CINCINNATI--(BUSINESS WIRE)--May 08, 2026--
Fifth Third Bancorp (Nasdaq: FITB) and Fifth Third Financial Corporation ("FTFC") today announced that, in connection with the recently completed merger of Comerica Incorporated with and into FTFC (the "Merger"), with FTFC surviving the Merger as a wholly owned subsidiary of Fifth Third Bancorp, Fifth Third Bancorp has commenced offers to Eligible Holders (as defined herein) to exchange (each an "Exchange Offer" and collectively, the "Exchange Offers") 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 "Existing FTFC Notes") for (1) up to $1,550,000,000 aggregate principal amount of new notes issued by Fifth Third Bancorp (the "New Fifth Third Notes") and (2) cash.
The following table sets forth the Exchange Consideration and Early Exchange Consideration for each series of Existing FTFC Notes:
CUSIP Number/ Maturity Aggregate Exchange Early Exchange
ISIN Date Principal Consideration(1) Consideration(2)
Amount
Title of Series Outstanding
------------------------- ------------- --------- --------------- ------------------------- -------------------------
Fifth Third Financial 200340 AT4/ February $550,000,000 $970 principal amount of $1,000 principal amount
Corporation 4.000% US200340AT44 1, 2029 New Fifth Third 4.000% of New Fifth Third
Senior Notes due 2029 Senior Notes due 2029 4.000% Senior Notes due
2029 and $1.00 in cash
------------------------- ------------- --------- --------------- ------------------------- -------------------------
Fifth Third Financial 200340 AW7/ January $1,000,000,000 $970 principal amount of $1,000 principal amount
Corporation 5.982% US200340AW72 30, New Fifth Third 5.982% of New Fifth Third
Fixed-To-Floating Rate 2030 Fixed-To-Floating Rate 5.982% Fixed-To-Floating
Senior Notes due 2030 Senior Notes due 2030 Rate Senior Notes due
2030 and $1.00 in cash
------------------------- ------------- --------- --------------- ------------------------- -------------------------
1 For each $1,000 principal amount of Existing FTFC Notes validly tendered after the Early Tender Date (as defined herein)
but at or before the Expiration Date (as defined herein), not validly withdrawn and accepted for exchange.
2 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withdrawn and accepted for exchange.
Concurrently with the Exchange Offers being made by Fifth Third Bancorp, FTFC is soliciting consents from Eligible Holders (each, a "Consent Solicitation" and, collectively, the "Consent Solicitations") to adopt certain proposed amendments to the corresponding indentures governing the Existing FTFC Notes to eliminate certain of the covenants, restrictive provisions and events of default from such indentures (with respect to the corresponding indenture for such Existing FTFC Notes, the "Proposed Amendments"). Eligible Holders may deliver their consent to the Proposed Amendments only by tendering Existing FTFC Notes of the applicable series in the Exchange Offers and Consent Solicitations. Eligible Holders may not deliver a consent in a Consent Solicitation without tendering Existing FTFC Notes in the applicable Exchange Offer and Eligible Holders may not tender Existing FTFC Notes without also having been deemed to deliver a consent.
The 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 "Offering Memorandum and Consent Solicitation Statement"). 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.
In 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.
Eligible Holders who validly tender (and do not validly withdraw) their Existing FTFC Notes at or before 5:00 p.m., New York City time, on May 21, 2026, unless extended (the "Early Tender Date"), will be eligible to receive, on the applicable settlement date, the applicable Early Exchange Consideration as set forth in the table above for all such Existing FTFC Notes that are accepted. Eligible Holders who validly tender (and do not validly withdraw) their Existing FTFC Notes after the Early Tender Date but at or before 5:00 p.m., New York City time, on June 8, 2026, unless extended (the "Expiration Date"), will be eligible to receive, on the applicable settlement date, the applicable Exchange Consideration as set forth in the table above for all such Existing FTFC Notes that are accepted. The Early Settlement Date will be determined at Fifth Third Bancorp's option and is currently expected to occur within six business days after the Early Tender Date. The Final Settlement Date will be promptly after the Expiration Date and is currently expected to occur within two business days after the Expiration Date.
The Exchange Offers and Consent Solicitations will only be made, and documents relating to the Exchange Offers and Consent Solicitations will only be 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 "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), or (b) who are outside the United States who are not "U.S. persons" 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 ("Eligible Holders"). The Exchange Offers and Consent Solicitations will not be made to holders of Existing FTFC Notes who are located in Canada.
The 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 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.
This 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 will be 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.
The New Fifth Third Notes have not been registered with the Securities and Exchange Commission (the "SEC") 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.
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