Filed Pursuant to Rule 424(b)(3)
Registration No. 333-230568
This prospectus supplement relates to an effective registration
statement, but the information in this prospectus supplement is not complete and may be changed. This prospectus supplement and the accompanying prospectus is not an offer to sell these securities, and we are not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale is not permitted.
Subject to completion, dated April 30, 2020
Prospectus supplement
(To prospectus dated March 28, 2019)
$
$ % Senior Notes due 2023
$ % Senior Notes due 2027
Issue Price for 2023 Notes:
Issue Price
for 2027 Notes:
Fifth Third Bancorp is offering $
aggregate principal amount, consisting of a $ principal amount of % Senior Notes due 2023 (2023
notes) and $ principal amount of % Senior Notes due 2027 (2027 notes, and,
together with the 2023 notes, the notes).
We will pay interest on the notes semi-annually in arrears on
and of each year, beginning
, 2020.
The 2023 notes will bear interest at the rate of
% and will mature on , 2023 and the 2027 notes will bear interest at the rate of
% and will mature on , 2027.
The notes will be unsecured senior obligations of Fifth Third Bancorp. The notes are not subject to repayment at the option of the holders at any time prior to maturity.
We may, at our option, redeem the notes, in whole or in part, at any time or from time to time, on or after , 2020 at the applicable
redemption price described herein under Description of the notesOption redemption.
There will be no sinking fund for the notes. The notes will be
issued only in minimum denominations of $2,000 or any integral multiples of $1,000 in excess thereof.
See Risk factors
beginning on page S-6 of this prospectus supplement and in the documents incorporated by reference in this prospectus supplement for a discussion of certain risks that you should consider in connection with an investment in the notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined that this prospectus
supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Price to public
|
|
|
Underwriting Discount
|
|
|
Proceeds to us
|
|
Per 2023 Note
|
|
|
|
%
|
|
|
|
%
|
|
|
|
%
|
Total for 2023 Notes
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Per 2027 Note
|
|
|
|
%
|
|
|
|
%
|
|
|
|
%
|
Total for 2027 Notes
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
The price to the public set forth above does not include accrued interest, if any. Interest on the notes will accrue
from , 2020.
The notes are not savings accounts, deposits or other
obligations of any of our bank or non-bank subsidiaries and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.
The notes will not be listed on any securities exchange or interdealer market quotation system. Currently, there is no public market for the notes.
We expect that the notes will be ready for delivery through the book-entry facilities of The Depository Trust Company, Clearstream Banking, Société
Anonyme or Euroclear Bank S.A./N.V., as operator of the Euroclear System, as applicable, against payment in New York, New York on or about , 2020.
Joint Book-Running Managers
|
|
|
|
|
|
|
Morgan Stanley
|
|
Fifth Third Securities
|
|
J.P. Morgan
|
|
RBC Capital Markets
|
The date of this prospectus supplement is April , 2020.