• Key insight: A few days after the OCC approved Comerica's blockbuster sale to Fifth Third, the seller made an amended regulatory disclosure that provides more details about how the deal came together.
• What's at stake: The $10.9 billion deal is the largest bank acquisition announced in 2025.
• Forward look: The deal still needs approval from the two banks' shareholders, the Federal Reserve Board and the Texas Department of Banking.

Comerica aimed high in its whirlwind negotiations to be acquired, the Dallas bank said Thursday in a revised regulatory filing, which comes amid a lawsuit pushing for more disclosure about the Dallas bank's proposed merger with Fifth Third Bancorp.

An earlier purchase offer that Comerica turned down, which American Banker had previously reported came from Regions Financial, was at a lower price than Fifth Third's, and would have likely taken longer to execute, according to Comerica's latest disclosure.

In a prior version of the regulatory filing, Comerica had said only that Regions' proposals "were preliminary and were not likely to be more attractive" than other counterparties,' including Fifth Third's.

The latest disclosure comes as a lawsuit filed by activist investor HoldCo Asset Management has compelled Comerica to release more information. HoldCo had pressured Comerica to sell itself before the bank struck its deal with Fifth Third.

In its lawsuit, HoldCo alleges that Comerica is likely withholding information about how its deal with Fifth Third came together, and speculates that the bank could have inked a stronger offer by running its merger process differently.

A key allegation in the firm's suit is that the Fifth Third deal's speedy timeline was driven by Comerica CEO Curt Farmer's "fear" of a proxy battle led by HoldCo over the terms of a merger deal, as well as Farmer's "fear that no other bidder would keep" him employed following a merger.

Comerica's filing on Thursday highlights Comerica's interest in striking a deal quickly after it decided to pursue a transaction, shortly after HoldCo, in July 2025, published a presentation in an effort to force the bank's sale.

The latest version of Comerica's filing specifically mentions HoldCo's July 2025 presentation criticizing the bank and its CEO, Farmer. Comerica disclosed that the report was published the day of the bank's regular quarterly board meeting.

The previous version of the regulatory filing hadn't mentioned HoldCo or its July report. Anonymous sources told American Banker last month that Comerica executives went into a panic following the release of the activist investor's presentation.

Among the other new information in the updated regulatory filing, Comerica offers details about: its talks with "Financial Institution A," which American Banker has learned refers to Regions; and how Comerica's agreement with Fifth Third was negotiated.

After HoldCo sued Comerica in a Delaware court last month, a judge ruled that Comerica needed to provide additional disclosures, including board materials and, eventually, privilege logs, in addition to other communications, and that Comerica executives would have to sit for depositions about the bank's deal with Fifth Third.

Comerica, Fifth Third and Regions declined to comment on Thursday.

HoldCo also declined to comment.

Regions' offer

Six weeks after HoldCo's July report was published, the Comerica board met again, this time with senior management, investment bankers from J.P. Morgan Securities and lawyers from Wachtell Lipton Rosen and Katz to review possible M&A transactions, according to the latest disclosure.

J.P. Morgan Securities reviewed the financial metrics of potential mergers between Comerica and four potential counterparties, including both Fifth Third and the financial institution that American Banker has identified as Regions. Comerica did not disclose the names of the other two institutions.

In its initial filing, Comerica included far less detail, omitting details of negotiations with Regions, as well as the timelines for various internal discussions.

Based on analyses and conversations, the latest disclosure states, Comerica's board authorized the company's senior management to begin looking for a business combination. Farmer initially contacted Regions to assess its interest, based on potential financial benefits from the merger, the bank's ability to possibly make an attractive offer and "its potential ability to execute on a transaction in the nearer term due to the absence of any other competing publicly announced strategic initiatives."

Regions' first offer valued Comerica's common stock at a range between $78 and $82 per share, according to Comerica's disclosure. Regions CEO John Turner said the Birmingham, Alabama-based bank would not participate in an auction process, and that it would potentially be interested in contemplating entering into a transaction in the first quarter of 2026. Farmer said he doubted his board would find the offer attractive.

On Sept. 17, Regions upped its offer, saying that it could potentially enter into an agreement in the fourth quarter of 2025 with a pricing range between $80 and $84 per share, if Comerica could agree to exclusivity.

Comerica's board evaluated the level of due diligence Regions was likely to require and its "readiness" to transact, along with the "heightened leak risk" of Comerica's search for a deal, the disclosure states. Comerica attributed the risk of a leak to public speculation. It also cited concerns about the risk that an extended period of time for reaching a deal could have on its business and on customer and employee retention.

Regions has been one of the M&A holdouts among regional banks, having largely sat out of the race for consolidation that has been part of many companies' strategies.

Comerica didn't agree to exclusivity with Regions, and Regions didn't make another proposal.

Fifth Third swoops in

The Dallas bank soon determined that Fifth Third would be the "optimal merger counterparty" if the Cincinnati bank would make a proposal "which appropriately valued Comerica," according to Comerica's latest disclosure.

Farmer first called Fifth Third CEO Tim Spence on Sept. 18, one day after Regions upped its bid, kicking off a 17-day whirlwind negotiation. The deal ultimately came with no dilution to tangible book value, offered Farmer a major role post-combination and could potentially close as soon as Feb. 2. A source familiar with the matter has told American Banker that Comerica is aiming to close on that date.

Farmer tried to negotiate a sales price at the higher end of Fifth Third's proposed range, which originally valued Comerica at $84 to $87 per share. On Sept. 22, Fifth Third increased its spectrum to $86 to $87 per share, before eventually landing at the low end of the range.

"Mr. Spence communicated to Mr. Farmer, that based on Fifth Third's due diligence, Comerica's projected profitability and the incremental investments required to improve the growth trajectory did not provide the capacity for Fifth Third to increase the consideration level it could offer and achieve sufficient earnings accretion for the combined company," the regulatory filing said.

Though Comerica declined Fifth Third's proposal to talk exclusively, the negotiations continued, including discussions on Oct. 2 and 3 about Farmer's post-close employment as vice chair of the combined entity. The merger agreement was executed on Oct. 5.

The bank hadn't previously detailed when conversations about Farmer's compensation and employment took place. HoldCo alleges that the deal's speed was, at least in part, due to Farmer's employment situation.

Farmer will serve as vice chair, then in an advisory role, at Fifth Third, for up to two years following the close of the deal, with annual compensation of $8.75 million. He will later join the board and receive "ordinary course director compensation," according to Comerica's latest disclosure.

Fifth Third and Comerica have also agreed that Comerica board members Derek Kerr, Barbara Smith and Michael Van de Ven will be appointed to the Fifth Third board when the deal closes, according to Comerica's latest disclosure. Comerica hadn't disclosed which directors would join the Fifth Third board prior to Thursday.

Last week, Spence said at an industry conference that he was "not worried at all" about the HoldCo lawsuit, or about getting the deal past the finish line. Earlier this week, the transaction earned an OK from the Office of the Comptroller of the Currency.

Now, the deal awaits approval from the shareholders of both banks, as well as regulatory green lights from the Federal Reserve Board and Texas Department of Banking. The transaction is also still subject to HoldCo's lawsuit. A hearing in the case has been scheduled for Jan. 2.

HoldCo said earlier this week it will vote no at the Jan. 6 shareholder vote, due to what it called an "unacceptable" negotiation process. The firm said there's "significant upside and limited downside" in voting against the transaction.