What are the key financial terms of the Series R Preferred Stock?

The Series R Preferred Stock has a fixed dividend rate of 4.850% per annum for the period up to June 1, 2023, after which it converts to a floating rate of three-month LIBOR plus 3.04% per annum. It has a liquidation preference of $100,000 per share and is non-cumulative, meaning missed dividends are not paid later.

How does the Series R Preferred Stock rank compared to other PNC securities?

The Series R Preferred Stock ranks senior to PNC's common stock. It ranks equally with other outstanding series of preferred stock, including Series B, K, O, P, and Q, and any other future preferred stock issued on a parity basis, except for any senior securities that might be issued with the consent of the Series R Preferred Stockholders.

When can PNC redeem the Series R Preferred Stock?

PNC can redeem the Series R Preferred Stock in whole or in part on any dividend payment date on or after June 1, 2023, at a price of $100,000 per share plus any declared and unpaid dividends. Additionally, it can be redeemed in whole (but not in part) at any time within 90 days following a regulatory capital treatment event, at a similar price.

PNC 8-K: Shareholder Matters & Corporate Changes

Q: What is the primary purpose of this 8-K filing?

This 8-K filing announces the establishment and subsequent closing of a public offering for PNC's new Series R Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock. It details the terms of this new preferred stock and the details of the offering.

Summary

PNC Financial Services Group, Inc. (PNC) filed an 8-K on May 7, 2013, to report the establishment and subsequent closing of a public offering for its new Series R Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock. This new series of preferred stock is structured to be senior to common stock and rank equally with other existing preferred stock, providing a specific dividend structure and liquidation preference. The offering involved 500,000 depositary shares, each representing a 1/100th interest in a share of the Series R Preferred Stock. The stock features a fixed dividend rate of 4.850% annually for the first ten years (until June 1, 2023), transitioning to a floating rate of three-month LIBOR plus 3.04% thereafter. This issuance is a strategic move by PNC to enhance its capital structure, likely in response to regulatory requirements or to fund growth initiatives.

Key Highlights

1PNC established a new series of preferred stock: Series R Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock.
2The company filed a Statement with Respect to Shares on May 3, 2013, outlining the terms of the Series R Preferred Stock.
3PNC successfully closed a public offering of 500,000 depositary shares, each representing a 1/100th interest in the Series R Preferred Stock, on May 7, 2013.
4The Series R Preferred Stock has a liquidation preference of $100,000 per share, with dividends being non-cumulative.
5Dividends are fixed at 4.850% annually until June 1, 2023, then transition to a floating rate (3-month LIBOR + 3.04%).
6The Series R Preferred Stock ranks senior to common stock and pari passu with other specified series of preferred stock.
7The Series R Preferred Stock has no maturity date and is redeemable under specific conditions, including after June 1, 2023, or following a regulatory capital treatment event.

PNC FINANCIAL SERVICES GROUP, INC. 8-K Report, Rights Modification (May 7, 2013)

Summary

Key Highlights

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