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Subsequent Events
6 Months Ended
Jun. 30, 2013
Subsequent Events  
Subsequent Event

22. Subsequent Events

On July 1, 2013, the Bancorp converted the remaining 16,442 outstanding shares of Series G preferred stock, which represented 4,110,500 depositary shares, into shares of Fifth Third's common stock. Each share of Series G preferred stock was converted into 2,159.8272 shares of common stock, representing a total of 35,511,740 issued shares. The common shares issued in the conversion are exempt securities pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended, as securities exchanged exclusively with Bancorp's existing security holders where no commission or other remuneration was paid.  Upon conversion, the depositary shares were delisted from the NASDAQ Global Select Market and withdrawn from the Exchange.

 

On August 2, 2013, Vantiv, Inc. priced a secondary offering of 20 million shares of Class A Common Stock of Vantiv, Inc., including 5 million shares of Class A Common Stock of Vantiv, Inc. to be sold on behalf of the Bancorp. The offering settled on August 7, 2013. As a result of this offering, the Bancorp's ownership of Vantiv Holding, LLC was reduced to approximately 25% and the Bancorp's investment will continue to be accounted for as an equity method investment in the Bancorp's Condensed Consolidated Financial Statements. The impact of the sale of the Bancorp's interest in Vantiv Holding, LLC will result in the recognition of a pre-tax gain of approximately $85 million ($55 million after-tax) by the Bancorp in the third quarter of 2013.

 

Upon completion of the sale of the 5 million shares of Class A Common Stock of Vantiv, Inc., the Bancorp continued to hold approximately 48.8 million Class B units of Vantiv Holding, LLC and a warrant to purchase approximately 20.4 million Class C non-voting units of Vantiv Holding, LLC, both of which may be exchanged for Class A Common Stock of Vantiv, Inc. on a one for one basis or at Vantiv, Inc.'s option for cash. In addition, the Bancorp holds approximately 48.8 million Class B common shares of Vantiv, Inc. The Class B common shares give the Bancorp voting rights, but no economic interest in Vantiv, Inc. The voting rights attributable to the Class B common shares are limited to 18.5% of the voting power in Vantiv, Inc. at any time other than in connection with a stockholder vote with respect to a change in control in Vantiv, Inc. These securities are subject to certain terms and restrictions.