Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
April 24 2018 - 4:46PM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration
No. 333-217413
April 24, 2018
Medium Term Notes, Series X
$850,000,000 3.900% Fixed Rate Senior Notes due April 26, 2028
Final Terms and Conditions
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Issuer:
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U.S. Bancorp
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Note Type:
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Senior Notes
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Ratings*:
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A1 / A+ /
AA-
/ AA (Moodys / S&P / Fitch / DBRS)
(Under Review for Possible Downgrade / Stable / Stable / Stable)
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Principal Amount:
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$850,000,000
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Pricing Date:
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April 24, 2018
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Settlement Date:
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April 26, 2018 (T+2)
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Maturity Date:
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April 26, 2028
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Redemption Date:
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March 24, 2028
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Redemption Terms:
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Redeemable in whole or in part on or after the Redemption Date at 100% of the principal amount of the notes (par), plus accrued and unpaid interest thereon to the date of redemption. U.S. Bancorp shall provide 10 to 60 calendar
days notice of redemption to the registered holder of the notes.
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Coupon:
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3.900%
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Pricing Benchmark:
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UST 2.750% due February 15, 2028
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Benchmark Yield:
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2.983%
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Reoffer Spread:
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+95 bps
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Reoffer Yield:
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3.933%
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Price to Public:
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99.729%
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Gross Spread:
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0.245%
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All-In
Price:
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99.484%
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Net Proceeds to Issuer:
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$845,614,000
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First Coupon Date:
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October 26, 2018
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Interest Payment Dates:
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Semiannually, on the 26
th
of April and October
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CUSIP:
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91159HHS2
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Joint Bookrunners:
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U.S. Bancorp Investments, Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC
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*
A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or
withdrawal at any time.
The issuer has filed a registration statement, including a prospectus, with the SEC for the offering to which this communication
relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by
visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling U.S. Bancorp Investments, Inc. at
1-877-558-2607,
Goldman Sachs & Co. LLC at
1-866-471-2526,
or Morgan Stanley & Co. LLC at
1-866-718-1649.
Conflicts of Interest.
The issuers affiliate, U.S. Bancorp Investments, Inc.,
will be participating in sales of the notes. As such, the offering is being conducted in compliance with the applicable requirements of FINRA Rule 5121.
Notice to Canadian Investors.
The notes are unsecured and are not and will not be savings accounts, deposits, obligations of, or
otherwise guaranteed by, U.S. Bank National Association or any other bank. The Notes do not evidence deposits of U.S. Bank National Association or any other banking affiliate of the Issuer. The notes are not insured by the Federal Deposit
Insurance Corporation, the Canada Deposit Insurance Corporation or any other insurer or governmental agency or instrumentality. U.S. Bancorp is not regulated as a financial institution in Canada. However, U.S. Bank National
Associations Canada branch is listed on Schedule III to the Bank Act (Canada) and is subject to regulation by the Office of the Superintendent of Financial Institutions (Canada). The notes may be sold only to purchasers purchasing, or deemed
to be purchasing, as principal that are accredited investors, as defined in National Instrument
45-106
Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as
defined in National Instrument
31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the notes must be made in accordance with an exemption from, or in a transaction
not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may
provide a purchaser with remedies for rescission or damages if the prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit
prescribed by the securities legislation of the purchasers province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchasers province or territory for particulars of these
rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument
33-105
Underwriting
Conflicts (NI
33-105),
the underwriters are not required to comply with the disclosure requirements of NI
33-105
regarding underwriter conflicts of interest in
connection with this offering.
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