Fifth Third Bancorp · NASDAQ:FITB
Fifth Third Bancorp — Merger or Acquisition (March 2009)
10 slides from Fifth Third Bancorp's merger presentation, Mar 30, 2009
Slide 1: Fifth Third / Advent Processing Transaction
Exhibit 99.2 Fifth Third / Advent Processing Transaction Supplemental Information March 30, 2009 Fifth Third Bank | All Rights Reserved
Slide 2: Joint venture valuation
Joint venture valuation Key transaction attributes Enterprise value components • $2.35 billion enterprise value made up of $1.1 billion of equity value* and $1.25 billion senior secured note Enterprise Value $2.35* billion – Equity valuation of $1.1 billion* – $561 million cash payment related to Ad
Slide 3: Formation of Fifth Third Processing Solutions, LLC
Formation of Fifth Third Processing Solutions, LLC Pre-transaction structure Creation of Processing Business LLC Fifth Third Fifth Third Bancorp Bancorp Fifth Third Bank Fifth Third Bank (OH) (OH) Fifth Third processing Credit card business business Fifth Third processing and Fifth Third credit card
Slide 4: Transaction structure
Transaction structure Capitalization of Fifth Third Processing Solutions, LLC Transaction Fifth Third Fifth Third Advent Advent Bancorp Bancorp $561MM cash Fifth Third Bank Fifth Third Bank 51% Ownership (OH) (OH) $1.25B note payable 49% to Fifth Third Ownership subsidiary Fifth Third Processing Sol
Slide 5: Selected comparable companies
Selected comparable companies 2008 EBITDA Net revenue Payment processing and bank outsourcing comparable companies Mean 6.8x 1.8x Median 7.1x 1.8x Fifth Third processing business transaction 8.2x 3.3x • Transaction multiples represent a premium to current market multiples • Retention of 49% ownershi
Slide 6: Estimated impact of transaction - capital
Estimated impact of transaction - capital Estimates 12/31/08 (1) Capital (2) Pro forma Capital Ratios (1) (2) TCE / TA 4.23% 94 bps 5.17% TE / TA 7.86% 90 bps 8.76% Tier 1 risk-based 10.59% 90 bps 11.49% Tier 1 leverage 10.27% 88 bps 11.15% Total RBC 14.78% 85 bps 15.63% Components of estimated gain
Slide 7: Estimated impact of transaction - earnings
Estimated impact of transaction - earnings Historical 2008 ($ in millions) (1) Net income of processing business ($162) After-tax pro forma adjustments Income from 49% retained interest in LLC $43 (2) Amortization of embedded basis difference (57) (3) Interest income on note to Fifth Third 75 (4) Ea
Slide 8: Reconciliation to segment reporting
Reconciliation to segment reporting Segment Pro forma results 2008 processing Processing Retained (1) 10-K Adjustments business LLC (2) businesses (3) Total Noninterest Income 842,722 (18,994) 823,728 693,728 130,000 Total Operating Expenses 553,622 (26,407) 527,215 432,252 94,963 Income from Operat
Slide 9: Advent – Significant financial services experience
Advent – Significant financial services experience One of the world’s leading global buyout firms • Since inception in 1984, Advent has raised $24 billion (€18 billion) in private equity capital and, through its buyout programs, has completed more than 250 transactions valued at over $40 billion (€2
Slide 10: Cautionary statement
Cautionary statement This report may contain forward-looking statements about Fifth Third Bancorp and/or the LLC within the meaning of Sections 27A of the Securities Act of 1933, as amended,and Rule 175 promulgated thereunder, and 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6
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