This excerpt taken from the PNC 8-K filed Dec 30, 2008.
On December 26, 2008, The PNC Financial Services Group, Inc. entered into an Exchange Agreement with BlackRock, Inc. The transactions contemplated by this agreement will restructure PNCs ownership of BlackRock equity without altering, to any meaningful extent, PNCs economic interest in BlackRock. PNC will continue to be subject to the limitations on its voting rights in its existing agreements with BlackRock. These transactions will also allow PNC to reduce its net income volatility associated with the quarterly marking-to-market of obligations related to PNCs delivery of BlackRock stock under the BlackRock Long-Term Incentive Plan (LTIP).
In connection with the completion of the transactions contemplated by this Exchange Agreement, PNC and BlackRock will also enter into a Third Amendment to its Share Surrender Agreement (along with PNCs wholly owned subsidiary, PNC Bancorp, Inc.) and an Amended and Restated Implementation and Stockholder Agreement. On the same date it entered into the PNC Exchange Agreement, BlackRock entered into an Exchange Agreement with Merrill Lynch & Co., Inc. BlackRock entered into the Merrill Lynch Exchange Agreement in anticipation of the consummation of the merger of Bank of America Corporation and Merrill Lynch, as contemplated by the Merger Agreement dated September 15, 2008 between those parties. The PNC and Merrill Lynch Exchange Agreements will restructure PNCs and Merrill Lynchs respective ownership of BlackRock equity and are expected to close upon the receipt of necessary foreign regulatory approvals.
The Exchange Agreements are described in more detail below. In connection with the transactions contemplated by the agreements, the principal effects on PNCs ownership of BlackRock equity will be as follows: