PNC Prices $3.0 Billion Common Equity Offering
February 03 2010 - 8:53AM
PR Newswire (US)
Positions PNC to Repay TARP Preferred Shares PITTSBURGH, Feb. 3
/PRNewswire-FirstCall/ -- The PNC Financial Services Group, Inc.
(NYSE:PNC) today announced that it priced a $3.0 billion offering
of 55.6 million shares of its common stock at $54.00 per share. The
underwriters will have a 30-day option to purchase up to an
additional 8.3 million shares of common stock from the company to
cover over-allotments, if any. The closing is expected to occur on
or about February 8, 2010. As previously announced, PNC reached an
agreement with its banking regulators and the U.S. Treasury
permitting it to redeem the $7.6 billion of preferred shares held
by the U.S. Treasury under the Troubled Asset Relief Program (TARP)
Capital Purchase Program. The common stock offering and the
previously announced plan to sell PNC Global Investment Servicing,
Inc. are part of the agreement. Subject to market conditions, PNC
plans to offer senior notes in an aggregate amount of $1.5 billion
to $2.0 billion. The debt offering is intended to provide
additional parent company liquidity in connection with the
redemption of the TARP preferred shares, which will follow the debt
offering and is anticipated to occur during February 2010. Any
offers with respect to the proposed debt offering will be made only
by a separate prospectus. J.P. Morgan Securities Inc. and Morgan
Stanley & Co. Incorporated acted as joint bookrunning managers
for the common stock offering. Copies of the registration statement
and other documents PNC has filed with the Securities and Exchange
Commission (SEC) containing more complete information about PNC and
this offering are available for free by visiting EDGAR on the SEC
Web site at http://www.sec.gov/. Alternatively, copies of the
prospectus may be obtained from J.P. Morgan Securities Inc. toll
free at (866) 803-9204 or Morgan Stanley & Co. Incorporated
toll free at (800) 718-1649. This news release shall not constitute
an offer to sell or a solicitation of an offer to buy any
securities, nor shall there be any sale of these securities in any
state or jurisdiction in which such an offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. The PNC
Financial Services Group, Inc. (http://www.pnc.com/) is one of the
nation's largest diversified financial services organizations
providing retail and business banking; residential mortgage
banking; specialized services for corporations and government
entities, including corporate banking, real estate finance and
asset-based lending; wealth management; asset management and global
fund services. The information contained on the PNC Web site is not
a part of this news release. CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING INFORMATION We make statements in this news
release, and we may from time to time make other statements,
regarding our outlook or expectations for earnings, revenues,
expenses, capital levels, liquidity levels, asset quality and/or
other matters regarding or affecting PNC that are forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act. Forward-looking statements are typically identified by
words such as "believe," "plan," "expect," "anticipate," "intend,"
"outlook," "estimate," "forecast," "will," "project" and other
similar words and expressions. Forward-looking statements are
subject to numerous assumptions, risks and uncertainties, which
change over time. Forward-looking statements speak only as of the
date they are made. We do not assume any duty and do not undertake
to update our forward-looking statements. Actual results or future
events could differ, possibly materially, from those that we
anticipated in our forward-looking statements, and future results
could differ materially from our historical performance. Our
forward-looking statements are subject to the following principal
risks and uncertainties. We provide greater detail regarding some
of these factors in our 2008 Form 10-K and 2009 Form 10Qs,
including in the Risk Factors and Risk Management sections of those
reports, and in our other SEC filings. Our forward-looking
statements may also be subject to other risks and uncertainties,
including those that we may discuss elsewhere in this news release
or in our filings with the SEC, accessible on the SEC's website at
http://www.sec.gov/ and on or through our corporate website at
http://www.pnc.com/secfilings. We have included these web addresses
as inactive textual references only. Information on these websites
is not part of this document. -- Our businesses and financial
results are affected by business and economic conditions, both
generally and specifically in the principal markets in which we
operate. In particular, our businesses and financial results may be
impacted by: -- Changes in interest rates and valuations in the
debt, equity and other financial markets. -- Disruptions in the
liquidity and other functioning of financial markets, including
such disruptions in the markets for real estate and other assets
commonly securing financial products. -- Actions by the Federal
Reserve and other government agencies, including those that impact
money supply and market interest rates. -- Changes in our
customers', suppliers' and other counterparties' performance in
general and their creditworthiness in particular. -- Changes in
levels of unemployment. -- Changes in customer preferences and
behavior, whether as a result of changing business and economic
conditions or other factors. -- A continuation of recent turbulence
in significant portions of the US and global financial markets,
particularly if it worsens, could impact our performance, both
directly by affecting our revenues and the value of our assets and
liabilities and indirectly by affecting our counterparties and the
economy generally. -- Our business and financial performance could
be impacted as the financial industry restructures in the current
environment, both by changes in the creditworthiness and
performance of our counterparties and by changes in the competitive
and regulatory landscape. -- Given current economic and financial
market conditions, our forward-looking financial statements are
subject to the risk that these conditions will be substantially
different than we are currently expecting. These statements are
based on our current expectations that interest rates will remain
low in the first half of 2010 but will move upward in the second
half of the year and our view that the modest economic recovery
that began last year will extend through 2010. -- Legal and
regulatory developments could have an impact on our ability to
operate our businesses or our financial condition or results of
operations or our competitive position or reputation. Reputational
impacts, in turn, could affect matters such as business generation
and retention, our ability to attract and retain management,
liquidity, and funding. These legal and regulatory developments
could include: -- Changes resulting from legislative and regulatory
responses to the current economic and financial industry
environment, including current and future conditions or
restrictions imposed as a result of our participation in the TARP
Capital Purchase Program. -- Other legislative and regulatory
reforms, including broad-based restructuring of financial industry
regulation as well as changes to laws and regulations involving
tax, pension, bankruptcy, consumer protection, and other aspects of
the financial institution industry. -- Increased litigation risk
from recent regulatory and other governmental developments. --
Unfavorable resolution of legal proceedings or other claims and
regulatory and other governmental inquiries. -- The results of the
regulatory examination and supervision process, including our
failure to satisfy the requirements of agreements with governmental
agencies. -- Changes in accounting policies and principles; and --
Changes to regulations governing bank capital, including as a
result of the so-called "Basel 3" initiative. -- If we do not
redeem the Series N Preferred Stock we issued to the US Department
of the Treasury, such securities may limit our ability to return
capital to our shareholders and is dilutive to our common shares.
If we are unable previously to redeem the shares, the dividend rate
increases substantially after five years. -- Our business and
operating results are affected by our ability to identify and
effectively manage risks inherent in our businesses, including,
where appropriate, through the effective use of third-party
insurance, derivatives, and capital management techniques, and by
our ability to meet evolving regulatory capital standards. -- The
adequacy of our intellectual property protection, and the extent of
any costs associated with obtaining rights in intellectual property
claimed by others, can impact our business and operating results.
-- Our ability to anticipate and respond to technological changes
can have an impact on our ability to respond to customer needs and
to meet competitive demands. -- Our ability to implement our
business initiatives and strategies could affect our financial
performance over the next several years. -- Competition can have an
impact on customer acquisition, growth and retention, as well as on
our credit spreads and product pricing, which can affect market
share, deposits and revenues. -- Our business and operating results
can also be affected by widespread natural disasters, terrorist
activities or international hostilities, either as a result of the
impact on the economy and capital and other financial markets
generally or on us or on our customers, suppliers or other
counterparties specifically. -- Also, risks and uncertainties that
could affect the results anticipated in forward-looking statements
or from historical performance relating to our equity interest in
BlackRock, Inc. are discussed in more detail in BlackRock's filings
with the SEC, including in the Risk Factors sections of BlackRock's
reports. BlackRock's SEC filings are accessible on the SEC's
website and on or through BlackRock's website at
http://www.blackrock.com/. This material is referenced for
informational purposes only and should not be deemed to constitute
a part of this document. In addition, our acquisition of National
City Corporation ("National City") on December 31, 2008 presents us
with a number of risks and uncertainties related both to the
acquisition itself and to the integration of the acquired
businesses into PNC. These risks and uncertainties include the
following: -- The anticipated benefits of the transaction,
including anticipated cost savings and strategic gains, may be
significantly harder or take longer to achieve than expected or may
not be achieved in their entirety as a result of unexpected factors
or events. -- Our ability to achieve anticipated results from this
transaction is dependent on the state going forward of the economic
and financial markets, which have been under significant stress
recently. Specifically, we may incur more credit losses from
National City's loan portfolio than expected. Other issues related
to achieving anticipated financial results include the possibility
that deposit attrition or attrition in key client, partner and
other relationships may be greater than expected. -- Legal
proceedings or other claims made and governmental investigations
currently pending against National City, as well as others that may
be filed, made or commenced relating to National City's business
and activities before the acquisition, could adversely impact our
financial results. -- Our ability to achieve anticipated results is
also dependent on our ability to bring National City's systems,
operating models, and controls into conformity with ours and to do
so on our planned time schedule. The integration of National City's
business and operations into PNC, which includes conversion of
National City's different systems and procedures, may take longer
than anticipated or be more costly than anticipated or have
unanticipated adverse results relating to National City's or PNC's
existing businesses. PNC's ability to integrate National City
successfully may be adversely affected by the fact that this
transaction has resulted in PNC entering several markets where PNC
did not previously have any meaningful retail presence. In addition
to the National City transaction, we grow our business from time to
time by acquiring other financial services companies. Acquisitions
in general present us with risks, in addition to those presented by
the nature of the business acquired, similar to some or all of
those described above relating to the National City acquisition.
CONTACTS: MEDIA: ------ Brian E. Goerke (412) 762-4550 INVESTORS:
---------- William H. Callihan (412) 762-8257 DATASOURCE: The PNC
Financial Services Group, Inc. CONTACT: MEDIA: Brian E. Goerke,
+1-412-762-4550, , or INVESTORS: William H. Callihan,
+1-412-762-8257, Web Site: http://www.pnc.com/
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