F.N.B. Corporation Announces $300 Million Senior Notes Offering

PRESS RELEASE

February 20, 2020 - Pittsburgh, PA

F.N.B. Corporation (NYSE: FNB) today announced the pricing of its previously announced offering of $300 million aggregate principal amount of its 2.20% fixed rate senior notes due 2023 (the “Notes”). The Notes will bear interest at 2.20% per annum, payable semi-annually in arrears on February 24 and August 24, of each year, commencing on August 24, 2020 and ending on the earlier of the optional redemption date (which is on or after the 30th day prior to the maturity of the Notes) or the maturity date. The Notes will mature on February 24, 2023. The offering is expected to close on February 24, 2020, subject to customary closing conditions. 

The Company expects to use the net proceeds from the offering for general corporate purposes, which may include investments at the holding company level, capital to support the growth of First National Bank of Pennsylvania, repurchase of the Company’s common shares and refinancing of outstanding indebtedness. 

Goldman Sachs & Co. LLC and BofA Securities, Inc., are serving as joint book-running managers, and Keefe, Bruyette & Woods, Inc. and Piper Sandler & Co. are serving as Co-Managers.

FNB has filed a shelf registration statement (including a base prospectus) and a preliminary prospectus supplement relating to this offering with the U.S. Securities and Exchange Commission (SEC). Prospective investors should read the registration statement (including the base prospectus), the preliminary prospectus supplement and other documents FNB has filed and will file with the SEC that are incorporated by reference into the registration statement and each prospectus supplement for more complete information about FNB and the offering, including the risks associated with the securities and the offering.

This announcement is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer or sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities are neither insured nor approved by the Federal Deposit Insurance Corporation. The offering will be made only by means of a prospectus supplement and accompanying prospectus, copies of which may be obtained from the investor relations section of FNB's website at: www.fnbcorporation.com or from the SEC's website at: www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and accompanying prospectus if you request it by contacting: Goldman Sachs & Co. LLC by calling 1 (866) 471-2526, or BofA Securities, Inc. by calling 1 (800) 294-1322. Information on FNB’s website does not constitute part of, and is not incorporated by reference in, the prospectus or prospectus supplement.

About F.N.B. Corporation
F.N.B. Corporation (NYSE: FNB), headquartered in Pittsburgh, Pennsylvania, is a diversified financial services company operating in seven states and the District of Columbia. FNB’s market coverage spans several major metropolitan areas including: Pittsburgh, Pennsylvania; Baltimore, Maryland; Cleveland, Ohio; Washington, D.C.; and Charlotte, Raleigh, Durham and the Piedmont Triad (Winston-Salem, Greensboro and High Point) in North Carolina. The Company has total assets of nearly $35 billion and approximately 370 banking offices throughout Pennsylvania, Ohio, Maryland, West Virginia, North Carolina and South Carolina.

FNB provides a full range of commercial banking, consumer banking and wealth management solutions through its subsidiary network which is led by its largest affiliate, First National Bank of Pennsylvania, founded in 1864. Commercial banking solutions include corporate banking, small business banking, investment real estate financing, government banking, business credit, capital markets and lease financing. The consumer banking segment provides a full line of consumer banking products and services, including deposit products, mortgage lending, consumer lending and a complete suite of mobile and online banking services. FNB's wealth management services include asset management, private banking and insurance.

The common stock of F.N.B. Corporation trades on the New York Stock Exchange under the symbol "FNB" and is included in Standard & Poor's MidCap 400 Index with the Global Industry Classification Standard (GICS) Regional Banks Sub-Industry Index. Customers, shareholders and investors can learn more about this regional financial institution by visiting the F.N.B. Corporation website at www.fnbcorporation.com.

###