Fifth Third Capital Trust VI, a Delaware statutory trust, which we refer to as the “Trust,” will issue the Trust Preferred Securities. Each Trust Preferred Security represents an undivided beneficial interest in the Trust. The only assets of the Trust will be the 7.25% Junior Subordinated Notes due 2067 issued by Fifth Third Bancorp, which we refer to as the “JSNs.” The Trust will pay distributions on the Trust Preferred Securities only from the proceeds, if any, of interest payments on the JSNs.
The JSNs will bear interest on their principal amount from the date they are issued until their repayment or earlier redemption at the annual rate of (i) 7.25% from and including October 30, 2007 to but excluding November 15, 2057 and (ii) three-month LIBOR plus 3.03% thereafter. Fifth Third will pay interest quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, beginning on February 15, 2008. Fifth Third has the right, on one or more occasions, to defer the payment of interest on the JSNs for one or more consecutive interest periods that do not exceed five years or, if earlier, until the first interest payment date on which it pays current interest without being subject to its obligations under the alternative payment mechanism described in this prospectus supplement and for one or more consecutive interest periods that do not exceed 10 years without giving rise to an event of default. In the event of Fifth Third’s bankruptcy, holders of the JSNs will have a limited claim for deferred interest.
At Fifth Third’s option, the Trust Preferred Securities may be redeemed (i) at 100% of their liquidation amount on or after November 15, 2012 or after the occurrence of a “tax event,” “capital treatment event,” or “investment company event,” as described herein, or (ii) at a make-whole redemption price after the occurrence of a “rating agency event,” as described herein, in each case plus accrued and unpaid distributions through the date of redemption.
The JSNs will mature on November 15, 2067.
The JSNs will be subordinated upon Fifth Third’s liquidation to all of its existing and future senior debt other than trade accounts payable and any debt that by its terms does not rank senior to the JSNs upon Fifth Third’s liquidation, but will rank equally upon Fifth Third’s liquidation with its 6.50% Junior Subordinated Notes due 2067 held by Fifth Third Capital Trust IV, Fifth Third’s guarantee of the trust preferred securities issued by Fifth Third Capital Trust IV, its 7.25% Junior Subordinated Notes due 2067 held by Fifth Third Capital Trust V and Fifth Third’s guarantee of the trust preferred securities issued by Fifth Third Capital Trust V, and will be effectively subordinated to all liabilities of its subsidiaries. As a result, the Trust Preferred Securities also will be effectively subordinated to the same debt and liabilities. Fifth Third will guarantee the Trust Preferred Securities on a subordinated basis to the extent described in this prospectus supplement.