Filed Pursuant to Rule 433
Dated July 22, 2015
Registration No. 333-187546
Term Sheet
$1,100,000,000
2.875% Senior Notes due 2020
| Issuer: | Fifth Third Bancorp | |
| Security: | 2.875% Senior Notes due July 27, 2020 | |
| Expected Ratings*: | Baa1 (Moody’s) / BBB+ (S&P) / A (Fitch) / AL (DBRS) | |
| Currency: | USD | |
| Size: | $1,100,000,000 | |
| Security Type: | SEC Registered Senior Notes | |
| Maturity: | July 27, 2020 | |
| Coupon | 2.875% | |
| Payment Frequency: | Semi-Annually | |
| Day Count Convention: | 30/360 | |
| Optional Redemption: | The notes are not subject to repayment at the option of the holders prior to the maturity date. The Issuer may redeem the Senior Notes, in whole or in part, on or after the date that is 30 days prior to the maturity date at a redemption price equal to 100% of the principal amount of the Senior Notes redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date. | |
| Benchmark Treasury: | 1.625% US Treasury due June 30, 2020 | |
| Benchmark Treasury Spot and Yield: | 99-24 3/4; 1.673% | |
| Spread to Benchmark Treasury: | +123bps | |
| Yield to Maturity: | 2.903% | |
| Price to Public: | 99.871% of face amount | |
| Proceeds (Before Expenses) to Issuer: | 99.521% of face amount | |
| Interest Payment Dates: | January 27 and July 27 of each year, commencing January 27, 2016 | |
| Trade Date: | July 22, 2015 | |
| Settlement Date: | July 27, 2015 (T+3) | |
| Denominations | $2,000 x $1,000 | |
| CUSIP/ISIN: | 316773CT5 / US316773CT59 | |
| Joint Book-running Managers: | Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Fifth Third Securities, Inc. Morgan Stanley & Co. LLC | |
* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
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 EDGAR on the SEC Web site at www.sec.gov. 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 Citigroup Global Markets Inc. toll free at 1-800-831-9146, Deutsche Bank Securities Inc. toll-free at 1-800-503-4611, Fifth Third Securities, Inc. toll free at 1-800-950-4623 or Morgan Stanley & Co. LLC toll free at 1-866-718-1649.
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