Supplemental Confirmation dated December 15, 2017, to Master Confirmation, dated July 29, 2015, for accelerated share repurchase transaction between Fifth Third Bancorp and Morgan Stanley & Co. LLC
Exhibit 10.65
A MARK OF [**] IN THE TEXT OF THIS EXHIBIT INDICATES THAT CONFIDENTIAL MATERIAL HAS BEEN OMITTED. THIS EXHIBIT, INCLUDING THE OMITTED PORTIONS, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
SUPPLEMENTAL CONFIRMATION
| To: | Fifth Third Bancorp Fifth Third Center Cincinnati, Ohio 45263 | |
| From: | Morgan Stanley & Co. LLC | |
| Subject: | Accelerated Stock Buyback | |
| Date: | December 15, 2017 | |
The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between Morgan Stanley & Co. LLC(“MSCO”) and Fifth Third Bancorp (“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. This Supplemental Confirmation is a binding contract between MSCOand Counterparty as of the relevant Trade Date for the Transaction referenced below.
1. This Supplemental Confirmation supplements, forms part of, and is subject to the Master Confirmation dated as of July 29, 2015 (the “Master Confirmation”) between the Contracting Parties, as amended and supplemented from time to time. All provisions contained in the Master Confirmation govern this Supplemental Confirmation except as expressly modified below.
2. The terms of the Transaction to which this Supplemental Confirmation relates are as follows:
| Trade Date: | December 15, 2017 | |
| Forward Price Adjustment Amount: | [**]* | |
| Calculation Period Start Date: | December 18, 2017 | |
| Scheduled Termination Date: | March 15, 2018 | |
| First Acceleration Date: | [**]* | |
| Prepayment Amount: | $273,000,000 | |
| Prepayment Date: | December 19, 2017 | |
| Initial Shares: | 7,727,273 Shares; provided that if, in connection with the Transaction, MSCO is unable to borrow or otherwise acquire a number of Shares equal to the Initial Shares for delivery to Counterparty on the Initial Share Delivery Date, the Initial Shares delivered on the Initial Share Delivery Date shall be reduced to such number of Shares that MSCO is able to so borrow or otherwise acquire, and MSCO shall use reasonable good faith efforts to borrow or otherwise acquire a number of Shares equal to the shortfall in the Initial Share Delivery and to deliver such additional Shares as soon as reasonably practicable. The aggregate of all Shares delivered to Counterparty in respect | |
* CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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| of the Transaction pursuant to this paragraph shall be the “Initial Shares” for purposes of “Number of Shares to be Delivered” in the Master Confirmation. | ||
| Initial Share Delivery Date: | December 19, 2017 | |
| Ordinary Dividend Amount: | [**]* | |
| Scheduled Ex-Dividend Dates: | December 28, 2017 | |
| Termination Price: | [**]* | |
| Additional Relevant Days: | The 5th Exchange Business Days immediately following the Calculation Period. | |
3. Counterparty represents and warrants to MSCO that neither it nor any “affiliated purchaser” (as defined in Rule 10b-18 under the Exchange Act) has made any purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act during either (i) the four full calendar weeks immediately preceding the Trade Date or (ii) during the calendar week in which the Trade Date occurs.
4. This Supplemental Confirmation may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Supplemental Confirmation by signing and delivering one or more counterparts.
[Remainder of Page Intentionally Blank]
* CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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Counterparty hereby agrees (a) to check this Supplemental Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by MSCO) correctly sets forth the terms of the agreement between MSCO and Counterparty with respect to any particular Transaction to which this Master Confirmation relates, by manually signing this Master Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to MSCO Bank Securities Inc., Facsimile No ###-###-####
| Yours faithfully, |
| MORGAN STANLEY & CO. LLC |
| By: /s/ DARREN MCCARLEY |
| Name: Darren McCarley |
| Title: Managing Director |
| Agreed and Accepted By: | ||
| FIFTH THIRD BANCORP | ||
| By: | /s/ JAMES C. LEONARD | |
| Name: James C. Leonard | ||
| Title: Treasurer | ||
[Signature Page to Supplemental Confirmation]
