PNC Bank 2011 Annual Report Download - page 193

N OTE 18 E QUITY
C OMMON S TOCK
On February 8, 2010, we raised $3.0 billion in new common
equity through the issuance of 55.6 million shares of common
stock in an underwritten offering at $54 per share. The
underwriters exercised their option to purchase an additional
8.3 million shares of common stock at the offering price of
$54 per share, totaling approximately $450 million, to cover
over-allotments. We completed this issuance on March 11,
2010.
P REFERRED S TOCK
Information related to preferred stock is as follows:
Preferred Stock – Issued and Outstanding
Preferred Shares
December 31
Shares in thousands
Liquidation
value per
share 2011 2010
Authorized
$1 par value 16,588 16,588
Issued and outstanding
Series B $ 40 11
Series K 10,000 50 50
Series L 100,000 22
Series O 100,000 10
Total issued and outstanding 63 53
Our Series B preferred stock is cumulative and is not
redeemable at our option. Annual dividends on Series B
preferred stock total $1.80 per share. Holders of Series B
preferred stock are entitled to 8 votes per share, which is equal
to the number of full shares of common stock into which the
Series B Preferred Stock is convertible.
Our Series K preferred stock was issued in May 2008 in
connection with our issuance of $500 million of Depositary
Shares, each representing a fractional interest in a share of the
Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock,
Series K. Dividends are payable if and when declared each
May 21 and November 21 until May 21, 2013. After that date,
dividends will be payable each 21st of August, November,
February and May. Dividends will be paid at a rate of 8.25%
prior to May 21, 2013 and at a rate of three-month LIBOR
plus 422 basis points beginning May 21, 2013. The Series K
preferred stock is redeemable at our option on or after
May 21, 2013.
Our 9.875% Fixed-to-Floating Rate Non-Cumulative
Preferred Stock, Series L was issued in connection with the
National City transaction in exchange for National City’s
Fixed-to-Floating Rate Non-Cumulative Preferred Stock,
Series F. Dividends on the Series L preferred stock are
payable if and when declared each 1st of February, May,
August and November. Dividends will be paid at a rate of
9.875% prior to February 1, 2013 and at a rate of three-month
LIBOR plus 633 basis points beginning February 1, 2013. The
Series L is redeemable at PNC’s option, subject to Federal
Reserve approval, if then applicable, on or after February 1,
2013 at a redemption price per share equal to the liquidation
preference plus any declared but unpaid dividends.
Our Series O preferred stock was issued on July 27, 2011,
when we issued one million depositary shares, each
representing a 1/100th interest in a share of our
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred
Stock, Series O for gross proceeds before commissions and
expenses of $1 billion. Dividends are payable when, as, and if
declared by our board of directors or an authorized committee
of our board, semi-annually on February 1 and August 1 of
each year until August 1, 2021 at a rate of 6.75%. After that
date, dividends will be payable on February 1, May 1,
August 1 and November 1 of each year beginning on
November 1, 2021 at a rate of three-month LIBOR plus
3.678% per annum. The Series O preferred stock is
redeemable at our option on or after August 1, 2021 and at our
option within 90 days of a regulatory capital treatment event
as defined in the designations.
We have authorized but unissued Series H, I, J and M
preferred stock. As described in Note 13 Capital Securities of
Subsidiary Trusts and Perpetual Trust Securities, under the
terms of two of the hybrid capital vehicles we issued that
currently qualify as capital for regulatory purposes (the Trust
II Securities and the Trust III Securities), these Trust
Securities are automatically exchangeable into shares of PNC
preferred stock (Series I and Series J, respectively) in each
case under certain conditions relating to the capitalization or
the financial condition of PNC Bank, N.A. and upon the
direction of the Office of the Comptroller of the Currency.
The Series preferred stock of PNC REIT Corp. is also
automatically exchangeable under similar conditions into
shares of PNC Series H preferred stock.
As a part of the National City transaction, we established the
PNC Non-Cumulative Perpetual Preferred Stock, Series M,
which mirrors in all material respects the former National City
Non-Cumulative Perpetual Preferred Stock, Series E. PNC has
designated 5,751 preferred shares, liquidation value $100,000
per share, for this series. No shares have yet been issued;
however, National City issued stock purchase contracts for
5,001 shares of its Series E Preferred Stock (now replaced by
the PNC Series M as part of the National City transaction) to
the National City Preferred Capital Trust I in connection with
the issuance by that Trust of $500 million of 12.000%
Fixed-to-Floating Rate Normal Automatic Preferred Enhanced
Capital Securities (the Normal APEX Securities) in January
2008 by the Trust. It is expected that the Trust will purchase
5,001 of the Series M preferred shares pursuant to these stock
purchase contracts on December 10, 2012 or on an earlier date
and possibly as late as December 10, 2013. The Trust has
184 The PNC Financial Services Group, Inc. – Form 10-K