Pending Acquisition

6 Months Ended

Jun. 30, 2018

Business Combinations

Pending Acquisition

23. Pending Acquisition

On May 21, 2018, Fifth Third Bancorp and MB Financial, Inc. jointly announced the signing of a definitive merger agreement under which, on the terms and conditions set forth therein, MB Financial, Inc. (“MB Financial”) will merge with a subsidiary of Fifth Third Bancorp in a transaction valued at approximately $4.7 billion based on the closing price of Fifth Third’s common shares on May 18, 2018. MB Financial is headquartered in Chicago, Illinois with reported assets of approximately $20 billion as of March 31, 2018 and is the holding company of MB Financial Bank, N.A.In conjunction with the closing of the transaction, two members of MB Financial’s Board of Directors are expected to join the Fifth Third Bancorp Board.

Under the terms of the agreement, common shareholders of MB Financial will receive 1.45 shares of Fifth Third common stock and $5.54 in cash for each share of MB Financial common stock, which had an implied value of $54.20 per share of MB Financial common stock, based on the closing price of Fifth Third’s common shares on May 18, 2018. The exchange ratio of Fifth Third common shares for MB Financial common shares is fixed and will not adjust based on changes in Fifth Third’s share trading price.

The transaction is subject to the satisfaction of all customary closing conditions, including regulatory approval as well as the approval of MB Financial shareholders.The transaction is expected to close in the first quarter of 2019.