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.

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