Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-263894
Dated July 25, 2022
Term Sheet
$1,000,000,000 4.772% Fixed Rate/Floating Rate Senior Notes due 2030
This pricing term sheet supplements the preliminary prospectus supplement of Fifth Third Bancorp dated July 25, 2022 relating to the prospectus of Fifth Third Bancorp dated March 28, 2022.
| Issuer: | Fifth Third Bancorp (the “Issuer”) | |
| Securities: | 4.772% Fixed Rate/Floating Rate Senior Notes due 2030 (the “Notes”) | |
| Expected Ratings*: | Baa1 (Moody’s) / BBB+ (S&P) / A- (Fitch) (stable by all) | |
| Currency: | USD | |
| Size: | $1,000,000,000 | |
| Securities Type: | SEC Registered Senior Notes | |
| Trade Date: | July 25, 2022 | |
| Settlement Date**: | July 28, 2022 (T+3) | |
| Maturity Date: | July 28, 2030 | |
| Fixed Rate Period: | From, and including, July 28, 2022 to, but excluding, July 28, 2029 | |
| Floating Rate Period: | From, and including, July 28, 2029, to, but excluding, July 28, 2030 | |
| Coupon: | Fixed Rate Period: 4.772% per annum
Floating Rate Period: Compounded SOFR, determined as set forth under “Description of the Notes—Floating rate period” in the preliminary prospectus supplement dated July 25, 2022, plus 2.127% | |
| Payment Frequency: | Fixed Rate Period: Semi-Annually
Floating Rate Period: Quarterly | |
| Interest Payment Dates: | Fixed Rate Period: Every January 28 and July 28, commencing on January 28, 2023 and ending on July 28, 2029
Floating Rate Period: October 28, 2029, January 28, 2030, April 28, 2030 and July 28, 2030 | |
| Day Count Convention: | Fixed Rate Period: 30/360
Floating Rate Period: Actual/360 | |
| Optional Redemption: | The Notes will be redeemable in whole, but not in part, by the Issuer on July 28, 2029, the date that is one year prior to the Maturity Date, at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.
In addition, the Notes will be redeemable, in whole or in part, by the Issuer on or after the 60th day prior to the Maturity Date at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. | |
| Benchmark Treasury: | 3.250% U.S. Treasury due June 30, 2029 | |
| Benchmark Treasury Spot and Yield: | 102-06+; 2.897% | |
| Spread to Benchmark Treasury: | +187.5 bps | |
| Yield to Maturity: | 4.772% | |
| Price to Public: | 100.000% | |
| Proceeds (before expenses) to Issuer: | $996,000,000 | |
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| CUSIP/ISIN: | 316773 DG2 / US316773DG20 | |
| Joint Book-Running Managers: | Goldman Sachs & Co. LLC Citigroup Global Markets Inc. Fifth Third Securities, Inc. RBC Capital Markets, LLC | |
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| Co-Managers: | MFR Securities, Inc. R. Seelaus & Co., LLC |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
| ** | It is expected that delivery of the Notes will be made against payment thereof on or about July 28, 2022, which is the third business day following the date hereof (this settlement cycle being referred to as “T+3”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the second business day before delivery of the Notes will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify alternative settlement arrangements to prevent a failed settlement. |
The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Goldman Sachs & Co. LLC toll-free at 1-866-471-2526, Citigroup Global Markets Inc. toll-free at 1-800-831-9146, Fifth Third Securities, Inc. toll-free at 1-866-531-5353 and RBC Capital Markets, LLC toll-free at 1-866-375-6829.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER E-MAIL SYSTEM.
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