Fifth Third Bancorp and its subsidiary Fifth Third Financial Corporation have launched exchange offers targeting $1.55 billion of Comerica notes assumed in the merger, pairing the debt swap with consent solicitations to strip out covenants, restrictive provisions and events of default from the old indentures.
The two note series in scope total $1.55 billion outstanding: $550 million of Fifth Third Financial’s 4.000% senior notes due February 1, 2029, and $1 billion of its 5.982% fixed-to-floating rate senior notes due January 30, 2030.
For the 2029 notes, holders who tender after the early tender date but by expiration will receive $970 principal amount of new Fifth Third 4.000% senior notes due 2029 for each $1,000 tendered. Early tenders get $1,000 of new notes plus $1 in cash per $1,000 tendered.
For the 2030 notes, the standard exchange is also $970 principal amount of new Fifth Third 5.982% fixed-to-floating rate senior notes due 2030 per $1,000 tendered, while early tenders receive $1,000 of new notes plus $1 in cash per $1,000 tendered.
The early tender deadline is 5:00 p.m. New York City time on May 21, 2026. The expiration date is 5:00 p.m. New York City time on June 8, 2026. Early settlement is expected within six business days after the early tender date, and final settlement is expected within two business days after the expiration date.
The exchange offers are capped at up to $1.55 billion aggregate principal amount of new Fifth Third notes. The company said the offers and consent solicitations are linked: tendering holders are deemed to consent to the proposed indenture amendments, and holders cannot consent without tendering. Today the company's shares have moved 0.14% to a price of $49.74. Check out the company's full 8-K submission here.
