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Capital Actions
6 Months Ended
Jun. 30, 2014
Capital Actions  
Capital Actions

14. Capital Actions

 

Accelerated Share Repurchase Transactions

On March 18, 2014, the Bancorp's Board of Directors authorized the Bancorp to repurchase up to 100 million shares of its outstanding common stock in the open market or in privately negotiated transactions, and to utilize any derivative or similar instrument to effect share repurchase transactions (including without limitation, accelerated share repurchase contracts, equity forward transactions, equity option transactions, equity swap transactions, cap transactions, collar transactions, floor transactions or other similar transactions or any combination of the foregoing transactions). This share repurchase authorization replaced the Board's previous authorization from March of 2013.

 

During 2013 and the six months ended June 30, 2014, the Bancorp entered into a number of accelerated share repurchase transactions. As part of these transactions, the Bancorp entered into forward contracts in which the final number of shares delivered at settlement was based generally on a discount to the average daily volume weighted average price of the Bancorp's common stock during the term of these repurchase agreements. The accelerated share repurchases were treated as two separate transactions (i) the acquisition of treasury shares on the acquisition date and (ii) a forward contract indexed to the Bancorp's stock.

The following table presents a summary of the Bancorp's accelerated share repurchase transactions that were entered into or settled during the six months ended June 30, 2014:
         
Repurchase Date Amount ($ in millions)Shares Repurchased on Repurchase DateShares Received from Forward Contract SettlementTotal Shares RepurchasedSettlement Date
November 18, 2013$ 200 8,538,423 1,132,495 9,670,918March 5, 2014
December 13, 2013  456 19,084,195 2,294,932 21,379,127March 31, 2014
January 31, 2014  99 3,950,705 602,109 4,552,814March 31, 2014
May 1, 2014  150 6,216,480 1,016,514 7,232,994July 21, 2014
         

Preferred Stock Offering

On June 5, 2014, the Bancorp issued in a registered public offering 300,000 depositary shares, representing 12,000 shares of 4.90% fixed-to-floating rate non-cumulative Series J perpetual preferred stock, for net proceeds of $297 million. Each preferred share has a $25,000 liquidation preference. The preferred stock accrues dividends, on a non-cumulative, semi-annual basis, at an annual rate of 4.90% through but excluding September 30, 2019, at which time it converts to a quarterly floating rate dividend of three-month LIBOR plus 3.129%. Subject to any required regulatory approval, the Bancorp may redeem the Series J preferred shares at its option, in whole or in part, at any time on or after September 30, 2019, or any time prior following a regulatory capital event. The Series J preferred shares are not convertible into Bancorp common shares or any other securities.