The PNC Financial Services Group Inc.
07/23/2024 | Press release | Distributed by Public on 07/23/2024 14:11
Material Event Form 8 K
Item 8.01 Other Events.
On July 23, 2024, The PNC Financial Services Group, Inc. (the "Corporation") completed the public offer and sale of (a) $1,000,000,000 aggregate principal amount of its 5.102% Fixed Rate/Floating Rate Senior Notes due July 23, 2027, and (b) $1,500,000,000 aggregate principal amount of its 5.401% Fixed Rate/Floating Rate Senior Notes due July 23, 2035 (collectively, the "Notes"). The Notes were sold pursuant to an Underwriting Agreement dated July 18, 2024 (the "Underwriting Agreement") entered into by the Corporation, PNC Capital Markets LLC, Barclays Capital Inc. and BofA Securities, Inc. The Underwriting Agreement is attached to this Current Report on Form 8-K as Exhibit 1.1 and is incorporated into this Item 8.01 by reference.
The Notes were issued under an Indenture, dated as of September 6, 2012 (the "Base Indenture"), as amended and supplemented by a First Supplemental Indenture, dated as of April 23, 2021 (the "Supplemental Indenture" and together with the Base Indenture, the "Indenture"), between the Corporation and The Bank of New York Mellon, as trustee.
The underwritten offering described in this Current Report on Form 8-K is more fully described in the prospectus supplement, dated July 18, 2024, and filed with the Securities and Exchange Commission (the "Commission") on July 19, 2024, to the accompanying prospectus filed with the Commission on December 13, 2021, as part of the Company's Registration Statement on Form S-3ASR (File No. 333-261622) (the "Registration Statement"). The above description of the Underwriting Agreement and the Indenture is qualified in its entirety by reference to the full text of such agreements. Copies of the Underwriting Agreement, the Base Indenture, the Supplemental Indenture and the Form of each Note are filed or incorporated by reference as Exhibits 1.1, 4.1, 4.2, 4.3 and 4.4, respectively.
A copy of the legality opinion delivered by Laura Gleason, counsel to the Corporation in connection with the issuance of the Notes, is attached hereto as Exhibit 5.1.
This Current Report on Form 8-K is being filed for the purpose of filing the attached documents in connection with the issuance of the Notes as exhibits to the Registration Statement and such exhibits are hereby incorporated by reference into the Registration Statement.