8-KRegulation FDExhibits & Filings

PNC FINANCIAL SERVICES GROUP, INC. 8-K Report, Regulation FD Disclosure (Nov 16, 2020)

Filed November 16, 2020For Securities:PNC

Summary

PNC Financial Services Group, Inc. (PNC) announced a significant strategic acquisition on November 16, 2020, by entering into a Stock Purchase Agreement to acquire 100% of BBVA USA Bancshares, Inc. for $11.6 billion in cash. This transaction is a substantial move to expand PNC's geographic footprint and customer base within the United States. The acquisition, funded entirely by existing cash, is expected to enhance PNC's market position, particularly in key growth areas. While the core banking operations of BBVA USA are being acquired, PNC will not be acquiring certain other BBVA entities, including BBVA Securities, Inc., Propel Venture Partners Fund I, L.P., and BBVA Processing Services, Inc. The company also held an investor conference call to discuss the details of this transaction, with accompanying presentation slides made available.

Key Highlights

  • 1PNC to acquire 100% of BBVA USA Bancshares, Inc. for $11.6 billion in cash.
  • 2Transaction is funded entirely by PNC's existing cash on hand.
  • 3Acquisition aims to expand PNC's market presence and customer base in the U.S.
  • 4PNC is acquiring the primary U.S. banking subsidiary of BBVA, BBVA USA.
  • 5Certain BBVA entities, including BBVA Securities and Propel Venture Partners, are excluded from the acquisition.
  • 6Announcement made via press release and supported by an investor conference call and presentation slides.

Frequently Asked Questions

The acquisition of BBVA USA is expected to significantly expand PNC's geographic footprint and enhance its market position in key growth regions across the United States, leading to a larger customer base and potential for increased revenue and market share.

PNC is financing the entire $11.6 billion purchase price using its existing cash on hand, indicating a strong liquidity position and avoiding the need for additional debt or equity financing for this specific transaction.

PNC is acquiring 100% of BBVA USA Bancshares, Inc., which operates primarily through its U.S. banking subsidiary, BBVA USA. However, PNC is not acquiring BBVA Securities, Inc., Propel Venture Partners Fund I, L.P., and BBVA Processing Services, Inc.

The acquisition was announced on November 16, 2020, through a press release and a conference call with investors. The press release and presentation slides used during the investor call are attached as exhibits to the 8-K filing.