PNC’s Common Stock and Senior Notes Offerings

On February 3, 2010, The PNC Financial Services Group, Inc. (“PNC”), one of the largest domestic banks, priced an offering for $3 billion of its common stock and $2 billion of senior notes to help redeem the $7.6 billion of preferred shares it issued to the U.S. Treasury Department under the Troubled Asset Relief Program (TARP) Capital Purchase Program. The common stock offering was priced at $54.00 per share, offering 55.6 million shares and raising $2.9 billion of total proceeds for PNC. The underwriters have a 30-day option to purchase up to an additional 8.3 million shares to cover over-allotments, if any. The closing is expected to occur on or about February 8. The senior notes offering consisted of $1 billion of senior notes due 2015 and $1 billion of senior notes due 2020 and will result in $1.99 billion of proceeds to PNC. Cravath is representing J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated as joint bookrunning managers in connection with this transaction.

The Cravath team includes partners Andrew J. Pitts and William V. Fogg and associates Minji Cho, Timothy Y. Shih and Nicholas A. Dorsey on corporate matters; and partner Michael L. Schler on tax matters. Matthew Y. Lau also worked on tax matters.