>Outstanding<\/b><\/p><\/td>

\nExchange\nConsideration1<\/sup><\/b><\/p><\/td>

\nEarly Exchange\nConsideration2<\/sup><\/b><\/p><\/td><\/tr>\n

\n4.000% Senior Notes due 2029<\/p><\/td>

\n200340 AT4\/<\/p>

\nUS200340AT44<\/p><\/td>

\nFebruary 1, 2029<\/p><\/td>

\n$550,000,000<\/p><\/td>

\n$970 principal amount of<\/p>

\nNew Fifth Third 4.000% Senior Notes due 2029<\/p>

\n\u00a0<\/p><\/td>

\n$1,000 principal amount of New Fifth Third 4.000% Senior Notes due 2029 and $1.00 in cash<\/p><\/td><\/tr>\n

\n5.982% Fixed-To-Floating Rate Senior Notes due 2030<\/p><\/td>

\n200340 AW7\/ US200340AW72<\/p><\/td>

\nJanuary 30, 2030<\/p><\/td>

\n$1,000,000,000<\/p><\/td>

\n$970 principal amount of<\/p>

\nNew Fifth Third 5.982% Fixed-To-Floating Rate Senior Notes due 2030<\/p><\/td>

\n$1,000 principal amount of New Fifth Third 5.982% Fixed-To-Floating Rate Senior Notes due 2030 and $1.00 in cash<\/p><\/td><\/tr>\n

\n\u00a0<\/p><\/td><\/tr>\n

\n1 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.<\/p><\/td><\/tr>\n

\n2 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.<\/p><\/td><\/tr>\n<\/table>

\nThe 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 \u201cOffering Memorandum and Consent Solicitation Statement\u201d). 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.<\/p>

\nIn 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.<\/p>

\nThe Exchange Offers and Consent Solicitations will expire at 5:00 p.m., New York City time, on June 8, 2026, unless extended (the \u201cExpiration Date\u201d). 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 \u201cExchange Consideration\u201d 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.<\/p>

\nThe 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 \u201cqualified institutional buyers\u201d as defined in Rule 144A under the Securities Act of 1933, as amended (the \u201cSecurities Act\u201d), or (b) who are outside the United States who are not \u201cU.S. persons\u201d 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 (\u201cEligible Holders\u201d). The Exchange Offers and Consent Solicitations are not being made to holders of Existing FTFC Notes who are located in Canada.<\/p>

\nThe 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<\/a> 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<\/a>.<\/p>

\nThis 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.<\/p>

\nThe New Fifth Third Notes have not been registered with the Securities and Exchange Commission (the \u201cSEC\u201d) 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.<\/p>

\nAbout Fifth Third<\/b><\/p>

\nFifth Third is a bank that\u2019s as long on innovation as it is on history. Since 1858, we\u2019ve been helping individuals, families, businesses and communities grow through smart financial services that improve lives. Our list of firsts is extensive, and it\u2019s 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\u2019s World\u2019s Most Ethical Companies\u00ae 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\u2019s highest performing regional bank, but to be the bank people most value and trust.<\/p>

\nFifth 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\u00ae Global Select Market under the symbol \"FITB.\" Investor information and press releases can be viewed at www.53.com<\/a>. Deposit and credit products provided by Fifth Third Bank, National Association. Member FDIC.<\/p>

\nFORWARD-LOOKING STATEMENTS<\/b><\/p>

\nThis 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\u2019s Annual Report on Form 10-K for the year ended December 31, 2025, as well as Fifth Third\u2019s 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.<\/p>

\nCategory: Other<\/p> Contacts<\/b>

\nMatt Curoe (Investor Relations)\nmatt.curoe@53.com<\/a> | 513-534-2345\nJennifer Hendricks Sullivan (Media Relations)\nJennifer.Hendricks.Sullivan@53.com<\/a> | 614-744-7693<\/p>","protected":false},"excerpt":{"rendered":"

CINCINNATI–(BUSINESS WIRE)–Fifth Third Bancorp (Nasdaq: FITB) and Fifth Third Financial Corporation (\u201cFTFC\u201d) announced that, in connection with the previously announced offers to Eligible Holders (as defined herein) to exchange (each an \u201cExchange Off…<\/p>\n","protected":false},"author":2,"featured_media":0,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[1],"tags":[],"class_list":["post-10265","post","type-post","status-publish","format-standard","hentry","category-infos-businesswire"],"_links":{"self":[{"href":"https:\/\/stocks-future.com\/index.php?rest_route=\/wp\/v2\/posts\/10265","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/stocks-future.com\/index.php?rest_route=\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/stocks-future.com\/index.php?rest_route=\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/stocks-future.com\/index.php?rest_route=\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/stocks-future.com\/index.php?rest_route=%2Fwp%2Fv2%2Fcomments&post=10265"}],"version-history":[{"count":1,"href":"https:\/\/stocks-future.com\/index.php?rest_route=\/wp\/v2\/posts\/10265\/revisions"}],"predecessor-version":[{"id":10266,"href":"https:\/\/stocks-future.com\/index.php?rest_route=\/wp\/v2\/posts\/10265\/revisions\/10266"}],"wp:attachment":[{"href":"https:\/\/stocks-future.com\/index.php?rest_route=%2Fwp%2Fv2%2Fmedia&parent=10265"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/stocks-future.com\/index.php?rest_route=%2Fwp%2Fv2%2Fcategories&post=10265"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/stocks-future.com\/index.php?rest_route=%2Fwp%2Fv2%2Ftags&post=10265"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}