National City Corporation Announces Convertible Senior Notes Offering

CLEVELAND, Jan. 22 /PRNewswire-FirstCall/ -- National City Corporation
(NYSE: NCC) announced today that it intends to sell, subject to market and
other conditions, $1 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 is granting the
underwriter an option to purchase up to an additional $150 million aggregate
principal amount of notes solely to cover overallotments, if any.
(Logo: http://www.newscom.com/cgi-bin/prnh/20030428/NATIONALCITYLOGO )
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.
In connection with the offering, National City intends to enter into one
or more convertible note hedge and warrant transactions with one or more
financial intermediaries, which may involve Goldman, Sachs & Co. or one of its
affiliates, as counterparties. National City expects that the strike price on
the warrants will be at an 80% premium to the common stock price at the time
of the transactions. 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 counterparties 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 any
counterparty or their affiliates or financial intermediaries may enter into
various derivatives transactions with respect to National City's common stock
concurrently with or shortly after the pricing of the notes and any exercise
of the overallotment option. 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 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.
The Company continues to consider offerings of non-dilutive Tier 1 capital
securities in the first quarter consistent with its announced plans.
Goldman, Sachs & Co. is the sole book-running manager and underwriter of
the offering of notes.
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 are offered only by the prospectus and the 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 and capital 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 the offering of the notes. 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.
SOURCE National City Corporation

Jill Hennessey, +1-216-222-9253, jill.hennessey@nationalcity.com; or Media,
Kristen Baird Adams, +1-216-222-8202, kristen.bairdadams@nationalcity.com,
both of National City Corporation