Fifth Third Bancorp Offering of Depositary Shares Representing 4.95% Non-Cumulative Perpetual Preferred Stock, Series K

Davis Polk advised the underwriters in an SEC-registered public offering by Fifth Third Bancorp of 10,000,000 depositary shares, each representing a 1/1,000th ownership interest in a share of its 4.95% non-cumulative perpetual preferred stock, Series K, no par value per share, with a liquidation preference of $25,000 per share. The net proceeds from the offering totaled approximately $243 million.

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio, with commercial banking, branch banking, consumer lending and investment advisory businesses. As of July 31, 2019, Fifth Third operated 1,207 full-service banking centers and 2,551 ATMs. It also had $399 billion in assets under care, of which it managed $46 billion for individuals, corporations and not-for-profit organizations.

The Davis Polk corporate team included partner Byron B. Rooney and associates Jaryn S. Fields and Ryan J. Lewis. The financial institutions team included partner Margaret E. Tahyar and associate Tyler X. Senackerib. The tax team included partner Po Sit and associate Ben Levenback. All members of the Davis Polk team are based in the New York office.