Item 8.01 - Other Events
Redemption of Notes. On January 27, 2023, Fifth Third Bancorp (the "Company")
announced that the Company's subsidiary, Fifth Third Bank, National Association
(the "Bank"), successor-in-interest to MB Financial Bank, National Association
("MB"), delivered a redemption notice to U.S. Bank Trust Company, National
Association, as paying agent, calculation agent, DTC custodian and note
registrar (the "Agent"), to redeem on March 1, 2023 (the "Redemption Date") all
of the MB outstanding Fixed-to-Floating Rate Subordinated Notes due December 1,
2027 (CUSIP No. 55266C XM3), originally issued on November 16, 2017 (the "2017
Fixed-to-Floating Rate Subordinated Notes"), at a cash redemption price (the
"2017 Fixed-to-Floating Rate Subordinated Notes Redemption Price") to be
calculated as provided in the 2017 Fixed-to-Floating Rate Subordinated Notes,
equal to the $175 million principal amount of the outstanding 2017
Fixed-to-Floating Rate Subordinated Notes plus accrued and unpaid interest, if
any, to but excluding the Redemption Date.
Pursuant to the terms and conditions of the 2017 Fixed-to-Floating Rate
Subordinated Notes, the Bank will redeem the 2017 Fixed-to-Floating Rate
Subordinated Notes prior to their scheduled maturity date of December 1, 2027
pursuant to the optional redemption provisions contained therein. Upon
completion of the redemptions, no 2017 Fixed-to-Floating Rate Subordinated Notes
will remain outstanding.
On the Redemption Date, payment of the 2017 Fixed-to-Floating Rate
Subordinated Notes Redemption Price will be made only upon presentation and
surrender to the Agent of the 2017 Fixed-to-Floating Rate Subordinated Notes.
Interest on the 2017 Fixed-to-Floating Rate Subordinated Notes called for
redemption will cease to accrue on and after the Redemption Date. Notice of
redemption will be sent by the Agent to the registered holders of the 2017
Fixed-to-Floating Rate Subordinated Notes.
A copy of the press release announcing the notice of the redemption is
attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1- Press release dated January 27, 2023, announcing the notice of the
redemption.
104 - Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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