PNC » Topics » TARP Warrant

This excerpt taken from the PNC 10-K filed Mar 2, 2009.

TARP Warrant

A warrant issued to the US Treasury in connection with the preferred stock described above enables the US Treasury to purchase up to approximately 16.9 million shares of PNC common stock at an exercise price of $67.33 per share. However, if PNC receives aggregate gross proceeds of at least $7.6 billion from one or more qualified equity offerings on or before December 31, 2009, the number of shares of PNC common stock underlying the warrant then held by the US Treasury will be reduced by 50% of the number of shares originally underlying the warrant.

The warrant is immediately exercisable in full or in part, provided that the US Treasury may not transfer or exercise a portion of the warrant representing in the aggregate more than 50% of the shares underlying the warrant prior to the earlier of (i) December 31, 2009 and (ii) the date on which PNC has received aggregate gross proceeds of not less than 100% of

the $7.6 billion preferred stock issue price from one or more qualified equity offerings. The warrant expires on December 31, 2018.

The TARP warrant was valued at $304 million at December 31, 2008 and is included in Capital surplus-common stock and other on our Consolidated Balance Sheet.

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