8-KShareholder MattersCorporate ChangesOther Events+1

PNC FINANCIAL SERVICES GROUP, INC. 8-K Report, Rights Modification (Sep 21, 2012)

Filed September 21, 2012For Securities:PNC

Summary

PNC Financial Services Group, Inc. (PNC) filed an 8-K on September 21, 2012, to report the establishment and closing of a public offering for its new Series Q Preferred Stock. This offering involved 18,000,000 depositary shares, each representing a 1/4,000th interest in a share of the 5.375% Non-Cumulative Perpetual Preferred Stock. The company also secured an option for underwriters to purchase an additional 2,700,000 depositary shares to cover potential over-allotments. This new preferred stock ranks senior to PNC's common stock and equally with certain other existing preferred stock series. It carries a fixed dividend rate of 5.375% per annum, payable quarterly when declared, but these dividends are non-cumulative. The preferred stock has a liquidation preference of $100,000 per share and is redeemable starting December 1, 2017, or under specific regulatory capital treatment event conditions. This issuance strengthens PNC's capital structure, providing flexibility for future operations and strategic initiatives.

Key Highlights

  • 1PNC Financial Services Group, Inc. has successfully closed a public offering of 18,000,000 depositary shares, representing 5.375% Non-Cumulative Perpetual Preferred Stock, Series Q.
  • 2An option for underwriters to purchase up to an additional 2,700,000 depositary shares for over-allotments was also granted.
  • 3The Series Q Preferred Stock has a fixed annual dividend rate of 5.375%, payable quarterly when declared, but is non-cumulative.
  • 4This new preferred stock ranks senior to PNC's common stock and equally with certain other outstanding preferred stock series.
  • 5The Series Q Preferred Stock has a liquidation preference of $100,000 per share and is perpetual, with no maturity date.
  • 6Redemption of the Series Q Preferred Stock is possible starting December 1, 2017, or upon a regulatory capital treatment event.
  • 7The filing details the establishment of the Series Q Preferred Stock's rights and preferences with the Commonwealth of Pennsylvania.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report the establishment and closing of a public offering for PNC's newly issued 5.375% Non-Cumulative Perpetual Preferred Stock, Series Q. This involves detailing the terms of the stock and the transaction.

The Series Q Preferred Stock offers a 5.375% annual dividend rate, which is non-cumulative and payable quarterly when declared. It has a liquidation preference of $100,000 per share and is considered perpetual, meaning it has no maturity date unless redeemed by PNC.

The Series Q Preferred Stock ranks senior to PNC's common stock and equally with its Series B, K, L, O, and P Preferred Stock, as well as any future preferred stock of equal rank. This means it has a higher claim on assets and earnings than common stock but is subordinate to any senior securities.

PNC can redeem the Series Q Preferred Stock in whole or in part on any dividend payment date on or after December 1, 2017. Additionally, it can be redeemed in whole at any time within 90 days following a regulatory capital treatment event.