PITTSBURGH, May 12, 2020 /PRNewswire/ -- The PNC
Financial Services Group, Inc. (NYSE: PNC) today announced that it
has agreed to sell 28.75 million shares of BlackRock, Inc. (NYSE:
BLK) common and preferred stock through a registered offering at a
price of $420 per share. In addition,
as previously announced, BlackRock will repurchase 2.65 million
shares from PNC at a price of $414.96
per share.
In connection with the offering, the underwriters have been
granted an option to purchase up to 2.88 million additional
BlackRock shares at the price payable by the underwriters in the
offering, exercisable within the next 30 days. If the option is
fully exercised, the offering and repurchase will together result
in the sale of PNC's entire holding in BlackRock, excluding 500,000
BlackRock shares that PNC intends to contribute to the PNC
Foundation by the end of the second quarter of 2020.
PNC currently holds 34.8 million common and Series B preferred
BlackRock shares, which will convert into common stock
automatically upon close of the sale, representing 22.4%
ownership.
The PNC Financial Services Group, Inc. is one of the largest
diversified financial services institutions in the United States, organized around its
customers and communities for strong relationships and local
delivery of retail and business banking including a full range of
lending products; specialized services for corporations and
government entities, including corporate banking, real estate
finance and asset-based lending; wealth management and asset
management. For information about PNC, visit www.pnc.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the securities described herein,
nor shall there be any offer or sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
BlackRock has filed a registration statement (including a
prospectus) with the Securities and Exchange Commission ("SEC") for
the offering to which this communication relates. Before you
invest, you should read the prospectus in that registration
statement and other documents BlackRock has filed with the SEC,
including the preliminary prospectus supplement dated May 11,
2020, for more complete information about BlackRock and this
offering. You may get these documents for free by visiting
EDGAR on the SEC website at www.sec.gov. Alternatively, any
underwriter or any dealer participating in the offering will
arrange to send you the prospectus and the prospectus supplement,
when available, if you request them by contacting (i) Morgan
Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick
Street, 2nd Floor, New York, NY
10014; (ii) Citigroup Global Markets Inc., c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone at
1-800-831-9146; or (iii) Evercore Group L.L.C., Attention: Equity
Capital Markets, 55 East 52nd Street, New
York, NY 10055 or by telephone at (888) 474-0200 or by email
at ecm.prospectus@evercore.com.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, Section 21E of the Securities Exchange Act of
1934, as amended, and the U.S. Private Securities
Litigation Reform Act of 1995. Any statements about our
expectations, beliefs, plans, predictions, forecasts, objectives,
assumptions or future events or performance are not historical
facts and may be forward-looking. Forward-looking statements are
typically identified by words such as "believe," "plan," "expect,"
"anticipate," "see," "look," "intend," "outlook," "project,"
"forecast," "estimate," "goal," "will," "should" and other similar
words and expressions and include, but are not limited to,
statements regarding the outlook for our future business and
financial performance. All forward-looking statements are
necessarily only estimates of future results, and actual results
may differ materially from expectations. You are, therefore,
cautioned not to place undue reliance on such statements. Further,
any forward-looking statement speaks only as of the date on which
it is made and we undertake no obligation to update or revise any
forward-looking statement to reflect events or circumstances after
the date on which the statement is made or to reflect the
occurrence of unanticipated events. We have based these
forward-looking statements on our current expectations and
projections about future events and financial trends that we
believe may affect our financial condition, operating results,
business strategy and financial needs. There are important factors
that could cause our actual results, level of activity, performance
or achievements to differ materially from the results, level of
activity, performance or achievements expressed or implied by the
forward-looking statements, including, but not limited to, risks
and uncertainties associated with market conditions and the
satisfaction of customary closing conditions related to the
proposed public offering, as well as the risks described in our
Annual Report on Form 10-K for the year ended December 31,
2019, our Quarterly Report on Form 10-Q for the quarter
ended March 31, 2020 and in subsequent reports and
registration statements filed from time to time with
the SEC. For more information regarding risks and
uncertainties relating to BlackRock, you should review the risks
described in the prospectus supplement and the accompanying
prospectus relating to the offering and those incorporated by
reference therein, including those risks described in BlackRock's
Annual Report on Form 10-K for the year ended December 31,
2019, BlackRock's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2020 and in subsequent reports and
registration statements filed from time to time with
the SEC.
CONTACTS:
MEDIA:
Marcey
Zwiebel
(412) 762-4550
media.relations@pnc.com
INVESTORS:
Bryan
Gill
(412) 768-4143
investor.relations@pnc.com
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SOURCE The PNC Financial Services Group, Inc.