By Wendy Van Sickle and Cristal Cody
Columbus, Ohio, April 21 – PNC Financial Services Group Inc. sold a $1 billion offering of 6% fixed-rate reset non-cumulative perpetual preferred stock, series U, (Baa2/BBB-/BBB) on Thursday, according to an FWP filing with the Securities and Exchange Commission.
The dividend was talked in the 6% to 6.125% area.
The $1,000 par series is being issued as depositary shares representing a 1/100th interest.
The initial dividend will be fixed. The dividend will reset starting on May 15, 2027 at the five-year U.S. Treasury rate plus a 300 basis point margin.
Dividends are payable quarterly in arrears.
Starting in 2026, the preferreds can be redeemed on any dividend payment date. The preferreds also can be redeemed for a regulatory capital event.
Citigroup Global Markets Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and PNC Capital Markets LLC are the bookrunners.
Proceeds will be used for general corporate purposes, which may include partial or full redemption of PNC’s series P preferred stock, advances to subsidiaries to finance their activities, repayment of outstanding debt and repurchases and redemptions of issued and outstanding securities of PNC and its subsidiaries, including PNC common stock and other PNC preferred stock.
The issuer is a Pittsburgh-based financial services company.
| Issuer: | PNC Financial Services Group Inc.
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| Amount: | $1 billion
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| Issue: | Fixed-rate reset non-cumulative perpetual preferred stock, series U
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| Maturity: | Perpetual
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| Bookrunners: | Citigroup Global Markets Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and PNC Capital Markets LLC
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| Co-managers: | Samuel A. Ramirez & Co., Inc., Siebert Williams Shank & Co., LLC
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| Counsel to issuer: | In-house counsel, McGuireWoods LLP
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| Counsel to underwriters: | Cravath, Swaine & Moore LLP
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| Dividend: | 6% initial rate; resets to five-year Treasuries plus 300 bps starting May 15, 2027; resets every five years
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| Price: | Par of $1,000
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| Call features: | On any quarterly dividend payment date starting May 15, 2027
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| Trade date: | April 21
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| Settlement date: | April 26
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| Ratings: | Moody’s: Baa2
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| S&P: BBB-
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| Fitch: BBB
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| Distribution: | SEC registered
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| Cusip: | 693475BD6
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| Price talk: | 6% to 6.125% area
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