FWP: Filing under Securities Act Rules 163/433 of free writing prospectuses
Published on November 29, 2022
Filed Pursuant to Rule 433
Registration No. 333-261622
THE PNC FINANCIAL SERVICES GROUP, INC.
$1,000,000,000 5.354% FIXED RATE/FLOATING RATE SENIOR NOTES DUE DECEMBER 2, 2028
| Issuer: | The PNC Financial Services Group, Inc. (PNC) | |
| Security: | 5.354% Fixed Rate/Floating Rate Senior Notes due December 2, 2028 (the Senior Notes) | |
| Ranking: | Senior | |
| Expected Security Ratings:* | A3 / A- / A (Moodys / S&P / Fitch) | |
| Principal Amount: | $1,000,000,000 | |
| Price to Investors: | 100.000% of face amount | |
| Minimum Denomination/Multiples: | $2,000 / multiples of $1,000 in excess thereof | |
| Trade Date: | November 29, 2022 | |
| Settlement Date:** | December 2, 2022 (T+3) | |
| Maturity: | December 2, 2028 | |
| Optional Redemption Date: | Redeemable in whole, but not in part, on December 2, 2027, the date that is one year prior to the maturity date, at 100% of the principal amount of the Senior Notes, plus accrued and unpaid interest thereon to the date of redemption. Also redeemable in whole, or in part, during the 30-day period prior to, and including, the maturity date at 100% of the principal amount of the Senior Notes, plus accrued and unpaid interest thereon to the date of redemption | |
| Fixed Rate Period: | From, and including, December 2, 2022 to, but excluding, December 2, 2027 | |
| Floating Rate Period: | From, and including, December 2, 2027 to, but excluding, the maturity date | |
| Interest Rates: | Fixed Rate Period: 5.354% annually
Floating Rate Period: Compounded SOFR, determined as set forth under Certain Terms of the Senior NotesInterestFloating Rate Period in the preliminary prospectus supplement dated November 29, 2022, plus 1.62% |
|
| Interest Payment Dates: | Fixed Rate Period: Each June 2 and December 2, commencing on June 2, 2023 and ending on December 2, 2027
Floating Rate Period: March 2, 2028, June 2, 2028, September 2, 2028 and at the maturity date |
|
| Day Count Convention /
Business Day Convention: |
Fixed Rate Period: 30/360; Following Business Day Convention (Unadjusted)
Floating Rate Period: Actual/360; Modified Following Business Day Convention (Adjusted) |
|
| Reference Benchmark: | UST 3.875% due November 30, 2027 | |
| Reference Benchmark Yield: | 3.924% | |
| Spread to Reference Benchmark: | 143 basis points | |
| Re-offer Yield: | 5.354% | |
| CUSIP/ISIN: | 693475BK0 / US693475BK03 | |
| Joint Book-Running Managers: | J.P. Morgan Securities LLC
Morgan Stanley & Co. LLC
PNC Capital Markets LLC |
|
| Co-Managers: | Samuel A. Ramirez & Company, Inc.
Siebert Williams Shank & Co., LLC |
|
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
| ** | Note: We expect that delivery of the Senior Notes will be made against payment therefor on the third business day following the date hereof (such settlement cycle being referred to as T+3). Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Senior Notes prior to the second business day before settlement will be required, by virtue of the fact that the Senior Notes initially will settle in T+3, to specify alternative settlement arrangements to prevent a failed settlement. Such purchasers should consult their own advisors. |
Conflict of Interest
Because our affiliate, PNC Capital Markets LLC, is participating in this offering, PNC Capital Markets LLC is deemed to have a conflict of interest within the meaning of Financial Industry Regulatory Authority (FINRA) Rule 5121. Accordingly, the distribution arrangements for this offering comply with the requirements of FINRA Rule 5121 regarding a FINRA member firms participation in the distribution of securities of an affiliate. In accordance with Rule 5121, PNC Capital Markets LLC may not make sales in this offering to any discretionary account without the prior approval of the customer.
The PNC Financial Services Group, Inc. has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement dated today and other documents The PNC Financial Services Group, Inc. has filed with the SEC for more complete information about The PNC Financial Services Group, Inc. and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, The PNC Financial Services Group, Inc., any underwriter or any dealer participating in the offering will arrange to send you the prospectus or the preliminary prospectus supplement if you request it by calling J.P. Morgan Securities LLC at 1-212-834-4533, Morgan Stanley & Co. LLC at 1-866-718-1649 or PNC Capital Markets LLC at 1-855-881-0697.
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