SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
June 1, 2021
Date of Report (Date of earliest event reported)
THE PNC FINANCIAL SERVICES GROUP, INC.
(Exact name of registrant as specified in its charter)
Commission File Number 001-09718
|(State or other jurisdiction of||(I.R.S. Employer|
The Tower at PNC Plaza
300 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2401
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to 12(b) of the Act:
|Title of Each Class||Trading Symbol(s)|
Name of Each Exchange
on Which Registered
|Common Stock, par value $5.00||PNC||New York Stock Exchange|
|Depositary Shares Each Representing a 1/4,000 Interest in a Share of Fixed-to-|
Floating Rate Non-Cumulative Perpetual Preferred Stock, Series P
|PNC P||New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01 Completion of Acquisition or Disposition of Assets.
On November 16, 2020, The PNC Financial Services Group, Inc. (“PNC”) announced that it had entered into a Stock Purchase Agreement, dated as of November 15, 2020 (the “Stock Purchase Agreement”), with Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”) pursuant to which PNC agreed to acquire all of the issued and outstanding shares of BBVA USA Bancshares, Inc., a financial holding company (“BBVA USA Holdco”), for $11.6 billion in cash subject to certain adjustments related to transaction expenses and tax matters (the “Stock Purchase”). On June 1, 2021, PNC completed the Stock Purchase and, immediately following the closing of the Stock Purchase, PNC merged BBVA USA Holdco with and into PNC, with PNC continuing as the surviving entity.
The description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, a copy of which was attached as Exhibit 2.1 to the Current Report on Form 8-K filed by PNC on November 19, 2020 and is incorporated herein by reference.
Item 8.01 Other Events
On June 1, 2021, PNC issued a press release announcing the completion of the Stock Purchase. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
PNC intends to file the financial statements required by Item 9.01(a) under cover of a Form 8-K/A no later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.
(b) Pro Forma Financial Information.
PNC intends to file the pro forma financial information required by Item 9.01(b) under cover of a Form 8-K/A no later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.
|Number||Description||Method of Filing|
|104||The cover page of this Current Report on Form 8-K, formatted in Inline XBRL |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
THE PNC FINANCIAL SERVICES GROUP, INC.
|Date:||June 1, 2021||By:||/s/ Gregory H. Kozich|
|Gregory H. Kozich|
|Senior Vice President and Controller|
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