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2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 102K
3: EX-4.3 Instrument Defining the Rights of Security Holders HTML 45K
4: EX-5.1 Opinion of Counsel re: Legality HTML 8K
9: R1 Cover Page HTML 46K
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11: EXCEL IDEA Workbook of Financial Reports XLSX 8K
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(Address of principal executive offices, including zip code)
(i888)
i762-2265
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to 12(b) of the Act:
Title
of Each Class
Trading Symbol(s)
Name of Each Exchange
on Which Registered
iCommon Stock, par value $5.00
iPNC
iNew
York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company i☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Item 8.01 Other Events.
On December 2, 2022, The PNC Financial Services Group, Inc. (the “Corporation”) completed the public offer and sale of $1,000,000,000 aggregate principal amount of its 5.354% Fixed Rate/Floating Rate Senior Notes due December 2, 2028 (the “Notes”). The Notes were sold pursuant to an Underwriting
Agreement dated November 29, 2022 (the “Underwriting Agreement”) entered into by the Corporation, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and PNC Capital Markets LLC. 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 November 29, 2022, and filed with the Securities and Exchange Commission
(the “Commission”) on November 30, 2022, 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 Note are filed or incorporated by reference as Exhibits 1.1, 4.1, 4.2 and 4.3, respectively.
A copy of the legality opinion delivered by Alicia G. Powell, 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.
The cover page of this Current Report on Form 8-K, formatted as an inline XBRL.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
