Summary
PNC Financial Services Group, Inc. (PNC) has filed an 8-K report detailing the creation and issuance of a new series of preferred stock, the 7.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series X. This action is a direct result of PNC's previously announced merger with FirstBank Holding Company, which was completed through a two-step merger process. As part of the merger's closing, PNC issued 115,200 shares of this new Series X Preferred Stock to former holders of FirstBank's Series B Preferred Stock, effectively replacing their existing holdings. The Series X Preferred Stock carries a fixed-rate reset and is non-cumulative, meaning missed dividend payments do not accrue. It ranks senior to PNC's common stock and junior to any PNC preferred stock that ranks pari passu with Series X, while ranking on parity with other similarly ranked preferred stock. This issuance and the terms of the new preferred stock are important for understanding PNC's capital structure and its obligations to these new preferred shareholders following the completion of the FirstBank acquisition.
Key Highlights
- 1PNC has created and issued a new series of preferred stock: 7.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series X.
- 2This issuance is a direct consequence of the completed merger with FirstBank Holding Company.
- 3115,200 shares of PNC Series X Preferred Stock were issued to former holders of FirstBank's Series B Preferred Stock.
- 4The Series X Preferred Stock is non-cumulative, meaning missed dividends are not paid at a later date.
- 5The new preferred stock ranks senior to PNC common stock and on parity with other similarly ranked preferred stock.
- 6PNC cannot pay dividends on junior securities if preferred dividends are not met.
- 7The filing includes the Statement with Respect to Shares and a press release announcing the merger completion.