Fifth Third Bank

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Buyer:Fifth Third Bancorp, Cincinnati, OH
Seller:Cumberland Federal Bancorp, Louisville, KY
Transaction SummaryTop
Fifth Third Bancorp acquired Cumberland Federal Bancorp in a stock swap transaction valued at approximately $147 million.. Cumberland Federal Bancorp is the parent of The Cumberland Federal Savings Bank which is headquartered in Louisville, has assets of $1.1 billion, with 43 offices in 12 counties throughout Kentucky and 55 ATM's. The Cumberland will become Fifth Third Bank, Kentucky, headquartered in Louisville. Cumberland Federal common shareholders were to receive $57 of Fifth Third common stock, subject to a collar of no less than 1, and no more than 1.2 Fifth Third common shares for each Cumberland Federal share held. Cumberland Federal granted Fifth Third an option to purchase up to 19.9% of Cumberland Federal's unissued common stock. Cumberland Federal was to be renamed Fifth Third Bank, Kentucky. The transaction was completed on August 26, 1994. Each share of Cumberland Federal was exchanged for 1.10025 shares of Fifth Third, valued at $147 million.
Transaction DataTop
Announcement Date01/11/94
Accounting TypePooling
Consideration TypeCommon Stock
Reason for TransactionEntry into new market
Percent of Target Common Shrs Acquired100
Number of Target CommonShrs Acquired2,412,853
Number of Buyer Common Shrs IssuedN/A
Number of Buyer Preferred Shrs IssuedN/A
Buyer/Target Exchange Ratio(s)
Common Stock:Common Stock1.1002
Common Stock:Preferred StockN/A
Preferred Stock:Common StockN/A
Preferred Stock:Preferred StockN/A
Payment In: (At Announcement Date)
Cash ($000)0
Common Stock ($000)137,533
Debt ($000)0
Convertible Debt ($000)0
Pref Stock ($000)0
Convertible Preferred Stock ($000)0
Other Consider ($000)0
Earnout Consideration Value ($000)N/A
Collar/Cuff?Yes
Collar Cuff Agreement Description:
 CFB common shareholders were to receive $57 of FTB common stock, subject to a collar of no less than 1, and no more than 1.2 FTB common shares for each CFB share held.
Completion Date08/26/94
Transaction StatusCompleted
Transaction Revised?No
Revision DateN/A
Merger of Equals?No
Hostile/Unsolicited?No
Transaction Started as Rumor?No
Termination Fee ($000)N/A
Goodwill Created ($000)69,578.00
Core Deposit Intangibles Created ($000)N/A
Target's Current Year EPS EstimateN/A
Target's Next Year EPS EstimateN/A
Target's Common Stock Options197,565
Average Strike Price of Options ($)10.50
Target's Conv Pref Equity ($000)N/A
Pref Eqty Equiv Convert Cmn ShrsN/A
Target's Convertible Debt ($000)N/A
Conv Debt Equiv Convert Cmn ShrsN/A
Lock-up Agreement?Yes
Number of Shares Under Option479,585
Percent of Outstanding Shares20
Exercise Price per Share ($)47.00
Lock-Up Agreement Description:
Option to acquire up to 19.9% of new shares for $47 each
Cost SavingsTop
N/A
Transaction PricingTop
 At Announcement DateAt Completion Date
Total Purchase Price ($000)146,720147,275
Payment in Common Stock ($000)137,533138,047
Purchase Price Per Share ($)57.0057.21
Price to Equity (x)1.901.90
Price to Tangible Equity Excl MSR(x)1.901.90
Price to LTM Net Inc. (x)N/AN/A
Price/Current Yr Earn Est(x)N/AN/A
Price to Next Yr Earn Est(x)N/AN/A
Price to Assets (%)12.5214.76
Price to Deposits (%)17.2617.77
Premium to Core Deposits(%)8.839.06
Transaction AdvisersTop
Financial Advisers:JP Morgan Securitiesyes
Legal Advisers:Dinsmore & Shohlyes
Financial Advisers:Keefe, Bruyette & Woods, Inc.yes
Financial Advisers:Bradfordno
Legal Advisers:Brown, Todd & Heyburn PLLCyes
Target Performance DataTop
Company:Cumberland Federal Bancorp
Institution TypeS&L
Regulatory ID Number8881320
TickerCMBK
CUSIP23062610
Stock ExchangeNational Market System
Primary SIC Code6035
Street Address200 W Broadway
Phone Number(502) 562-5200
# of Employees463
# of Branches43
NationSoutheast
RegionUnited States
Financial Data SourceRegulatory Filings
Financial DataTop
Prior to AnnouncementPrior to Completion
12/31/9309/30/9312/31/9306/30/94
Total Assets ($000)1,171,6731,137,7351,171,673997,528
Total Deposits ($000)850,155862,585850,155828,809
Total Core Deposits ($000)786,289795,200786,289767,552
Total Equity ($000)77,32576,19977,32577,697
Intangible Assets ($000).00.00.00.00
Tang Eq Capital Excl MSR ($000)77,32576,19977,32577,697
LTM Net Income ($000)N/AN/AN/AN/A
Shares OutstandingN/AN/AN/AN/A
Total Equity/Assets (%)6.606.706.607.79
Tang Eq Inc MSR/Assets (%)6.606.706.607.79
Book Value Per Share ($)N/AN/AN/AN/A
LTM Earnings Per Share ($)N/AN/AN/AN/A
NPA/Total Assets (%)1.171.431.171.37
LLR/NPL (%)176.85128.66176.85229.11
YTD Net Income ($000)10,3158,54710,3154,810
Annualized ROA.89.99.89.90
Annualized ROE13.8115.4013.8112.39
LTM Operating Expense/AAN/AN/AN/AN/A
LTM Noninterest Income/AAN/AN/AN/AN/A
LTM Efficiency Ratio (%)N/AN/AN/AN/A
Data Provided by Thomson Reuters Bank Insight