PITTSBURGH, May 11, 2020 /PRNewswire/ -- The PNC Financial
Services Group, Inc. (NYSE:PNC) today announced its intent to sell
its investment in BlackRock, Inc. (NYSE:BLK) through a registered
offering and related buyback by BlackRock.
A preliminary prospectus supplement relating to the offering of
BlackRock shares will be filed by BlackRock with the U.S.
Securities and Exchange Commission. PNC currently holds 34.8
million common and Series B preferred shares of BlackRock,
representing 22.4% ownership.
In connection with the offering, the underwriters will have an
option to purchase up to an additional amount of BlackRock shares,
exercisable within 30 days following the pricing of the
offering. In addition, BlackRock has agreed to repurchase
$1.1 billion of its stock from PNC
conditional on completion of the offering. If the offering
and repurchase are completed and the underwriters fully exercise
their option to purchase additional shares, the offering and
repurchase will together result in the sale of PNC's entire holding
in BlackRock, excluding 500,000 BlackRock shares that PNC is
retaining for a donation to the PNC Foundation by the end of the
second quarter of 2020.
PNC originally purchased BlackRock in 1995 and the two companies
have had a mutually beneficial relationship for more than 25
years.
"BlackRock's long track record of strong performance and growth
has created significant value since PNC acquired our stake in the
company. As good stewards of shareholder capital, we have
consistently reviewed options to unlock the value of our
investment," said PNC Chairman, President and Chief Executive
Officer William S. Demchak.
"We feel the time is now right to do just that, realizing a
substantial return on our investment, significantly enhancing our
already strong balance sheet and liquidity, and leaving PNC very
well-positioned to take advantage of potential investment
opportunities that history has shown can arise in disrupted
markets."
In addition to the direct economic benefit of the sale, Demchak
said the divestiture of PNC's stake in BlackRock will eliminate any
regulatory obligations associated with the ownership of a large
position in another diversified financial services company.
The transaction has been approved by PNC's Board of
Directors.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the securities described herein,
nor shall there be any offer or sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
The shares are being offered pursuant to an automatically
effective shelf registration statement (including a base
prospectus) that has been filed by BlackRock with the U.S.
Securities and Exchange Commission (the "SEC"). A
preliminary prospectus supplement relating to and describing the
terms of the offering will be filed by BlackRock with the SEC
and will be available on the SEC website
at www.sec.gov.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, Section 21E of the Securities Exchange Act of
1934, as amended, and the U.S. Private Securities Litigation Reform
Act of 1995. Any statements about our expectations, beliefs, plans,
predictions, forecasts, objectives, assumptions or future events or
performance are not historical facts and may be forward-looking.
Forward-looking statements are typically identified by words such
as "believe," "plan," "expect," "anticipate," "see," "look,"
"intend," "outlook," "project," "forecast," "estimate," "goal,"
"will," "should" and other similar words and expressions and
include, but are not limited to, statements regarding the outlook
for our future business and financial performance. All
forward-looking statements are necessarily only estimates of future
results, and actual results may differ materially from
expectations. You are, therefore, cautioned not to place undue
reliance on such statements. Further, any forward-looking statement
speaks only as of the date on which it is made and we undertake no
obligation to update or revise any forward-looking statement to
reflect events or circumstances after the date on which the
statement is made or to reflect the occurrence of unanticipated
events. We have based these forward-looking statements on our
current expectations and projections about future events and
financial trends that we believe may affect our financial
condition, operating results, business strategy and financial
needs. There are important factors that could cause our actual
results, level of activity, performance or achievements to differ
materially from the results, level of activity, performance or
achievements expressed or implied by the forward-looking
statements, including, but not limited to, risks and uncertainties
associated with market conditions and the satisfaction of customary
closing conditions related to the proposed public offering, as well
as the risks described in our Annual Report on Form 10-K for the
year ended December 31, 2019, our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and in subsequent reports and
registration statements filed from time to time with
the SEC. For more information regarding risks and
uncertainties relating to BlackRock, you should review the risks
described in the prospectus supplement and the accompanying
prospectus relating to the offering and those incorporated by
reference therein, including those risks described in BlackRock's
Annual Report on Form 10-K for the year ended December 31,
2019, BlackRock's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2020 and in
subsequent reports and registration statements filed from time to
time with the SEC.
CONTACTS:
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:
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MEDIA:
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INVESTORS
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Marcey
Zwiebel
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Bryan
Gill
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(412)
762-4550
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(412)
768-4143
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media.relations@pnc.com
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investor.relations@pnc.com
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SOURCE The PNC Financial Services Group, Inc.