8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 2, 2019

(Exact name of registrant as specified in its charter)

Ohio	001-33653	31-0854434
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
Fifth Third Center 38 Fountain Square Plaza, Cincinnati, Ohio		45263
(Address of Principal Executive Offices)		(Zip Code)

(800) 972-3030

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Without Par Value	FITB	The NASDAQ Stock Market LLC
Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I	FITBI	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Events

MB Financial, Inc., a wholly-owned subsidiary of Fifth Third Bancorp (the “Company”) has submitted redemption notices to the trustees to redeem the trust preferred securities related to the trusts listed below, which will result in the redemption of the securities identified below on the date specified. The redemptions will be funded with excess cash currently available to the Company.

Trust	Security	Principal Amount		Redemption Date
MB Financial Capital Trust II	Floating Rate Capital Securities	$	35,000,000		9/16/2019
MB Financial Capital Trust IV	Capital Securities	$	20,000,000		9/16/2019
MB Financial Capital Trust V	Floating Rate Capital Securities	$	30,000,000		9/16/2019

On August 2, 2019, the Company issued a press release announcing this redemption. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 – Press Release dated August 2, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FIFTH THIRD BANCORP (Registrant)
August 2, 2019	By:	/s/ James C. Leonard
		James C. Leonard
		Executive Vice President and Treasurer

EX-99.1

Exhibit 99.1

NEWS RELEASE

CONTACTS
Chris Doll (Investor Relations) Christopher.Doll@53.com | 513-534-2345
Gary Rhodes (Media Relations)	August 2, 2019
Gary.Rhodes@53.com | 513-534-4225

Fifth Third Bancorp Announces Redemption of MB Financial

Capital Trust II, IV, and V

CINCINNATI – Fifth Third Bancorp (Nasdaq: FITB) today announced that it has submitted redemption notices to the trustees for redemption on September 16, 2019, of all the outstanding trust preferred securities issued by MB Financial Capital Trust II, IV, and V.

MB Financial Capital Trust II floating rate capital securities (no CUSIP) have a current distribution rate of 3 month LIBOR plus 1.40 percent and a scheduled maturity date of September 15, 2035, although they may be redeemed on any interest payment date on or after September 15, 2010. The outstanding principal balance of these preferred securities is $35,000,000. The redemption price will be $1,000 per security, which reflects 100 percent of the liquidation amount, plus accrued and unpaid distributions to the actual redemption date of $347.53 per security will be paid. The redemptions will be funded with available cash.

MB Financial Capital Trust IV capital securities (no CUSIP) have a current distribution rate of 3 month LIBOR plus 1.52 percent and a scheduled maturity date of September 15, 2036, although they may be redeemed on any interest payment date on or after September 15, 2011. The outstanding principal balance of these preferred securities is $20,000,000. The redemption price will be $1,000 per security, which reflects 100 percent of the liquidation amount, plus accrued and unpaid distributions to the actual redemption date of $207.10 per security will be paid. The redemptions will be funded with available cash.

MB Financial Capital Trust V floating rate capital securities (CUSIP 55376EAA8) have a current distribution rate of 3 month LIBOR plus 1.30 percent and a scheduled maturity date of December 15, 2037, although they may be redeemed on any interest payment date on or after December 15, 2012. The outstanding principal balance of these preferred securities is $30,000,000. The redemption price will be $1,000 per security, which reflects 100 percent of the liquidation amount, plus accrued and unpaid distributions to the actual redemption date of $290.06 per security will be paid. The redemptions will be funded with available cash.

The redemption or paying agent for the MB Financial Capital Trust II and V securities is:

Wilmington Trust

1100 North Market Street

Wilmington, DE 19890

Attn: Michael Wass

The redemption or paying agent for the MB Financial Capital Trust IV securities is:

U.S. Bank

800 Nicollet Mall

Minneapolis, MN 55402

Attn: Brett Briggs

About Fifth Third

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. As of June 30, 2019, the Company had $169 billion in assets and operates 1,207 full-service Banking Centers, and 2,551 Fifth Third branded ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia, Georgia and North Carolina. In total, Fifth Third provides its customers with access to approximately 53,000 fee-free ATMs across the United States. Fifth Third operates four main businesses: Commercial Banking, Branch Banking, Consumer Lending, and Wealth & Asset Management. Fifth Third is among the largest money managers in the Midwest and, as of June 30, 2019, had $399 billion in assets under care, of which it managed $46 billion for individuals, corporations and not-for-profit organizations through its Trust and Registered Investment Advisory businesses. Investor information and press releases can be viewed at www.53.com. Fifth Third’s common stock is traded on the NASDAQ^® Global Select Market under the symbol “FITB.” Fifth Third Bank was established in 1858. Deposit and Credit products are offered by Fifth Third Bank. Member FDIC.

# # #