SEC Division of Corporation Finance no-action letter: Fifth Third Bancorp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE
December 4, 2013
Mr. Frederick Wertheim
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Re: In the Matter of In the Matter of Fifth Third Bancorp (HO-11489) Fifth Third Bancorp – Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act Dear Mr. Wertheim:
This is in response to your letter dated December 3, 2013, written on behalf of Fifth Third Bancorp (Company) and constituting an application for relief from the Company being considered an “ineligible issuer” under Rule 405(1)(vi) of the Securities Act of 1933 (Securities Act). The Company requests relief from being considered an “ineligible issuer” under Rule 405, due to the entry on December 4, 2013, of a Commission Order (Order) pursuant to Section 8A of the Securities Act and Section 21C of the Securities Exchange Act of 1934 naming the Company as respondent. The Order requires that, among other things, the Company cease and desist from committing or causing any violations and any future violations of Section 17(a)(2) and 17(a)(3) of the Securities Act. Based on the facts and representations in your letter, and assuming the Company complies with the Order, the Commission, pursuant to delegated authority has determined that the Company has made a showing of good cause under Rule 405(2) of the Securities Act and that the Company will not be considered an ineligible issuer by reason of the entry of the Order. Accordingly, the relief described above from the Company being an ineligible issuer under Rule 405 of the Securities Act is hereby granted. Any different facts from those represented or non-compliance with the Order might require us to reach a different conclusion. Sincerely, /s/ Mary Kosterlitz Chief, Office of Enforcement Liaison Division of Corporation Finance