Summary
PNC Financial Services Group, Inc. (PNC) announced on May 14, 2009, that it has entered into an Equity Distribution Agreement with Morgan Stanley & Co. Incorporated. This agreement allows PNC to issue and sell up to 15,000,000 shares of its common stock through Morgan Stanley as its sales agent. The primary objective of this offering is to bolster PNC's common shareholders' equity within its Tier 1 capital, in compliance with the requirements of the Supervisory Capital Assessment Program initiated by the Board of Governors of the Federal Reserve System. The shares will be sold at prevailing market prices or negotiated prices, and this offering is conducted under an existing registration statement and a prospectus supplement filed concurrently. Investors should note that this action is a proactive measure by PNC to strengthen its capital position in response to regulatory requirements during a challenging economic period. The details of the offering and the agreement are further elaborated in the filed exhibits, including the agreement itself and legal opinions.
Key Highlights
- 1PNC entered into an Equity Distribution Agreement with Morgan Stanley to sell up to 15 million shares of common stock.
- 2The primary purpose of the share issuance is to increase PNC's common shareholders' equity in its Tier 1 capital.
- 3This action is a direct response to the requirements of the Supervisory Capital Assessment Program by the Federal Reserve.
- 4Shares will be sold through Morgan Stanley as a sales agent, either on the NYSE or through other negotiated methods.
- 5Sales will occur at prevailing market prices or at negotiated prices.
- 6The offering is registered under an existing S-3ASR registration statement and a new prospectus supplement filed on May 14, 2009.
- 7The filing includes an opinion on the validity of the common stock and consent from legal counsel.