CLEVELAND, Jan. 24 /PRNewswire-FirstCall/ -- National City Corporation (NYSE: NCC) announced the pricing of $1.25 billion aggregate principal amount of convertible senior notes due 2011 pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission. National City has granted the underwriter an overallotment option to purchase up to an additional $187.5 million aggregate principal amount of notes solely to cover overallotments, if any.
The Company also concurrently priced $400 million aggregate principal amount of Automatic Preferred Enhanced Capital Securities (APEX) pursuant to the effective shelf registration statement filed with the Securities and Exchange Commission. These APEX securities will be treated as Tier 1 capital for bank regulatory purposes. These securities are being offered as part of National City's previously announced plan to increase their Tier 1 capital through the offering of non-dilutive securities.
The notes will pay interest semiannually at a rate of 4.00% per annum. The Notes will be convertible, in certain circumstances, at an initial conversion rate of 52.8709, which represents an initial conversion price of approximately $18.91, a 22.5 percent conversion premium based on the last reported sale price of $15.44 per share of National City's common stock on January 23, 2008. Upon conversion, holders will receive cash up to the principal amount of the notes plus shares of National City common stock for any excess conversion value.
National City estimates the net proceeds from the offering of notes will be approximately $1.22 billion (assuming no exercise of the overallotment option) after deducting estimated discounts, commissions and expenses. Net proceeds from the offering of notes are expected to be used to repay National City's outstanding $300 million of Senior Notes due April 1, 2008, to pay the net cost of the convertible note hedging transactions after proceeds from the sale of the related warrant described below, and for general corporate purposes. The estimated net proceeds from the offering of the APEX trust preferred securities are $393,500,000 after deducting estimated discounts, commissions and expenses assuming no exercise of the overallotment option. The APEX trust preferred securities will be Tier 1 capital for regulatory purposes and the net proceeds will be used for general corporate purposes.
In connection with the notes offering, National City has entered into convertible note hedge and warrant transactions with a financial intermediary as counterparty, and this counterparty has entered into hedging and other arrangements with an affiliate of Goldman, Sachs & Co. The strike price on the warrants will be approximately $27.79, which represents an 80% premium to the last reported sale price of $15.44 per share of National City's common stock on January 23, 2008. It is believed that these transactions will reduce the potential dilution to National City's common stock upon future conversions of the notes. If the underwriter exercises its overallotment option to purchase additional notes, National City expects to enter into additional convertible note hedge and warrant transactions with the counterparty corresponding to the amount of the overallotment that is exercised. In connection with establishing the initial hedge of these transactions, including in connection with the overallotment option, National City has been advised that the counterparty or the affiliate of Goldman, Sachs & Co., as hedging party, will enter into various derivatives transactions with respect to National City's common stock concurrently with or shortly after the pricing of the notes. These activities could have the effect of increasing, or preventing a decline in, the price of National City's common stock concurrently with or following the pricing of the notes. Thereafter, any such persons or their affiliates may modify their hedge positions from time to time by entering into or unwinding various derivative transactions with respect to National City's common stock or by purchasing or selling National City's common stock in secondary market transactions (including during the valuation periods related to the conversion of the notes or during any period in which the notes may be convertible), which could adversely affect the values of the notes or National City's common stock.
Goldman, Sachs & Co. is the sole book-running manager and underwriter of these offerings.
ABOUT NATIONAL CITY
National City Corporation (NYSE: NCC) , headquartered in Cleveland, Ohio, is one of the nation's largest financial holding companies. The company operates through an extensive banking network primarily in Ohio, Florida, Illinois, Indiana, Kentucky, Michigan, Missouri, Pennsylvania and Wisconsin, and also serves customers in selected markets nationally. Its core businesses include commercial and retail banking, mortgage financing and servicing, consumer finance and asset management.
This is not any offer to sell nor the solicitation of an offer to buy any securities. The Notes and the APEX are offered only by the prospectus and related prospectus supplements. Before you invest, you should read the prospectus and prospectus supplement and other documents that National City has filed with the SEC for more complete information about National City and these offerings. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Copies of the preliminary prospectus supplement and the prospectus relating to the offering of the notes may also be obtained from Goldman, Sachs & Co., Attn: Prospectus Department, 85 Broad Street, New York, New York 10004, via fax at 212-902-9316 or via e-mail at prospectus-ny@ny.email.gs.com.
Notice Regarding Forward Looking Statements
This press release contains forward looking statements, including those regarding the convertible note hedge and warrant transactions. Forward-looking statements provide current expectations or forecasts of future events and are indicated by such words as "believe", "expect", "intend" and similar words and are not guarantees of future performance, nor should they be relied upon as representing National City's views as of any subsequent date. The forward- looking statements are based on management's expectations and are subject to a number of risks and uncertainties. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include, without limitation, changes in the markets and market prices that may affect the expected effects of the warrants and hedge transactions, the Corporation's ability to effectively execute its business plans; changes in general economic and market conditions, including the stock market, and residential and commercial real estate markets; changes in interest rates, including interest rate resets; and changes in the competitive environment. Additional risks and uncertainties and other information concerning factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements is available in the Corporation's annual report on Form 10-K for the year ended December 31, 2006, and subsequent filings with the United States Securities and Exchange Commission (SEC), including the prospectus and prospectus supplements relating to these offering. Copies of these filings are available at no cost on the SEC's Web site at www.sec.gov. National City specifically disclaims any obligation to update these statements.
Website: http://www.nationalcity.com/