Current Report Filing (8-k)
February 09 2022 - 9:00AM
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US BANCORP DE
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report: February 8, 2022
(Date of earliest event reported)
U.S. BANCORP
(Exact name of registrant
as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-6880
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41-0255900
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(Commission file number)
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(IRS Employer Identification No.)
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800
Nicollet Mall
Minneapolis, Minnesota 55402
(Address of principal
executive offices, including zip code)
(651)
466-3000
(Registrant’s
telephone number, including area code)
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
symbol
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Name
of each
exchange
on which registered
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Common Stock, $.01 par value per share
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USB
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New York Stock Exchange
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Depositary Shares (each representing 1/100th interest in a share of Series A Non-Cumulative Perpetual Preferred Stock, par value $1.00)
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USB PrA
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New York Stock Exchange
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Depositary Shares (each representing 1/1,000th interest in a share of Series B Non-Cumulative Perpetual Preferred Stock, par value $1.00)
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USB PrH
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New York Stock Exchange
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Depositary Shares (each representing 1/1,000th interest in a share of Series K Non-Cumulative Perpetual Preferred Stock, par value $1.00)
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USB PrP
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New York Stock Exchange
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Depositary Shares (each representing 1/1,000th interest in a share of Series L Non-Cumulative Perpetual Preferred Stock, par value $1.00)
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USB PrQ
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New York Stock Exchange
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Depositary Shares (each representing 1/1,000th interest in a share of Series M Non-Cumulative Perpetual Preferred Stock, par value $1.00)
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USB PrR
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New York Stock Exchange
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0.850% Medium-Term Notes, Series X (Senior), due June 7, 2024
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USB/24B
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New York Stock Exchange
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
¨
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Emerging growth company
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¨
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act.
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Item 3.03. Material Modification to Rights
of Security Holders.
The information set forth
in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On February 8, 2022, U.S. Bancorp, a Delaware
corporation (the “Company”), filed a Certificate of Designations for the purpose of amending its Certificate of Incorporation
to fix the designations, preferences, limitations and relative rights of its Series O Non-Cumulative
Perpetual Preferred Stock, par value $1.00 per share, with a liquidation preference of $25,000 per share (the “Preferred
Stock”). A copy of the Certificate of Designations is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
Item 8.01. Other Events.
On February 9, 2022, the Company closed
the sale of 18,000,000 depositary shares (the “Depositary Shares”), with each Depositary Share representing ownership of
1/1,000th of a share of the Company’s Preferred Stock, which were registered pursuant to a registration statement
on Form S-3 (File No. 333-237082), which was automatically effective on March 11, 2020 (the “Registration
Statement”). The following documents are being filed with this report on Form 8-K and shall be incorporated by reference
into the Registration Statement: (i) Underwriting Agreement, dated February 2, 2022, between the Company and Morgan
Stanley & Co. LLC, U.S. Bancorp Investments, Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, RBC
Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named in Schedule I
thereto, which incorporates by reference the U.S. Bancorp Underwriting Agreement Standard Provisions (Preferred Stock, Which
May Be Represented by Depositary Shares) (February 2, 2022); (ii) Certificate of Designations of the Company, dated
February 8, 2022; (iii) form of certificate representing the Company’s Preferred Stock; (iv) Deposit Agreement,
dated as of February 9, 2022, among U.S. Bancorp, U.S. Bank National Association and the Holders from time to time of the
Depositary Receipts described therein; (v) form of Depositary Receipt representing the Depositary Shares; and
(vi) validity opinion with respect to the Depositary Shares and the Preferred Stock.
Item 9.01. Financial Statements and Exhibits.
(d)
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Exhibits.
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1.1
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Underwriting
Agreement, dated February 2, 2022, between the Company and Morgan Stanley & Co. LLC, U.S. Bancorp Investments, Inc.,
BofA Securities, Inc., Goldman Sachs & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities,
LLC, as representatives of the underwriters named in Schedule I thereto.
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1.2
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U.S.
Bancorp Underwriting Agreement Standard Provisions (Preferred Stock, Which May Be Represented by Depositary Shares) (February 2,
2022).
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4.1
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Certificate
of Designations of Series O Non-Cumulative Perpetual Preferred Stock of U.S. Bancorp, dated February 8, 2022.
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4.2
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Form of
certificate representing the Series O Non-Cumulative Perpetual Preferred Stock.
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4.3
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Deposit
Agreement, dated as of February 9, 2022, among U.S. Bancorp, U.S. Bank National Association and the Holders from time to time
of the Depositary Receipts described therein.
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4.4
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Form of
Depositary Receipt (included as Exhibit A to Exhibit 4.3 hereto).
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5.1
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Validity
opinion of Mayer Brown LLP.
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23.1
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Consent
of Mayer Brown LLP (included in Exhibit 5.1 hereto).
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104
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Cover Page Interactive
Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: February 9, 2022
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U.S. Bancorp
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By:
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/s/ James L. Chosy
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Name:
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James L. Chosy
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Title:
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Senior Executive Vice President and General Counsel
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