Issuer: | PNC Capital Trust E (the Trust), a Delaware statutory trust, the sole asset of which will be the 73/4% Junior Subordinated Notes due March 15, 2068 (the JSNs) issued by The PNC Financial Services Group, Inc. | |
Guarantor: | The PNC Financial Services Group, Inc. | |
Title of Trust Preferred Security: | 73/4% Trust Preferred Securities | |
Aggregate Number of Trust Preferred Securities: | 18,000,000 | |
Aggregate Liquidation Amount of Trust Preferred Securities: | $450,000,000 | |
Over-allotment option: | None | |
Liquidation Amount per Trust Preferred Security: | $25 | |
Aggregate Principal Amount of JSNs to be Purchased by the Issuer underlying the Trust Preferred Securities: | $450,010,000 | |
Price to Public: | $25 per Trust Preferred Security | |
Proceeds to Issuer: | $450,000,000 | |
Underwriting Discount: | $0.7875 per Trust Preferred Security | |
Underwriting Discount for Sales to Certain Institutions: | $0.5000 per Trust Preferred Security | |
Net Proceeds to Guarantor: | $437,974,637.50 before expenses | |
Trade Date: | February 6, 2008 |
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Settlement Date: | February 13, 2008 (T+5) | |
Maturity Date: | March 15, 2068 | |
Scheduled Redemption Date: | March 15, 2038 | |
Optional Early Redemption: | If the Guarantor repays or redeems the JSNs, the Trust will use the proceeds of such repayment or redemption to redeem the Trust Preferred Securities. Subject to the approval of the Federal Reserve if then required, the Guarantor may redeem the JSNs at any time on or after March 15, 2013, or at any time before March 15, 2013 if certain changes occur relating to the capital treatment or tax treatment of the JSNs, investment company laws or the rating agency equity credit accorded to the Trust Preferred Securities as described in the preliminary prospectus supplement dated February 6, 2008 (Preliminary Prospectus Supplement). | |
Distribution Period: | Quarterly | |
Distribution Dates: | March 15, June 15, September 15 and December 15, beginning June 15, 2008 | |
Accrual Date for Distributions on Trust Preferred Securities and Interest on JSNs: | February 13, 2008 | |
Annual Interest Rate on the JSNs: | 73/4% | |
Deferral Provisions: | Interest on the JSNs and distributions on the Trust Preferred Securities will be deferrable as described in the Preliminary Prospectus Supplement. | |
Annual Rate at which Deferred Interest on JSNs and Deferred Distributions on Trust Preferred Securities will Accumulate: | 73/4% |
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Shares Available for Issuance: | The Guarantor will be required to use commercially reasonable efforts to seek shareholder consent to increase the number of its authorized shares if the shares available for issuance (as defined in the Preliminary Prospectus Supplement) falls below the greater of 6,000,000 shares (as adjusted for any stock split, reverse stock split, stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction) and three times the number of shares the Guarantor would need to pay a certain amount of deferred interest as described in the Preliminary Prospectus Supplement. | |
CUSIP for Trust Preferred Securities: | 69350S 208 | |
Expected Listing for Trust Preferred Securities: | NYSE under the symbol PNH | |
Joint Book-Runners: | Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated. | |
Senior Co-Manager: | UBS Securities LLC |
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