Core Viewpoint - HoldCo Asset Management expresses dissatisfaction with Comerica's acquisition by Fifth Third Bancorp, labeling the sale as "flawed" and criticizing the lack of an independent, competitive process [2][3]. Group 1: Acquisition Details - Fifth Third Bancorp is set to acquire Comerica in a nearly $11 billion all-stock transaction, aimed at expanding its presence in the Southwest [4]. - The acquisition is part of a trend in regional banking mergers, including PNC Bank's acquisition of FirstBank for $4.1 billion [5]. Group 2: Investor Concerns - HoldCo, initially supportive of the deal, now demands further disclosures regarding the sale process, including the identity of another bidder and details of discussions with "Financial Institution A" [3]. - The report from HoldCo accuses Comerica of not engaging with unsolicited proposals from the competing bidder and failing to disclose a competing bid [3]. Group 3: Strategic Implications - The merger is expected to facilitate technology integration, consolidating core systems and enhancing data analytics and payments infrastructure, which could lower costs and improve operational flexibility [6].

Core Viewpoint - The law firm Wohl & Fruchter LLP is investigating the fairness of the proposed merger between Comerica Incorporated and Fifth Third Bancorp, focusing on the exchange ratio and the sales process leading to the merger [1][3][8] Summary by Sections Merger Details - Comerica stockholders will receive 1.8663 shares of Fifth Third stock for each Comerica share, implying a sale price of $82.88 per share based on Fifth Third's closing price on October 3, 2025 [2][5] - The stock price of Fifth Third has declined since the merger announcement, reducing the value of the consideration for Comerica stockholders [2][6] Allegations and Concerns - HoldCo Asset Management has alleged that the sales process was flawed, lacking an independent and competitive process, and suggested that Comerica favored Fifth Third as a bidder [3][7] - HoldCo's 65-page presentation claims that Comerica did not conduct an open process to maximize shareholder value [3][7] Investigation Focus - The investigation by Wohl & Fruchter LLP aims to determine if the Comerica Board acted in the best interests of shareholders, including the fairness of the exchange ratio and the completeness of information disclosed regarding the transaction [8]

Core Viewpoint - HoldCo Asset Management is urging Comerica to provide more transparency regarding its planned sale to Fifth Third Bancorp, labeling the sales process as "flawed" [3] Group 1: Company Actions - HoldCo Asset Management has been advocating for Comerica to pursue a sale earlier this year [3] - The request for additional details indicates concerns over the adequacy of the sales process [3] Group 2: Market Reactions - The criticism from HoldCo may impact investor confidence in Comerica's strategic decisions [3]

Core Insights - HoldCo Asset Management, LP has released a presentation titled "Look What You've Done" to the Independent Directors of Comerica Inc., highlighting its ownership of common stock in Comerica and its economic interest in the price of these securities [1]. Company Overview - HoldCo Asset Management, LP is based in Fort Lauderdale, Florida, and manages approximately $2.6 billion in regulatory assets [2]. Investment Position - As of the publication date, HoldCo has a long position in Comerica Inc. through its ownership of common stock, indicating a vested interest in the company's performance [2].

HoldCo is demanding that Comerica release additional details on its deal to be acquired by Fifth Third, calling the sale process “flawed” ahead of a shareholder vote https://t.co/Xn3bbVEuWh ...

Core Viewpoint - Fifth Third Bancorp's acquisition of Comerica for $10.9 billion marks a significant shift in the regional banking landscape, driven by favorable conditions for bank mergers and acquisitions under the Trump administration [1][8]. Group 1: Acquisition Details - The acquisition will create the ninth-largest bank in the U.S., with total assets of $288 billion [2]. - Fifth Third will gain the No. 1 retail-deposit franchise in Michigan and expand its presence in rapidly growing markets like Texas [2]. - Post-acquisition, the combined bank will have over two-thirds of its loan portfolio in commercial real estate and commercial and industrial loans, along with strong fee-based businesses in commercial payments and asset management [3]. Group 2: Financial Implications - Fifth Third asserts that the acquisition will not dilute its tangible book value or net worth, which is a positive indicator for investors [6][8]. - The bank plans to reduce approximately 35% of Comerica's expenses, a common strategy in bank acquisitions [6]. - The deal is projected to be 9% accretive to earnings by 2027 and yield a 22% internal rate of return, assuming no revenue synergies [6]. Group 3: Management Expectations - Management anticipates that the acquisition will enhance Fifth Third's return profile, increasing return on assets to between 1.3% and 1.4%, and return on tangible common equity (ROTCE) to 19% or higher [7].

Core Insights - Comerica has decided to merge with Fifth Third Bancorp, marking a significant move in the banking sector with a deal valued at nearly $11 billion, the largest bank acquisition announcement of the year [1][9] - The merger was initiated by a phone call from Comerica CEO Curt Farmer to Fifth Third CEO Tim Spence on September 18, 2023, indicating Comerica's interest in selling [2][3] - The deal is expected to close in the first quarter of next year, pending regulatory approval and a review by the U.S. Department of Justice's antitrust division [4] Company Details - Fifth Third Bancorp aims to expand its presence in high-growth markets like Texas through this acquisition, while Comerica seeks to address funding pressures and balance sheet challenges [5] - Comerica's CEO, Curt Farmer, will transition to the role of vice chair at Fifth Third, with an annual compensation of $8.75 million and deferred compensation of $10.63 million [6][7] - Fifth Third has agreed to retain Peter Sefzik, Comerica's chief banking officer, as its head of wealth and asset management, although no other compensation agreements have been established with Comerica executives [8]

Core Points - Comerica Incorporated declared a quarterly cash dividend of $0.71 per share for common stock, payable on January 1, 2026, to shareholders of record by December 15, 2025 [1] - The Board also declared a cash dividend of $26.74 per share on the Series B Non-Cumulative Perpetual Preferred Stock, payable on January 1, 2026, for the initial dividend period from August 11, 2025, to January 1, 2026 [2] - Comerica is a financial services company headquartered in Dallas, Texas, with total assets of $77.4 billion as of September 30, 2025, and operates in 15 states, including major metropolitan areas [3] Company Overview - Comerica is one of the 25 largest commercial U.S. financial holding companies, focusing on building relationships and supporting the success of individuals and businesses [3] - The company is strategically aligned into three business segments: The Commercial Bank, The Retail Bank, and Wealth Management [3] - Comerica continues to expand into new regions, including the Southeast Market in North Carolina and the Mountain West Market in Colorado [3]

Core Viewpoint - The proposed sale of Comerica Incorporated to Fifth Third Bancorp is under investigation to assess whether the transaction adequately values Comerica and the process leading to this valuation is appropriate [1]. Summary by Relevant Sections - **Transaction Details** - Shareholders of Comerica will receive 1.8663 shares of Fifth Third for each share of Comerica they own [1]. - **Legal Investigation** - Kahn Swick & Foti, LLC, led by former Louisiana Attorney General Charles C. Foti, Jr., is investigating the proposed sale to determine if the consideration is sufficient or if it undervalues Comerica [1][2].

Financial Performance - Net income for Q3 2025 was $176 million, a decrease of $23 million from $199 million in Q2 2025, primarily due to increased noninterest expenses and decreased noninterest income [170]. - Diluted earnings per share for Q3 2025 were $1.35, down from $1.42 in Q2 2025, reflecting a decrease of $0.07 per share [170]. - Net income for the nine months ended September 30, 2025, increased by $19 million to $547 million compared to the same period in 2024, with diluted earnings per share rising to $4.01 [189]. - Net income for the Corporation was $547 million for the period ending September 30, 2025 [225]. Income and Expenses - Net interest income for Q3 2025 was $574 million, slightly down from $575 million in Q2 2025 [170]. - Noninterest income decreased by $10 million to $264 million for the three months ended September 30, 2025, primarily due to declines in fiduciary income and capital markets income [184]. - Noninterest expenses increased to $589 million in Q3 2025 from $561 million in Q2 2025 [170]. - Total noninterest expenses increased by $14 million to $1,734 million for the nine months ended September 30, 2025, driven by higher salaries and benefits expenses [201]. Loans and Credit Losses - Provision for credit losses decreased to $22 million in Q3 2025 from $44 million in Q2 2025 [170]. - Net loan charge-offs increased to $32 million, or 25 basis points as a percentage of average loans, for the three months ended September 30, 2025, up from $28 million, or 22 basis points, in the previous quarter [180]. - Provision for credit losses increased by $58 million to $86 million for the nine months ended September 30, 2025, reflecting economic uncertainty and changes in portfolio composition [196]. - The allowance for credit losses decreased by $10 million to $725 million at September 30, 2025, reflecting a slightly improved economic forecast [179]. Assets and Liabilities - The Corporation's total assets reached $78.276 billion in Q3 2025, up from $77.543 billion in Q2 2025 [172]. - Total assets decreased by $1.9 billion to $77.4 billion at September 30, 2025, compared to $79.3 billion at December 31, 2024 [217]. - Total liabilities decreased by $2.8 billion to $69.9 billion at September 30, 2025, compared to $72.8 billion at December 31, 2024 [218]. Business Segments - The Corporation has strategically aligned its operations into three major business segments: Commercial Bank, Retail Bank, and Wealth Management, focusing on differentiated customer types and related products [203]. - Commercial Bank's net income for the nine months ended September 30, 2025, was $716 million, a decrease of $108 million (13%) from the same period in 2024 [209]. - Retail Bank's net income increased by $109 million (89%) to $232 million for the nine months ended September 30, 2025, driven by a $130 million (21%) increase in net interest income [210]. - Wealth Management's net income was $62 million for the nine months ended September 30, 2025, reflecting a slight increase of $1 million (3%) compared to the previous year [211]. Capital and Equity - The Corporation's estimated Common Equity Tier 1 (CET1) capital ratio was 11.90%, stable from 11.89% at December 31, 2024 [231]. - Common equity tier 1 capital as of September 30, 2025, is $8,657 million, slightly down from $8,667 million on December 31, 2024 [341]. - Total shareholders' equity rose to $7,429 million, up from $6,543 million [341]. - The common equity ratio improved to 9.09% from 7.75% [341]. Liquidity and Funding - The Corporation has $42.981 billion in available liquidity as of September 30, 2025, including $3.914 billion in cash on deposit with the FRB and $11.594 billion in unencumbered investment securities [325]. - The Corporation had liquid assets of $1.4 billion on an unconsolidated basis at September 30, 2025, ensuring sufficient liquidity to meet expected obligations [298]. - Total uninsured deposits amounted to $34.857 billion (56%) as of September 30, 2025, up from $33.387 billion (52%) at December 31, 2024 [331]. Market and Economic Conditions - The economic forecast predicts real GDP growth to increase to 2.3% in the first quarter of 2027 [246]. - The economic value of equity is expected to decrease by $302 million (2%) if interest rates rise by 100 basis points as of September 30, 2025 [314]. - The sensitivity of the economic value of equity to interest rate changes decreased from December 31, 2024, primarily due to a declining notional amount of cash flow swaps [314]. Legal and Regulatory Matters - The corporation does not expect the provisions of H.R. 1, The One Big Beautiful Bill Act, to have a material impact on its financial statements [188]. - The company is involved in legal proceedings as noted in "Part I. Item 1. Note 14 – Contingent Liabilities" [343].