- Key insight: An unnamed bank tried to buy Comerica in September, weeks before the bank's board decided that Fifth Third would be the ideal acquirer, according to a new regulatory filing.
- What's at stake: At nearly $11 billion, the Fifth Third-Comerica deal is the largest of 2025.
- Forward look: Comerica CEO Curtis Farmer will receive $8.75 million per year as Fifth Third's vice chair, after which he will maintain the same compensation in his role as senior advisor.
Once Comerica decided to sell itself to another bank, the Dallas company set its sights on Fifth Third Bancorp as a buyer.
Another bank pitched a deal to Comerica in September, but the $77 billion-asset company's board decided that Fifth Third would be "the optimal merger counterparty," according to a public document filed Wednesday night. The two banks eventually hatched a deal worth nearly $11 billion, the largest bank acquisition announcement so far this year.
The megamerger started with a phone call. Comerica CEO Curt Farmer told Fifth Third CEO Tim Spence on Sept. 18 that his bank was looking to sell, and wondered if Cincinnati-based Fifth Third would consider a deal.
Spence was in Dallas the next day.
That mid-September phone call came just over a week after the two chief executives' previous phone conversation. Farmer had rung Spence to congratulate him on taking over a contract from Comerica, making Fifth Third the financial agent for a U.S. government prepaid debit card program.
The banks worked out negotiations over the next two and a half weeks, executing the agreement on Oct. 5, and announcing the deal the following day.
"I had actually called [Spence] to congratulate him, and literally did not know that I'd be talking to him, you know, in the week or so after that, about the possibility of an acquisition," Farmer told American Banker in an interview when the deal was announced. "We certainly were thinking about a potential acquisition partner or merger partner, but had not reached that conclusion."
The two companies expect the deal, which is subject to regulatory approval and a competitive review U.S. Department of Justice's antitrust division, to close in the first quarter of next year.
When the companies combine, Fifth Third will gain a foothold in high-growth markets like Texas where it had been targeting expansion. Comerica, which had been facing calls from activist investors to sell itself, will land a solution to its funding pressures and balance sheet pain.
The Wednesday night disclosure also included new information about the future of Farmer, who has been Comerica's CEO since the start of 2020.
Farmer will become Fifth Third's vice chair, reporting to Spence, and will earn annual compensation of $8.75 million in that role. He will also receive deferred compensation of $10.63 million, to be paid in a lump sum following his termination of employment with the bank, as part of the change-in-control benefits he would have received.
Fifth Third will also pay Farmer $10 million in cash, half of which is to be paid immediately, and the other half of which is due in one year, according to the Wednesday disclosure.
After serving as vice chair for an undisclosed period of time, Farmer will serve as a senior advisor to Fifth Third, and will receive annual compensation of $8.75 million, plus an executive office, administrative support and travel and expense benefits.
At Comerica, Farmer received total compensation of $8.86 million in 2024, according to the bank's latest proxy filing.
Fifth Third said it currently doesn't have compensation agreements with any Comerica executives besides Farmer, but it has agreed to the continued employment of Peter Sefzik, Comerica's chief banking officer, as its head of wealth and asset management.
