8-KMaterial AgreementsOther EventsExhibits & Filings

PNC FINANCIAL SERVICES GROUP, INC. 8-K Report, Material Agreement (Oct 30, 2008)

Filed October 30, 2008For Securities:PNC

Summary

PNC Financial Services Group, Inc. (PNC) filed an 8-K on October 30, 2008, to report a material definitive agreement: a merger with National City Corporation (National City). This significant transaction, approved by both companies' boards, would see National City merge into PNC, with PNC as the surviving entity. The proposed exchange ratio for common stock is 0.0392 shares of PNC for each share of National City. The filing details customary representations and warranties, covenants to conduct business in the ordinary course, and restrictions on National City soliciting alternative merger proposals. Both companies' shareholders will need to approve the merger, which is subject to various regulatory approvals and closing conditions. Additionally, the report discloses an option granted by National City to PNC to purchase up to 19.9% of National City's common shares under specific circumstances at $2.75 per share. The filing also notes an event on October 28, 2008, where Market Street Funding LLC, a conduit supported by PNC, was approved to participate in the Federal Reserve's Commercial Paper Funding Facility (CPFF), with a commitment to purchase up to $5.4 billion of commercial paper.

Key Highlights

  • 1PNC Financial Services Group (PNC) and National City Corporation (National City) entered into a definitive Agreement and Plan of Merger on October 24, 2008.
  • 2The merger will be a stock-for-stock transaction where National City will merge into PNC, with PNC as the surviving corporation.
  • 3The exchange ratio for common stock is set at 0.0392 shares of PNC common stock for each share of National City common stock.
  • 4Both companies' Boards of Directors have approved the merger agreement and will seek shareholder approval.
  • 5National City granted PNC an irrevocable option to purchase up to 19.9% of National City's outstanding common shares at $2.75 per share under certain conditions.
  • 6Market Street Funding LLC, a conduit supported by PNC, was approved to participate in the Federal Reserve's Commercial Paper Funding Facility (CPFF) with a commitment of up to $5.4 billion.
  • 7The merger is subject to customary closing conditions, including regulatory approvals and stockholder approvals from both companies.

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