A regulatory filing on Wednesday revealed new details about the formation of the megamerger between Comerica and Fifth Third Bancorp. It also explained the compensation arrangements for Comerica CEO Curtis Farmer, who will become Fifth Third's vice chair.
Once Comerica decided to sell, the Dallas-based company considered Fifth Third Bancorp as a potential buyer. Another bank proposed a deal in September, but Comerica's board deemed Fifth Third “the optimal merger counterparty,” according to a public filing submitted Wednesday night.
The banks finalized a deal valued at almost $11 billion, marking the largest bank acquisition announced this year. The merger negotiations began with a phone call on September 18, when Comerica CEO Curt Farmer informed Fifth Third CEO Tim Spence that Comerica was seeking a buyer and inquired whether Fifth Third would be interested.
Tim Spence traveled to Dallas the following day to advance discussions. This call came shortly after Farmer had congratulated Spence for securing a contract that made Fifth Third the financial agent for a U.S. government prepaid debit card program, previously handled by Comerica.
Over the next two and a half weeks, the banks negotiated the final terms, executed the agreement on October 5, and announced the deal on October 6.
"The $77 billion-asset company's board decided that Fifth Third would be 'the optimal merger counterparty.'"
"Curt Farmer told Tim Spence on Sept. 18 that his bank was looking to sell, and wondered if Cincinnati-based Fifth Third would consider a deal."
Filing updates also include recently disclosed proxy filings from both banks.
As part of the merger, Comerica CEO Curtis Farmer will transition to the role of vice chair at Fifth Third Bancorp.
Author’s summary: The $11 billion merger between Comerica and Fifth Third Bancorp resulted from strategic negotiations initiated by Comerica’s decision to sell, with Fifth Third emerging as the top buyer choice.