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PNC > SEC Filings for PNC > Form 8-K on 28-Apr-2014All Recent SEC Filings




Other Events, Financial Statements and Exhibits

Item 8.01 Other Events.

On April 28, 2014, The PNC Financial Services Group, Inc. (the "Corporation") completed the public offer and sale of $750,000,000 aggregate principal amount of its 3.90% Subordinated Notes due April 29, 2024 (the "Subordinated Notes"). The Subordinated Notes were sold pursuant to an Underwriting Agreement dated April 23, 2014 (the "Underwriting Agreement") entered into by the Corporation and Goldman Sachs & Co., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and PNC Capital Markets LLC. The Underwriting Agreement is attached to this Current Report on Form 8-K as Exhibit 1.1 and is incorporated into this Item 8.01 by reference.

The Subordinated Notes were issued under an Indenture, dated December 19, 2012 (the "Base Indenture") as amended and supplemented by a First Supplemental Indenture, dated April 28, 2014 (the "Supplemental Indenture" and together with the Base Indenture, the "Indenture"), between the Corporation and The Bank of New York Mellon, as trustee.

The underwritten offering described in this Current Report on Form 8-K is more fully described in the prospectus supplement, dated April 23, 2014 and filed with the Securities and Exchange Commission (the "Commission") on April 24, 2014, to the accompanying prospectus filed with the Commission on December 19, 2012, as part of the Company's Registration Statement on Form S-3ASR (File Nos. 333-185555) (the "Registration Statement"). The above description of the Underwriting Agreement and the Indenture is qualified in its entirety by reference to the full text of such agreements. Copies of the Underwriting Agreement, the Base Indenture, the Supplemental Indenture, and the Form of Note, are filed or incorporated by reference as Exhibits 1.1, 4.1, 4.2, and 4.3 respectively.

A copy of the legality opinion delivered by Christi Davis, counsel to the Corporation in connection with the issuance of the Subordinated Notes, is attached hereto as Exhibits 5.1.

This Current Report on Form 8-K is being filed for the purpose of filing the attached documents in connection with the issuance of the Debt Securities as exhibits to the Registration Statement and such exhibits are hereby incorporated by reference into the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibits listed on the Exhibit Index accompanying this Form 8-K are filed herewith.

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