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PNC FINANCIAL SERVICES GROUP, INC. 8-K Report, Material Agreement (May 15, 2020)

Filed May 15, 2020For Securities:PNC

Summary

PNC Financial Services Group, Inc. (PNC) has filed an 8-K report detailing significant transactions involving its subsidiary, PNC Bancorp, and BlackRock, Inc. The report discloses the sale of PNC Bancorp's entire substantial holding in BlackRock common stock, excluding a small portion designated for donation. This divestiture was executed through a secondary offering and a simultaneous stock repurchase agreement with BlackRock. The transactions, which closed on May 15, 2020, represent a strategic move by PNC to exit its significant investment in BlackRock. Investors should note the scale of the divestiture and the related agreements, which underscore a completed separation of PNC's interests from BlackRock. The company also issued press releases to communicate these developments, ensuring transparency regarding the material changes to its asset portfolio.

Key Highlights

  • 1PNC Bancorp, a subsidiary of PNC, entered into an Underwriting Agreement to sell 28,753,248 shares of BlackRock common stock.
  • 2The sale included shares issuable from Series B Convertible Preferred Stock and utilized an overallotment option exercised in full.
  • 3Concurrently, PNC Bancorp entered into a Stock Repurchase Agreement with BlackRock to repurchase $1.1 billion of BlackRock's common stock.
  • 4These transactions effectively divest PNC Bancorp's entire holding in BlackRock, reducing its ownership from approximately 22.4%.
  • 5PNC Bancorp is retaining 500,000 shares of BlackRock common stock for donation to the PNC Foundation.
  • 6The Secondary Offering and Stock Repurchase transactions were completed on May 15, 2020.
  • 7PNC issued multiple press releases to announce and confirm the details and completion of these transactions.

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