Fifth Third Bank

News Release

 

Fifth Third Bancorp Prices $1.0 billion of 8.50% Convertible Preferred Stock

6/19/08

Fifth Third Bancorp announced today that it has priced a public offering of depositary shares representing 40,000 shares of its Convertible Preferred Stock with a liquidation preference of $25,000 per share ($100 per depositary share), resulting in an aggregate liquidation preference of $1.0 billion. Fifth Third Bancorp has granted the underwriters for the offering an over-allotment option to purchase depositary shares representing up to 6,000 shares or $150 million aggregate liquidation preference of Convertible Preferred Stock.

The Convertible Preferred Stock will pay, when and if declared by the company's board of directors, dividends in cash at a rate of 8.50% per annum, payable quarterly. The first dividend payment date will be September 30, 2008.

Each share of the Convertible Preferred Stock will be convertible at any time, at the option of the holder, into 2,159.8272 shares of common stock of the company (or approximately 8.6393 shares of common stock per depositary share), which represents a conversion price of approximately $11.575 per share of common stock. The Convertible Preferred Stock is perpetual and has no maturity date. On or after June 30, 2013, the Convertible Preferred Stock will, at the option of the company, be subject to mandatory conversion into the company's common stock at the conversion rate, if the price of the company's common stock exceeds 130% of the conversion price.

Fifth Third Bancorp intends to use the net proceeds of the offering for general corporate purposes.

Goldman, Sachs & Co. is the sole structuring coordinator and a joint bookrunner of the offering. Credit Suisse Securities (USA) LLC and Merrill Lynch & Co. are acting as joint bookrunners of the offering. Fifth Third Securities, Inc. will act as a co-manager in the offering.

Fifth Third Bancorp has filed a registration statement (including prospectus) with the SEC for the securities offerings discussed in this communication. Before you would invest in such securities, you should read the prospectus in that registration statement, the related preliminary prospectus supplements and other documents that Fifth Third Bancorp has filed with the SEC for more complete information about Fifth Third Bancorp and these offerings. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Fifth Third Bancorp, the underwriter or any dealer participating in the offerings will arrange to send you the relevant prospectus and prospectus supplements if you request it by contacting Goldman, Sachs & Co., Attn: Prospectus Department, 85 Broad Street, New York, New York 10004, via fax at 212-902-9316 or via e-mail at prospectus-ny@ny.email.gs.com; Credit Suisse Securities (USA) LLC, Prospectus Department, One Madison Avenue, New York, NY 10010, 1-800-221-1037; or Merrill Lynch & Co., Attention: Prospectus Department, 4 World Financial Center, New York, New York, 10080, 212-449-1000.