UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant
On August 25, 2022, F.N.B. Corporation (the “Corporation”) completed its offering of $350,000,000 aggregate principal amount of its 5.150% Senior Notes due 2025 (the “Notes”). The Notes were sold to the public at a price equal to 99.86% of the aggregate principal amount of the Notes. The net proceeds to the Corporation from the sale of the Notes, after the underwriting discount, but before estimated transaction expenses, were approximately $348,460,000. The Notes were offered pursuant to the prospectus supplement, dated August 18, 2022, to the base prospectus, dated May 14, 2021, forming a part of the Corporation’s shelf registration statement on Form S-3 (File No. 333-256128) (the “Registration Statement”).
The Notes will mature on August 25, 2025 (the “Maturity Date”). Interest is payable semi-annually in arrears on February 25 and August 25 of each year, commencing on February 25, 2023. The Notes are redeemable in whole or in part beginning on or after the 30th day prior to the Maturity Date, at 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to but excluding the date of redemption.
The Corporation intends to use the net proceeds from the sale of the Notes for general corporate purposes, which may include repayment of the 2.200% Senior Notes due February 2023, investments at the holding company level, providing capital to support the growth of First National Bank of Pennsylvania and refinancing of outstanding indebtedness.
The Notes were issued pursuant to the Indenture, dated as of February 24, 2020 (the “Base Indenture”), as supplemented and amended by a Second Supplemental Indenture dated as of August 25, 2022 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), by and between the Corporation and Wilmington Trust, National Association, as trustee (the “Trustee”). The Notes are not obligations of, and are not, and will not be, guaranteed by any of the Corporation’s subsidiaries.
The foregoing description of the Notes and the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture, the Supplemental Indenture and the form of Note. The Base Indenture, the Supplemental Indenture and the form of Note are attached hereto as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, and are incorporated herein by reference.
A copy of the opinion of Reed Smith LLP, counsel to the Corporation, relating to the legality of the Notes is filed as Exhibit 5.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits |
4.1 | Indenture, dated as of February 24, 2020, by and between the Corporation and Wilmington Trust, National Association, as Trustee, incorporated by reference to Exhibit 4.1 of FNB’s Current Report on Form 8-K filed on February 24, 2020. | |
4.2 | Second Supplemental Indenture, dated as of August 25, 2022, by and between the Corporation and Wilmington Trust, National Association, as Trustee. | |
4.3 | Form of 5.150% Senior Note due 2025 (included as part of Exhibit 4.2). | |
5.1 | Opinion of Reed Smith LLP. | |
23.1 | Consent of Reed Smith LLP (included in Exhibit 5.1). | |
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
SIGNATURES
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.
F.N.B. CORPORATION (Registrant) | ||
By: | /s/ James G. Orie | |
James G. Orie, | ||
Chief Legal Officer |
Date: August 25, 2022