8-KOther EventsExhibits & Filings

PNC FINANCIAL SERVICES GROUP, INC. 8-K Report, Corporate Update (Nov 9, 2012)

Filed November 9, 2012For Securities:PNC

Summary

PNC Financial Services Group, Inc. (PNC) filed an 8-K on November 9, 2012, primarily detailing a significant senior note offering and the subsequent redemption of preferred stock and related securities. The company entered into an agreement to sell $500.1 million in Senior Notes due November 9, 2022. The funding for these notes will come from the repurchase of $500.1 million aggregate principal amount of PNC's Junior Subordinated Notes due 2043 (formerly National City Corporation notes) from selling securityholders, who are simultaneously purchasing these subordinated notes from a trust. This complex transaction appears to be an exchange and refinancing initiative. Furthermore, PNC announced the redemption of its Non-Cumulative Perpetual Preferred Stock, Series M, and related trust securities, specifically the "Normal APEX" Securities. The redemption of the Series M Preferred Stock, which is scheduled for December 10, 2012, will provide the proceeds to redeem the Normal APEX securities at $1,000 per security, plus accrued distributions. This action signals a move to streamline PNC's capital structure and potentially reduce financing costs.

Key Highlights

  • 1PNC Financial Services Group Inc. issued $500.1 million in Senior Notes due November 9, 2022.
  • 2The Senior Notes were funded through the exchange of $500.1 million in Junior Subordinated Notes due 2043 (formerly National City Corporation notes).
  • 3The transaction involves selling securityholders who are purchasing the new Senior Notes and selling previously held Junior Subordinated Notes back to PNC.
  • 4PNC announced the redemption of its Non-Cumulative Perpetual Preferred Stock, Series M, scheduled for December 10, 2012.
  • 5The redemption price for the Series M Preferred Stock is $100,000 per share.
  • 6PNC's Trust will redeem all outstanding "Normal APEX" Securities (12% Fixed-to-Floating Rate) on December 10, 2012, using proceeds from the Series M Preferred Stock redemption.
  • 7The Normal APEX Securities will be redeemed at $1,000 per security, plus accrued distributions.

Frequently Asked Questions

This 8-K filing primarily announces two key events: the issuance of $500.1 million in Senior Notes due 2022 and the redemption of preferred stock and related securities. It details the mechanics of the Senior Note offering, which involves an exchange of existing subordinated debt, and the upcoming redemption of specific preferred stock and trust securities.

The new Senior Notes due November 9, 2022, are being funded by the aggregate principal amount of $500.1 million of PNC's Junior Subordinated Notes due 2043. Selling securityholders are purchasing the new Senior Notes from PNC by delivering these Junior Subordinated Notes, which they are acquiring from a trust in a remarketing transaction.

PNC is redeeming all of its Non-Cumulative Perpetual Preferred Stock, Series M, on December 10, 2012. Concurrently, the Trust will redeem all of its outstanding 12% Fixed-to-Floating Rate Normal APEX Securities on the same date, December 10, 2012, using the proceeds from PNC's redemption of the Series M Preferred Stock.

The redemption of the Normal APEX securities signifies a deleveraging or restructuring action by PNC. These securities were originally issued by a trust linked to PNC's capital structure. The redemption at a fixed price plus accrued distributions on December 10, 2012, resolves this particular class of securities and simplifies PNC's obligations.