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.