FWP 1 d804198dfwp.htm FWP FWP

Free Writing Prospectus

Filed Pursuant to Rule 433

Registration Statement No. 333-230568

Dated September 12, 2019



10,000,000 Depositary Shares,

Each Representing a 1/1000th Interest in a Share of

Series K Preferred Stock

(Non-Cumulative, Liquidation Amount $25 per Depositary Share)

Pricing Term Sheet


Issuer:    Fifth Third Bancorp (the “Company”)
Securities Offered:    10,000,000 Depositary Shares (representing 10,000 shares of Series K Preferred Stock)
Security Type:    SEC Registered
Currency:    USD
Liquidation Amount:    $25 per Depositary Share ($25,000 per share of Series K Preferred Stock)
Price to Public:    $25 per Depositary Share
Expected Ratings*:    Baa3 (stable) (Moody’s) / BB+ (stable) (S&P) / BB (stable) (Fitch)
Trade Date:    September 12, 2019
Settlement Date:    September 17, 2019 (T+3)
Maturity:    Perpetual
Dividend Rate (Non-Cumulative):    4.95%
Dividend Payment Dates:    March 31, June 30, September 30 and December 31 of each year, commencing December 31, 2019, on a non-cumulative basis when, as and if a dividend is declared on the Series K Preferred Stock by the board of directors of the Company

Day Count Convention:    30/360
Optional Redemption:    Subject to receiving required regulatory approvals, the Company may redeem the Series K Preferred Stock at its option, (i) in whole or in part, on any Dividend Payment Date on or after September 30, 2024, and (ii) following a “regulatory capital event”, as described in the preliminary prospectus supplement, in whole, but not in part, at in each case at 100% of their liquidation preference, plus declared but unpaid dividends, if any, without accumulation of undeclared dividends to the redemption date. Upon any redemption of the Series K Preferred Stock, the depositary will redeem a proportionate number of Depositary Shares.
   Neither the holders of the Series K Preferred Stock nor the holders of Depositary Shares will have the right to require the redemption or repurchase of the Series K Preferred Stock.
Voting Rights:    None generally, except as required by Ohio law and described in the preliminary prospectus supplement.
Proceeds (Before Expenses) to Company:    $242,504,475
Ranking:    The Series K Preferred Stock will rank:

•  senior to Fifth Third’s common shares;


•  equally with our 5.10% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series H, our 6.625% Fixed-to- Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I, our 4.90% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series J (the “Series J Preferred Stock”); and our 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A;


•  at least equally with all shares of preferred stock and all other equity securities the terms of which provide that such preferred stock or other equity securities rank on a parity with the Series K Preferred Stock; and


•  junior to Fifth Third’s secured and unsecured debt.

Use of Proceeds:    General corporate purposes, which may include repurchases of the Company’s common stock.
Form:    Book-entry only
CUSIP/ISIN:    316773860/US3167738604
Joint Book-running Managers:    Morgan Stanley & Co. LLC
   J.P. Morgan Securities LLC
   Wells Fargo Securities, LLC
   UBS Securities LLC
Co-Manager:    Fifth Third Securities, Inc.



Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Morgan Stanley & Co. LLC toll free at 1-866-718-1649, J.P. Morgan Securities LLC collect at (212) 834-4533, Wells Fargo Securities, LLC toll free at 1-800-645-3751, and UBS Securities LLC toll free at 1-888-827-7275.

Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Depositary Shares on the pricing date will be required, by virtue of the fact that the Depositary Shares initially will settle in three business days (T+3), to specify alternative settlement arrangements to prevent a failed settlement.