Mergers & Acquisitions

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Deal Overview

Buyer:
Fifth Third Bancorp
Actual Acquirer:
Fifth Third Financial Corporation
Target:
MB Financial, Inc.
Deal Type:
Bank & Thrift Company
Agreement Date:
5/20/2018
Announcement Date:
5/21/2018
Announced Deal Value ($ M):
4,617.35
Status:
Pending
Completion Date:
NA
Announced Deal Value Per Share ($ )
54.20

Consideration Breakout
Cash ($M) 467.7
Common Stock ($M) 4,108.1
Common Stock Issued 127,245,600

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 166.3 NA
Price / Tangible Book (%) 270.7 NA
Price / Earnings (x) 14.8 NA
Price / Deposits (%) 30.84 NA
Price / Assets (%) 22.89 NA
Tangible Book Premium/ Deposits (%) NA NA
Deal Terms
Description of Consideration

Fifth Third Bancorp will pay $5.54 per share in cash and exchange 1.45 shares of its common stock for each of the outstanding share of MB Financial Inc. In addition to this, each share of MB Financial Series C Preferred Stock will be converted into the right to receive one share of a newly created series of preferred stock of Fifth Third Bancorp.

Accounting Method Acquisition
In-State Transaction? No
Merger of Equals? No
Geographic Expansion? In Market
Goodwill Generated ($ 000) 2,800,000
Estimated Cost Savings (%) 45.00
Estimated Cost Savings ($ 000) 255,000
Est. Restructuring Charges ($ 000) 379,747
Maximum Termination Fee ($ 000) 151,215
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 1.450000
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 200,000
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Citigroup Global Markets Inc.
Seller Yes Sandler O'Neill & Partners LP
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Simpson Thacher & Bartlett LLP
Seller Yes Silver Freedman Taff & Tiernan
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