Fifth Third-Comerica deal gets green light from OCC

Core Viewpoint - Fifth Third Bancorp has received regulatory approval from the Office of the Comptroller of the Currency (OCC) for its acquisition of Comerica, marking a significant step in the merger process [1][2][9]. Regulatory Approval - The OCC's approval was granted approximately two months after Fifth Third filed its merger application, indicating a trend of expedited deal approvals in 2025 [2][6]. - The OCC's endorsement is contingent on the information available at the time and may be modified if there are material changes before the deal closes [2][3]. Next Steps in the Merger Process - Fifth Third and Comerica still require approvals from the Federal Reserve Board, the Texas Department of Banking, and their respective shareholders to finalize the deal [3][5]. - Shareholder votes are scheduled for January 6, with the earliest potential closing date being February 2, contingent on timely approvals [4][6]. Deal Significance - The $10.9 billion transaction is the largest bank merger announced in 2025 and was completed in a notably short timeframe of 17 days [6][9]. - Analysts view the merger positively, as it would enhance Fifth Third's commercial presence in growth markets like Texas and address Comerica's challenges in retail banking [10]. Opposition and Legal Challenges - The merger faces opposition from HoldCo Asset Management, which is contesting the deal in court and seeking to delay the transaction while demanding more transparency regarding the merger process [7][8][11]. - An anonymous group, the Comerica 175 Coalition, has also expressed opposition by requesting a public hearing and urging the Federal Reserve to delay shareholder votes [11]. Legal Responses - Fifth Third's legal counsel has responded to the anonymous group's requests, arguing that their claims lack merit and should be rejected [12].