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F.N.B. Announces Capital Action Plan And Commences $50 Million Common Stock Offering

HERMITAGE, Pa., Oct. 28, 2013 /PRNewswire/ -- F.N.B. Corporation (NYSE: FNB) (the "Company" or "F.N.B.") announced today a comprehensive capital action plan to proactively position F.N.B. for Basel III implementation, including the redemption of certain trust preferred securities, and to support future growth opportunities.

F.N.B. intends to raise $50 million of common equity and up to $100 million of perpetual preferred stock, subject to market conditions.

In conjunction with the capital action plan, F.N.B. announced that it is commencing an underwritten public offering of $50 million of its common stock. J.P. Morgan Securities LLC, Keefe, Bruyette & Woods, A Stifel Company and RBC Capital Markets, LLC will act as joint book-running managers.  The shares will be issued pursuant to a preliminary prospectus supplement filed today as part of an existing shelf registration statement filed with the Securities and Exchange Commission on Form S-3.  F.N.B. intends to grant the underwriters an option to purchase up to an additional 15% of the shares sold. A perpetual preferred stock offering may follow depending upon market conditions.

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

This announcement 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 offering will be made only by means of a prospectus supplement and accompanying base prospectus, copies of which may be obtained from the investor relations section of F.N.B.'s Web site at: www.fnbcorporation.com or from the SEC's Web site at: www.sec.gov.  Alternatively, you may obtain a copy of the prospectus supplement and accompanying base prospectus for the offering by contacting:
  • J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attention: Prospectus Department, telephone (866) 803-9204; and
  • Keefe, Bruyette & Woods, Inc., Attention: Equity Capital Markets, 787 Seventh Avenue, 4th Floor, New York, NY 10019, telephone (800) 966-1559; and
  • RBC Capital Markets, LLC, Attention: Equity Syndicate, 3 World Financial Center, 200 Vesey Street, 8th Floor, New York, NY 10281-8098, telephone (877) 822-4089.

Information on F.N.B.'s Web site does not constitute part, and is not incorporated by reference in, the prospectus or prospectus supplement.

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