8-KShareholder MattersCorporate ChangesExhibits & Filings

PNC FINANCIAL SERVICES GROUP, INC. 8-K Report, Rights Modification (May 16, 2008)

Filed May 16, 2008For Securities:PNC

Summary

PNC Financial Services Group, Inc. (PNC) filed an 8-K on May 16, 2008, to report the authorization and upcoming sale of its Series K Preferred Stock. This filing details the terms of 500,000 depositary shares, each representing a 1/10th interest in a share of Series K Preferred Stock, with an aggregate offering price of $500 million. The proceeds are intended for general corporate purposes. This issuance represents a significant capital raise for PNC and provides a new class of preferred stock with specific dividend and liquidation rights.

Key Highlights

  • 1PNC is issuing $500 million of Series K Preferred Stock, offered through 500,000 depositary shares.
  • 2The Series K Preferred Stock features a fixed dividend rate of 8.25% for the first five years (through May 21, 2013), after which it converts to a floating rate (3-month LIBOR + 4.22%).
  • 3Dividends are non-cumulative, meaning they are only paid if declared by the Board of Directors and do not accrue if missed.
  • 4The preferred stock has no maturity date and is not redeemable before May 21, 2013, with the company needing Federal Reserve approval for any redemption thereafter.
  • 5It ranks senior to common stock, equally with other existing preferred stock series, and junior to creditors and any senior securities.
  • 6The stock carries limited voting rights, primarily related to authorizing senior stock, changes to its own terms, or significant dividend non-payments.
  • 7Net proceeds from the offering are expected to be $492.5 million after underwriting commissions.

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