Additional Documents Incorporated by Reference. None. Issuer: Fifth Third Capital Trust VII (the “Trust”), a Delaware statutory trust, the sole assets of which will be the 8.875% Junior Subordinated Notes due 2068 (the “JSNs”) issued by Fifth Third Bancorp (“Fifth Third”). Guarantor: Fifth Third Offered Securities: 8.875% Trust Preferred Securities Aggregate Liquidation Amount: $350,000,000 ($350,000,000 Trust Preferred Securities, which, together with the $10,000 of Trust common securities to be purchased by Fifth Third, correspond to $350,010,000 initial principal amount of the JSNs) Liquidation Amount: $25 per trust preferred security Expected Ratings: Xxxxx’x Investor Services: A1, with negative outlook Standard & Poor’s: A-, with negative outlook Fitch Ratings: A+, with negative watch DBRS: A (high), with negative trend Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating. Trade Date: April 29, 2008 Settlement Date: May 6, 2008 (T+5) Maturity Date: May 15, 2068 Distributions: 8.875% from and including May 6, 2008 to but excluding May 15, 2058 and at three-month LIBOR plus 5.00% thereafter, in each case, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, beginning August 15, 2008. Public Offering Price: $25 per trust preferred security Proceeds, before expenses, to Fifth Third from the Offering: $339,443,337.50 after underwriting commissions Underwriting Commissions: 3.15%, except for sale to certain institutions in which case the fees will be 2% First Call Date On or after May 15, 2013 in whole or in part Make-Whole Redemption Price after the occurrence of a rating agency event 100% of the principal amount of the JSNs being redeemed or if greater, the sum of the present values of the remaining scheduled payments of principal (discounted from May 15, 2013) and interest that would have been payable to and including May 15, 2013 (discounted from their respective interest payment dates) on the JSNs to be redeemed (not including any portion of such payments of interest accrued to the redemption date) to the redemption date on a quarterly basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 50 basis points, in each case plus accrued and unpaid interest to the redemption date Maximum Share Number for Purposes of Alternative Payment Mechanism: 130,000,000 shares of Fifth Third’s common stock Expected Listing: NYSE Overallotment Option: The underwriters may purchase up to 2,000,000 additional Trust Preferred Securities within 30 days from the date of the prospectus supplement to cover over-allotments. Sole Structuring Coordinator: Xxxxxx Xxxxxxx & Co. Incorporated Joint Book-Running Managers: Xxxxxx Xxxxxxx & Co. Incorporated; Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, UBS Securities LLC; Wachovia Capital Markets, LLC Co-Managers: Banc of America Securities LLC, Barclays Capital, Credit Suisse Securities (USA) LLC; Fifth Third Securities, Inc. CUSIP: 316780 204 ISIN: US3167802046 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 XXXXX on the SEC Web site at xxx.xxx.xxx. 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 toll-free 1-866-718-1649 (Xxxxxx Xxxxxxx & Co. Incorporated); 1-877-858-5407 (Citigroup Global Markets Inc.); 0-000-000-0000 (Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated); 1-877-827-6444 ext 561-3884 (UBS Securities LLC); or 0-000-000-0000 (Wachovia Capital Markets, LLC). 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 email system. Pursuant to Section 6(g) of the Underwriting Agreement, the accountants shall furnish letters to the Underwriters to the effect that: (i) They are an independent registered public accounting firm with respect to the Guarantor and its subsidiaries within the meaning of the Securities Act and the applicable published rules and regulations thereunder adopted by the Securities and Exchange Commission (the “SEC”) and the Public Company Accounting Oversight Board (United States) (the “PCAOB”); (ii) In their opinion, the financial statements and any supplementary financial information and schedules (and, if applicable, financial forecasts and/or pro forma financial information) audited or examined by them and included or incorporated by reference in the Registration Statement or the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act or the Exchange Act, as applicable, and the related published rules and regulations thereunder; and, if applicable, they have made a review in accordance with standards established by the American Institute of Certified Public Accountants of the consolidated interim financial statements, selected financial data, pro forma financial information, financial forecasts and/or condensed financial statements derived from audited financial statements of the Guarantor for the periods specified in such letter, as indicated in their reports thereon, copies of which have been furnished to the Underwriters; (iii) The unaudited selected financial information with respect to the consolidated results of operations and financial position of the Guarantor for the five most recent fiscal years included in the Prospectus and/or included or incorporated by reference in Item 6 of the Guarantor’s Annual Report on Form 10-K for the most recent fiscal year agrees with the corresponding amounts (after restatement where applicable) in the audited consolidated financial statements for such five fiscal years which were included or incorporated by reference in the Guarantor’s Annual Reports on Form 10-K for such fiscal years; (iv) They have compared the information in the Prospectus under selected captions with the disclosure requirements of Regulation S-K and on the basis of limited procedures specified in such letter nothing came to their attention as a result of the foregoing procedures that caused them to believe that this information does not conform in all material respects with the disclosure requirements of Items 301, 302, 402 and 503(d), respectively, of Regulation S-K; (v) On the basis of limited procedures, not constituting an examination in accordance with generally accepted auditing standards, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of the Guarantor and its subsidiaries, inspection of the minute books of the Guarantor and its subsidiaries since the date of the latest audited financial statements included or incorporated by reference in the Prospectus, inquiries of officials of the Guarantor and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: (A) any unaudited income statement data and balance sheet items included in the Prospectus do not agree with the corresponding items in the unaudited consolidated financial statements from which such data and items were derived, and any such unaudited data and items were not determined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included or incorporated by reference in the Guarantor’s Annual Report on Form 10-K for the most recent fiscal year; (B) the unaudited financial statements which were not included in the Prospectus but from which were derived the unaudited condensed financial statements referred to in clause (A) and any unaudited income statement data and balance sheet items included in the Prospectus and referred to in clause (A) were not determined on a basis substantially consistent with the basis for the audited financial statements included or incorporated by reference in the Guarantor’s Annual Report on Form 10-K for the most recent fiscal year; (C) any unaudited pro forma consolidated condensed financial statements included or incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the published rules and regulations thereunder or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements; (D) as of a specified date not more than five days prior to the date of such letter, there have been any decreases in demand deposits, interest checking deposits, long-term debt or stockholders’ equity, or in other items specified by the Representatives, or any increases in long-term debt, or in other items specified by the Representatives, in each case as compared with amounts shown in the latest balance sheet included or incorporated by reference in the Prospectus, except in each case for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and (E) for the period from the date of the latest financial statements included or incorporated by reference in the Prospectus to the specified date referred to in clause (E) there were any decreases in net interest income or net income, or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with the comparable period of the preceding year and with any other period of corresponding length specified by the Representatives, except in each case for increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and
Appears in 1 contract
Additional Documents Incorporated by Reference. None. Issuer: Fifth Third SunTrust Capital Trust VII IX (the “Trust”), a Delaware statutory trust, the sole assets asset of which will be the 8.8757.875% Junior Subordinated Notes due 2068 (the “JSNs”) issued by Fifth Third Bancorp SunTrust Banks, Inc. (“Fifth ThirdSunTrust”). Guarantor: Fifth Third Offered SecuritiesSunTrust Title of Security: 8.8757.875% Trust Preferred Securities Aggregate Liquidation Amount: $350,000,000 600,000,000 ($350,000,000 24,000,000 Trust Preferred Securities, which, together with the $10,000 of Trust common securities to be purchased by Fifth ThirdSunTrust, correspond to $350,010,000 600,010,000 initial principal amount of the JSNs) Liquidation Amount). Overallotment Option: $90,000,000 (3,600,000 additional Trust Preferred Securities correspond to $90,000 amount of additional JSNs). Distribution Dates: 7.875% per annum, quarterly in arrears on each March 15, June 15, September 15 and December 15, beginning June 15, 2008. Maturity Date: March 15, 2068. Price to Public: $25 per trust preferred security Expected Net Proceeds to SunTrust from the Offering: $582,250,000.00 after underwriting commissions. Trade Date: February 26, 2008. Settlement Date: March 4, 2008 (T+5) CUSIP: 867885 105 Expected Listing: NYSE under the symbol “STI PrZ” Expected Ratings: A1 by Xxxxx’x Investor Investors Services: A1, with negative outlook A- by Standard & Poor’s: A-, with negative outlook Fitch Ratings: A+, with negative watch DBRS: A (high), with negative trend Note: by Fitch. A securities rating is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating. Trade Date: April 29, 2008 Settlement Date: May 6, 2008 (T+5) Maturity Date: May 15, 2068 Distributions: 8.875% from and including May 6, 2008 to but excluding May 15, 2058 and at three-month LIBOR plus 5.00% thereafter, in each case, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, beginning August 15, 2008. Public Offering Price: $25 per trust preferred security Proceeds, before expenses, to Fifth Third from the Offering: $339,443,337.50 after underwriting commissions Underwriting Commissions: 3.15%, except for sale to certain institutions in which case the fees will be 2% First Call Date On or after May 15, 2013 in whole or in part Make-Whole Redemption Price after the occurrence of a rating agency event 100% of the principal amount of the JSNs being redeemed or if greater, the sum of the present values of the remaining scheduled payments of principal (discounted from May 15, 2013) and interest that would have been payable to and including May 15, 2013 (discounted from their respective interest payment dates) on the JSNs to be redeemed (not including any portion of such payments of interest accrued to the redemption date) to the redemption date on a quarterly basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 50 basis points, in each case plus accrued and unpaid interest to the redemption date Maximum Share Number for Purposes of Alternative Payment Mechanism: 130,000,000 shares of Fifth Third’s common stock Expected Listing: NYSE Overallotment Option: The underwriters may purchase up to 2,000,000 additional Trust Preferred Securities within 30 days from the date of the prospectus supplement to cover over-allotments. Sole Structuring Coordinator: Xxxxxx Xxxxxxx & Co. Incorporated Joint Book-Running ManagersRunners: Xxxxxx Xxxxxxx & Co. Incorporated; , SunTrust Xxxxxxxx Xxxxxxxx, Inc., Citigroup Global Markets Inc., Inc. and UBS Securities LLC Co-Managers: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, UBS Securities LLC; Wachovia Capital Markets, LLC Co-Managers: Banc of America Securities LLC, Barclays CapitalSandler X’Xxxxx & Partners, L.P., Bear Xxxxxxx & Co. Inc., Credit Suisse Securities (USA) LLC; , Deutsche Bank Securities Inc., Xxxxxx Brothers Inc., Barclays Capital Inc., Xxxxxxx Xxxxxx & Co., Inc., Fidelity Capital Markets, HSBC Securities (USA) Inc., X.X. Xxxxxxx & Co., Xxxxxx Xxxxxxxxxx Xxxxx LLC, Xxxxxxxxxxx & Co. Inc., Pershing LLC, Xxxxxxx Xxxxx & Associates, Inc., RBC Xxxx Xxxxxxxx Inc., Xxxxxx X. Xxxxx & Co. Incorporated, Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxx Fargo Securities, LLC, BB&T Capital Markets, Boenning & Scattergood, Inc., X. X. Xxxx & Associates, Inc., City Securities Corporation, Crews & Associates, Inc., X.X. Xxxxxxxx & Co., Xxxxxxxxx & Company LLC, E* Trade Securities Inc., Ferris, Baker, Xxxxx Inc., Fifth Third Securities, Inc. CUSIP: 316780 204 ISIN: US3167802046 The issuer has filed a registration statementInc., including a prospectusFixed Income Securities, with the SEC for the offering to which this communication relates. Before you investLP, 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 XXXXX on the SEC Web site at xxx.xxx.xxx. AlternativelyH&R Block Financial Advisors, the issuerInc., any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-718-1649 (Xxxxxx Xxxxxxx J.J.B. Xxxxxxxx, X.X. Xxxxx, Inc., Xxxxxxxx & Co. Incorporated); 1-877-858-5407 (Citigroup Global Markets Co., Xxxxx, Xxxxxxxx & Xxxxx, Inc.); 0-000-000-0000 (Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated); 1-877-827-6444 ext 561-3884 (UBS Securities LLC); or 0-000-000-0000 (Wachovia KeyBanc Capital Markets, XxXxxx, Xxxxx & Co. Inc., Mesirow Financial, Inc., Xxxxxx Xxxxxx & Company, Inc., NatCity Investments, Inc., Xxxxx Xxxxxxx & Co., Xxxxxxx Xxxxxx Xxxxxx Inc., Xxxxxx, Xxxx & Xxxxx, Inc., Stone & Xxxxxxxxx LLC). 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 email system, Synovus Securities, Inc., TD Waterhouse Investor Services, Inc., Xxxxxx-Xxxxxx IBG, Limited Partnership, Wedbush Xxxxxx Securities Inc., Xxxxxxx Xxxxx & Company, L.L.C., Xxxxxxx Capital Markets Group. Pursuant to Section 6(g6(f) of the Underwriting Agreement, the accountants shall furnish letters to the Underwriters to the effect that:
(i) They are an independent registered public accounting firm with respect to the Guarantor Company and its subsidiaries within the meaning of the Securities Act and the applicable published rules and regulations thereunder adopted by the Securities and Exchange Commission (the “SEC”) and the Public Company Accounting Oversight Board (United States) (the “PCAOB”);
(ii) In their opinion, the financial statements and any supplementary financial information and schedules (and, if applicable, financial forecasts and/or pro forma financial information) audited or examined by them and included or incorporated by reference in the Registration Statement or the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act or the Exchange Act, as applicable, and the related published rules and regulations thereunder; and, if applicable, they have made a review in accordance with standards established by the American Institute of Certified Public Accountants of the consolidated interim financial statements, selected financial data, pro forma financial information, financial forecasts and/or condensed financial statements derived from audited financial statements of the Guarantor Company for the periods specified in such letter, as indicated in their reports thereon, copies of which have been furnished to the Underwriters;
(iii) They have made a review in accordance with standards established by the American Institute of Certified Public Accountants of the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included in the Prospectus as indicated in their reports thereon, copies of which have been furnished to the Underwriters; and on the basis of specified procedures including inquiries of officials of the Company who have responsibility for financial and accounting matters regarding whether the unaudited condensed consolidated financial statements referred to in paragraph (vi)(A)(i) below comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations, nothing came to their attention that caused them to believe that the unaudited condensed consolidated financial statements do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations;
(iv) The unaudited selected financial information with respect to the consolidated results of operations and financial position of the Guarantor Company for the five most recent fiscal years included in the Prospectus and/or included or incorporated by reference in Item 6 of the GuarantorCompany’s Annual Report on Form 10-K for the most recent fiscal year agrees with the corresponding amounts (after restatement where applicable) in the audited consolidated financial statements for such five fiscal years which were included or incorporated by reference in the GuarantorCompany’s Annual Reports on Form 10-K for such fiscal years;
(ivv) They have compared the information in the Prospectus under selected captions with the disclosure requirements of Regulation S-K and on the basis of limited procedures specified in such letter nothing came to their attention as a result of the foregoing procedures that caused them to believe that this information does not conform in all material respects with the disclosure requirements of Items 301, 302, 402 and 503(d), respectively, of Regulation S-K;
(vvi) On the basis of limited procedures, not constituting an examination in accordance with generally accepted auditing standards, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of the Guarantor Company and its subsidiaries, inspection of the minute books of the Guarantor Company and its subsidiaries since the date of the latest audited financial statements included or incorporated by reference in the Prospectus, inquiries of officials of the Guarantor Company and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that:
(A) (i) the unaudited consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included or incorporated by reference in the Company’s Quarterly Reports on Form 10-Q incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the related published rules and regulations, or (ii) any material modifications should be made to the unaudited consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included or incorporated by reference in the Company’s Quarterly Report(s) on Form 10-Q incorporated by reference in the Prospectus for them to be in conformity with generally accepted accounting principles;
(B) any other unaudited income statement data and balance sheet items included in the Prospectus do not agree with the corresponding items in the unaudited consolidated financial statements from which such data and items were derived, and any such unaudited data and items were not determined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included or incorporated by reference in the GuarantorCompany’s Annual Report on Form 10-K for the most recent fiscal year;
(BC) the unaudited financial statements which were not included in the Prospectus but from which were derived the unaudited condensed financial statements referred to in clause (A) and any unaudited income statement data and balance sheet items included in the Prospectus and referred to in clause (AB) were not determined on a basis substantially consistent with the basis for the audited financial statements included or incorporated by reference in the GuarantorCompany’s Annual Report on Form 10-K for the most recent fiscal year;
(CD) any unaudited pro forma consolidated condensed financial statements included or incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the published rules and regulations thereunder or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements;
(DE) as of a specified date not more than five days prior to the date of such letter, there have been any changes in the consolidated capital stock (other than issuances of capital stock upon exercise of options and stock appreciation rights, upon earn outs of performance shares and upon conversions of convertible securities, in each case which were outstanding on the date of the latest balance sheet included or incorporated by reference in the Prospectus) or any increase in the consolidated long term debt of the Company and its subsidiaries, or any decreases in demand deposits, interest checking deposits, long-term debt consolidated net current assets or stockholders’ equity, equity or in other items specified by the Representatives, or any increases in long-term debt, or in other any items specified by the Representatives, in each case as compared with amounts shown in the latest balance sheet included or incorporated by reference in the Prospectus, except in each case for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and
(EF) for the period from the date of the latest financial statements included or incorporated by reference in the Prospectus to the specified date referred to in clause (E) there were any decreases in consolidated net interest revenues or operating profit or the total or per share amounts of consolidated net income or net income, or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with the comparable period of the preceding year and with any other period of corresponding length specified by the Representatives, except in each case for increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and
(vii) In addition to the examination or audit referred to in their report(s) included or incorporated by reference in the Prospectus and the limited procedures, inspection of minute books, inquiries and other procedures referred to in paragraphs (iii) and (vi) above, they have carried out certain specified procedures, not constituting an examination or audit in accordance with generally accepted auditing standards, with respect to certain amounts, percentages and financial information specified by the Representatives which are derived from the general accounting records of the Company and its subsidiaries, which appear in the Prospectus (excluding documents incorporated by reference) or in Part II of, or in exhibits and schedules to, the Registration Statement specified by the Representatives or in documents incorporated by reference in the Prospectus specified by the Representatives, and have compared certain of such amounts, percentages and financial information with the accounting records of the Company and its subsidiaries and have found them to be in agreement.
Appears in 1 contract
Additional Documents Incorporated by Reference. None. Issuer: Fifth Third Capital Trust VII (the “Trust”), a Delaware statutory trust, the sole assets of which will be the 8.875% Junior Subordinated Notes due 2068 (the “JSNs”) issued by Issuer Fifth Third Bancorp Expected Ratings Aa3 / A+ / AA- / AAL (“Fifth Third”). Guarantor: Fifth Third Offered Securities: 8.875% Trust Preferred Securities Aggregate Liquidation Amount: $350,000,000 ($350,000,000 Trust Preferred Securities, which, together with the $10,000 of Trust common securities to be purchased by Fifth Third, correspond to $350,010,000 initial principal amount of the JSNsXxxxx’x / S&P / Fitch / DBRS) Liquidation Amount: $25 per trust preferred security Expected Ratings: Xxxxx’x Investor Services: A1, with negative outlook Standard & Poor’s: A-, with negative outlook Fitch Ratings: A+, with negative watch DBRS: A (high), with negative trend Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating. Note Type Senior Notes Principal Amount US $750,000,000 Trade Date: Date April 2923, 2008 Settlement Date: May 6Date (T+ 5 days) April 30, 2008 (T+5) Maturity Date: Date May 151, 2068 Distributions: 8.8752013 Coupon 6.250% per annum Price to Investors 99.885%, plus accrued interest, if any, from and including May 6April 30, 2008 Underwriters Commission 0.35% All-in Price 99.535% Net Proceeds US $746,512,500 Pricing Benchmark 2.500% UST due 3/2013 Benchmark Yield 2.957% Spread to but excluding Benchmark Plus 332 basis points Re-offer Yield 6.277% Interest Payment Dates Semi-annually on each May 15, 2058 and at three-month LIBOR plus 5.00% thereafter, in each case, payable quarterly in arrears on February 15, May 15, August 15 1 and November 15 1 of each year, beginning August 15commencing November 1, 2008. Public Offering Price: $25 per trust preferred security Proceeds, before expenses, to Fifth Third from the Offering: $339,443,337.50 after underwriting commissions Underwriting Commissions: 3.15%, except for sale to certain institutions in which case the fees will be 2% First Call Date On or after May 15, 2013 in whole or in part Make-Whole Redemption Price after the occurrence of a rating agency event 100% of the principal amount of the JSNs being redeemed or if greater, the sum of the present values of the remaining scheduled payments of principal (discounted from May 15, 2013) 2008 and interest that would have been payable to and including May 15, 2013 (discounted from their respective interest payment dates) ending on the JSNs to be redeemed Maturity Date Day Count Convention 30 / 360 Denominations Minimum denominations of $5,000 with increments of $1,000 thereafter Bookrunners Credit Suisse Securities (not including any portion of such payments of interest accrued to the redemption dateUSA) to the redemption date on a quarterly basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 50 basis pointsLLC Xxxxxxx, in each case plus accrued and unpaid interest to the redemption date Maximum Share Number for Purposes of Alternative Payment Mechanism: 130,000,000 shares of Fifth Third’s common stock Expected Listing: NYSE Overallotment Option: The underwriters may purchase up to 2,000,000 additional Trust Preferred Securities within 30 days from the date of the prospectus supplement to cover over-allotments. Sole Structuring Coordinator: Xxxxxx Xxxxxxx Xxxxx & Co. Incorporated Joint Book-Running Managers: Xxxxxx Xxxxxxx & Co. Incorporated; Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, UBS Securities LLC; Wachovia Capital Markets, LLC Incorporated Xxxxxx Xxxxxxx & Co. Incorporated Co-Managers: Banc of America Securities LLC, Barclays Capital, Credit Suisse Securities (USA) LLC; Manager Fifth Third Securities, Inc. CUSIP: 316780 204 ISIN: US3167802046 The issuer Billing and Delivery Agent Xxxxxx Xxxxxxx & Co. Incorporated Listing None CUSIP 000000XX0 Fifth Third Bancorp has filed a registration statement, statement (including a prospectus, prospectus and preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read each of these documents and the prospectus in that registration statement and other documents the issuer has filed with the SEC and incorporated by reference in such documents for more complete information about the issuer Fifth Third Bancorp and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuerCredit Suisse Securities (USA) LLC, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-718-1649 (Xxxxxx Xxxxxxx Xxxxxxx, Sachs & Co. Incorporated); 1-877-858-5407 (Citigroup Global Markets Inc.); 0-000-000-0000 (Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated); , and Xxxxxx Xxxxxxx & Co. Incorporated will arrange to send you these documents if you call Credit Suisse Securities (USA) LLC toll-free at 1-877800-827221-6444 ext 5611037, Xxxxxxx, Sachs & Co. toll-3884 (UBS Securities LLC); or free at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 0-000-000-0000 (Wachovia Capital Markets, LLC). 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 email systemXxxxxx Xxxxxxx & Co. Incorporated toll-free at 0-000-000-0000. Pursuant to Section 6(g6(e) of the Underwriting Agreement, the accountants shall furnish letters to the Underwriters to the effect that:
(i) They are an independent registered public accounting firm with respect to the Guarantor Company and its subsidiaries within the meaning of the Securities Act and the applicable published rules and regulations thereunder adopted by the Securities and Exchange Commission (the “SEC”) and the Public Company Accounting Oversight Board (United States) (the “PCAOB”);
(ii) In their opinion, the financial statements and any supplementary financial information and schedules (and, if applicable, financial forecasts and/or pro forma financial information) audited or examined by them and included or incorporated by reference in the Registration Statement or the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act or the Exchange Act, as applicable, and the related published rules and regulations thereunder; and, if applicable, they have made a review in accordance with standards established by the American Institute of Certified Public Accountants of the consolidated interim financial statements, selected financial data, pro forma financial information, financial forecasts and/or condensed financial statements derived from audited financial statements of the Guarantor Company for the periods specified in such letter, as indicated in their reports thereon, copies of which have been furnished to the Underwriters;
(iii) The unaudited selected financial information with respect to the consolidated results of operations and financial position of the Guarantor Company for the five most recent fiscal years included in the Prospectus and/or included or incorporated by reference in Item 6 of the GuarantorCompany’s Annual Report on Form 10-K for the most recent fiscal year agrees with the corresponding amounts (after restatement where applicable) in the audited consolidated financial statements for such five fiscal years which were included or incorporated by reference in the GuarantorCompany’s Annual Reports on Form 10-K for such fiscal years;
(iv) They have compared the information in the Prospectus under selected captions with the disclosure requirements of Regulation S-K and on the basis of limited procedures specified in such letter nothing came to their attention as a result of the foregoing procedures that caused them to believe that this information does not conform in all material respects with the disclosure requirements of Items 301, 302, 402 and 503(d), respectively, of Regulation S-K;
(v) On the basis of limited procedures, not constituting an examination in accordance with generally accepted auditing standards, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of the Guarantor Company and its subsidiariesSignificant Subsidiaries, inspection of the minute books of the Guarantor Company and its subsidiaries Significant Subsidiaries since the date of the latest audited financial statements included or incorporated by reference in the Prospectus, inquiries of officials of the Guarantor Company and its subsidiaries Significant Subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that:
(A) any unaudited income statement data and balance sheet items included in the Prospectus do not agree with the corresponding items in the unaudited consolidated financial statements from which such data and items were derived, and any such unaudited data and items were not determined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included or incorporated by reference in the GuarantorCompany’s Annual Report on Form 10-K for the most recent fiscal year;
(B) the unaudited financial statements which were not included in the Prospectus but from which were derived the unaudited condensed financial statements referred to in clause (A) and any unaudited income statement data and balance sheet items included in the Prospectus and referred to in clause (A) were not determined on a basis substantially consistent with the basis for the audited financial statements included or incorporated by reference in the GuarantorCompany’s Annual Report on Form 10-K for the most recent fiscal year;
(C) any unaudited pro forma consolidated condensed financial statements included or incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the published rules and regulations thereunder or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements;
(D) as of a specified date not more than five days prior to the date of such letter, there have been any decreases in demand deposits, interest checking deposits, long-term debt or stockholders’ equity, or in other items specified by the Representatives, or any increases in long-term debt, or in other items specified by the Representatives, in each case as compared with amounts shown in the latest balance sheet included or incorporated by reference in the Prospectus, except in each case for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and
(E) for the period from the date of the latest financial statements included or incorporated by reference in the Prospectus to the specified date referred to in clause (E) there were any decreases in net interest income or net income, or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with the comparable period of the preceding year and with any other period of corresponding length specified by the Representatives, except in each case for increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and
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Additional Documents Incorporated by Reference. None. Issuer: Fifth Third Capital Trust VII (the “Trust”), a Delaware statutory trust, the sole assets of which will be the 8.875% Junior Subordinated Notes due 2068 (the “JSNs”) issued by Issuer Fifth Third Bancorp Expected Ratings A1 / A / A+ / AH (“Fifth Third”). Guarantor: Fifth Third Offered Securities: 8.875% Trust Preferred Securities Aggregate Liquidation Amount: $350,000,000 ($350,000,000 Trust Preferred Securities, which, together with the $10,000 of Trust common securities to be purchased by Fifth Third, correspond to $350,010,000 initial principal amount of the JSNsXxxxx’x / S&P / Fitch / DBRS) Liquidation Amount: $25 per trust preferred security Expected Ratings: Xxxxx’x Investor Services: A1, with negative outlook Standard & Poor’s: A-, with negative outlook Fitch Ratings: A+, with negative watch DBRS: A (high), with negative trend Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating. Note Type Subordinated Notes Trade Date: April 29Date February 26, 2008 Settlement Date: May 6Date (T+ 5 days) Xxxxx 0, 0000 Xxxxxxxx Date March 1, 2038 Principal Amount US$ 1,000,000,000 Price to Investors 99.748%, plus accrued interest, if any, from March 4, 2008 (T+5) Maturity Date: May 15Underwriters’ Commission 0.80% All-in Price 98.948%, 2068 Distributions: 8.875% plus accrued interest, if any, from and including May 6March 4, 2008 Net Proceeds US$ 989,480,000 Pricing Benchmark 5% UST due 5/2037 Benchmark Yield 4.648% Spread to but excluding May 15, 2058 Benchmark Plus 362.5 basis points Re-offer Yield 8.273% Coupon 8.25% per annum Interest Payment Dates Semi-annually on each March 1 and at three-month LIBOR plus 5.00% thereafter, in each case, payable quarterly in arrears on February 15, May 15, August 15 and November 15 September 1 of each year, beginning August 15commencing September 1, 2008. Public Offering Price: $25 per trust preferred security Proceeds, before expenses, to Fifth Third from the Offering: $339,443,337.50 after underwriting commissions Underwriting Commissions: 3.15%, except for sale to certain institutions in which case the fees will be 2% First Call Date On or after May 15, 2013 in whole or in part Make-Whole Redemption Price after the occurrence of a rating agency event 100% of the principal amount of the JSNs being redeemed or if greater, the sum of the present values of the remaining scheduled payments of principal 2008 (discounted from May 15, 2013short first coupon) and interest that would have been payable to and including May 15, 2013 (discounted from their respective interest payment dates) ending on the JSNs to be redeemed Maturity Date Day Count Convention 30 / 360 Denominations Minimum denominations of $5,000 with increments of $1,000 thereafter Bookrunners Credit Suisse Securities (not including any portion of such payments of interest accrued to the redemption dateUSA) to the redemption date on a quarterly basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 50 basis pointsLLC, in each case plus accrued and unpaid interest to the redemption date Maximum Share Number for Purposes of Alternative Payment Mechanism: 130,000,000 shares of Fifth Third’s common stock Expected Listing: NYSE Overallotment Option: The underwriters may purchase up to 2,000,000 additional Trust Preferred Securities within 30 days from the date of the prospectus supplement to cover over-allotments. Sole Structuring Coordinator: Xxxxxx Xxxxxxx Xxxxxxx, Xxxxx & Co. Incorporated Joint Book-Running Managers: Xxxxxx Xxxxxxx & Co. Incorporated; Citigroup Global Markets Inc.Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, UBS Securities LLC; Wachovia Capital Markets, LLC Xxxxxx Xxxxxxx & Co. Incorporated Co-Managers: Banc of America Securities LLC, Barclays Capital, Credit Suisse Securities (USA) LLC; Manager Fifth Third Securities, Inc. CUSIP: 316780 204 ISIN: US3167802046 The issuer Billing and Delivery Agent Xxxxxxx, Sachs & Co. Listing None CUSIP 000000XX0 Fifth Third Bancorp has filed a registration statement, statement (including a prospectus, prospectus and preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read each of these documents and the prospectus in that registration statement and other documents the issuer has filed with the SEC and incorporated by reference in such documents for more complete information about the issuer Fifth Third Bancorp and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuerCredit Suisse Securities (USA) LLC, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-718-1649 (Xxxxxx Xxxxxxx Xxxxxxx, Xxxxx & Co. Incorporated); 1-877-858-5407 (Citigroup Global Markets Inc.); 0-000-000-0000 (Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated); , and Xxxxxx Xxxxxxx & Co. Incorporated will arrange to send you these documents if you call Credit Suisse Securities (USA) LLC toll-free at 1-877800-827221-6444 ext 5611037, Xxxxxxx, Sachs & Co. toll-3884 (UBS Securities LLC); or free at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 0-000-000-0000 (Wachovia Capital Markets, LLC). 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 email systemXxxxxx Xxxxxxx & Co. Incorporated toll-free at 0-000-000-0000. Pursuant to Section 6(g6(e) of the Underwriting Agreement, the accountants shall furnish letters to the Underwriters to the effect that:
(i) They are an independent registered public accounting firm with respect to the Guarantor Company and its subsidiaries within the meaning of the Securities Act and the applicable published rules and regulations thereunder adopted by the Securities and Exchange Commission (the “SEC”) and the Public Company Accounting Oversight Board (United States) (the “PCAOB”);
(ii) In their opinion, the financial statements and any supplementary financial information and schedules (and, if applicable, financial forecasts and/or pro forma financial information) audited or examined by them and included or incorporated by reference in the Registration Statement or the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act or the Exchange Act, as applicable, and the related published rules and regulations thereunder; and, if applicable, they have made a review in accordance with standards established by the American Institute of Certified Public Accountants of the consolidated interim financial statements, selected financial data, pro forma financial information, financial forecasts and/or condensed financial statements derived from audited financial statements of the Guarantor Company for the periods specified in such letter, as indicated in their reports thereon, copies of which have been furnished to the Underwriters;
(iii) The unaudited selected financial information with respect to the consolidated results of operations and financial position of the Guarantor Company for the five most recent fiscal years included in the Prospectus and/or included or incorporated by reference in Item 6 of the GuarantorCompany’s Annual Report on Form 10-K for the most recent fiscal year agrees with the corresponding amounts (after restatement where applicable) in the audited consolidated financial statements for such five fiscal years which were included or incorporated by reference in the GuarantorCompany’s Annual Reports on Form 10-K for such fiscal years;
(iv) They have compared the information in the Prospectus under selected captions with the disclosure requirements of Regulation S-K and on the basis of limited procedures specified in such letter nothing came to their attention as a result of the foregoing procedures that caused them to believe that this information does not conform in all material respects with the disclosure requirements of Items 301, 302, 402 and 503(d), respectively, of Regulation S-K;
(v) On the basis of limited procedures, not constituting an examination in accordance with generally accepted auditing standards, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of the Guarantor Company and its subsidiaries, inspection of the minute books of the Guarantor Company and its subsidiaries since the date of the latest audited financial statements included or incorporated by reference in the Prospectus, inquiries of officials of the Guarantor Company and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that:
(A) any unaudited income statement data and balance sheet items included in the Prospectus do not agree with the corresponding items in the unaudited consolidated financial statements from which such data and items were derived, and any such unaudited data and items were not determined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included or incorporated by reference in the GuarantorCompany’s Annual Report on Form 10-K for the most recent fiscal year;
(B) the unaudited financial statements which were not included in the Prospectus but from which were derived the unaudited condensed financial statements referred to in clause (A) and any unaudited income statement data and balance sheet items included in the Prospectus and referred to in clause (A) were not determined on a basis substantially consistent with the basis for the audited financial statements included or incorporated by reference in the GuarantorCompany’s Annual Report on Form 10-K for the most recent fiscal year;
(C) any unaudited pro forma consolidated condensed financial statements included or incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the published rules and regulations thereunder or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements;
(D) as of a specified date not more than five days prior to the date of such letter, there have been any decreases in demand deposits, interest checking deposits, long-term debt or stockholders’ equity, or in other items specified by the Representatives, or any increases in long-term debt, or in other items specified by the Representatives, in each case as compared with amounts shown in the latest balance sheet included or incorporated by reference in the Prospectus, except in each case for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and
(E) for the period from the date of the latest financial statements included or incorporated by reference in the Prospectus to the specified date referred to in clause (E) there were any decreases in net interest income or net income, or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with the comparable period of the preceding year and with any other period of corresponding length specified by the Representatives, except in each case for increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and
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