8-KOther EventsExhibits & Filings

PNC FINANCIAL SERVICES GROUP, INC. 8-K Report, Corporate Update (Feb 8, 2010)

Filed February 8, 2010For Securities:PNC

Summary

PNC Financial Services Group, Inc. (PNC) filed this Current Report on Form 8-K on February 8, 2010, to report on two significant financing events that occurred on February 2nd and February 3rd, 2010, and were completed by February 8th. The company successfully completed a public offering of its common stock, issuing approximately 55.6 million shares and granting underwriters an option for an additional 8.3 million shares. Concurrently, its indirect wholly-owned subsidiary, PNC Funding Corp, completed the public offering and sale of $2 billion in aggregate principal amount of senior notes. These notes are comprised of $1 billion in 3.625% Senior Notes due 2015 and $1 billion in 5.125% Senior Notes due 2020, both unconditionally guaranteed by PNC. These transactions indicate PNC's proactive approach to strengthening its capital position and managing its debt structure during this period. The substantial equity offering would likely enhance its capital ratios, while the issuance of senior notes at fixed rates provides long-term funding. Investors should note that these offerings were registered under a Form S-3ASR, indicating that PNC met the requirements for a well-established reporting company utilizing shelf registration, allowing for efficient capital raising. The details of the underwriting agreements and the forms of the notes and guarantees are provided as exhibits to this filing.

Key Highlights

  • 1PNC Financial Services Group completed a public offering of approximately 55.6 million shares of its common stock.
  • 2An option was granted to underwriters to purchase up to an additional 8.3 million shares of common stock.
  • 3PNC's indirect subsidiary, PNC Funding Corp, issued $1 billion of 3.625% Senior Notes due February 8, 2015.
  • 4PNC's indirect subsidiary, PNC Funding Corp, issued $1 billion of 5.125% Senior Notes due February 8, 2020.
  • 5The Senior Notes issued by PNC Funding Corp are unconditionally guaranteed by PNC Financial Services Group.
  • 6The offerings were conducted under underwriting agreements with J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated.
  • 7The transactions were registered under a Form S-3ASR, indicating prior SEC filings and eligibility for shelf registration.

Frequently Asked Questions

This 8-K filing was made to report on the completion of two significant financing transactions: a public offering of PNC's common stock and a public offering of senior notes by its subsidiary, PNC Funding Corp. These events were designed to raise capital for the company.

PNC completed the sale of approximately 55.6 million shares of common stock. Additionally, its subsidiary issued $1 billion of 3.625% Senior Notes due 2015 and $1 billion of 5.125% Senior Notes due 2020, for a total of $2 billion in debt financing. The full impact of the equity raise would depend on whether the underwriters exercise their option for additional shares.

J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated acted as the representatives for the several underwriters in both the common stock offering and the senior notes offering.

PNC Funding Corp issued two series of Senior Notes: $1 billion of 3.625% Senior Notes due February 8, 2015, and $1 billion of 5.125% Senior Notes due February 8, 2020. These notes are unconditionally guaranteed by PNC Financial Services Group.