Prospectus Filed Pursuant to Rule 424(b)(2) (424b2)
May 11 2020 - 4:48PM
Edgar (US Regulatory)
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
Title of Each Class of Securities Offered
|
|
Maximum Aggregate Offering Price
|
|
Amount of Registration Fee(1)
|
Senior Notes
|
|
$1,500,000,000
|
|
$194,700
|
|
|
(1)
|
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
|
Rule 424(b)(2)
Registration No. 333-237082
PRICING SUPPLEMENT NO. 1 DATED MAY 8, 2020
TO PROSPECTUS DATED MARCH 11, 2020, AS SUPPLEMENTED BY
PROSPECTUS SUPPLEMENT DATED MARCH 11, 2020, AND
SUPPLEMENTAL TO THE OFFICERS CERTIFICATE AND COMPANY ORDER
DATED MARCH 11, 2020
U.S. Bancorp
Medium-Term
Notes, Series AA (Senior)
Medium-Term Notes, Series BB (Subordinated)
This pricing supplement supplements the terms and conditions in the prospectus, dated March 11, 2020, as supplemented by the
prospectus supplement, dated March 11, 2020, and relates to the offering and sale of $1,500,000,000 1.450% Senior Notes due May 12, 2025 (the Notes) of U.S. Bancorp (USB or the Company).
|
|
|
|
|
CUSIP No.:
|
|
91159HHZ6
|
|
|
|
|
|
Series:
|
|
|
|
|
|
|
|
☒ Series AA (Senior)
|
|
|
|
|
☐ Series BB (Subordinated)
|
|
|
|
|
|
|
|
Form of Note:
|
|
|
|
|
|
|
|
☒ Book-Entry
|
|
|
|
|
☐ Certificated
|
|
|
|
|
|
|
|
Principal Amount:
|
|
$1,500,000,000
|
|
|
|
|
|
Trade Date:
|
|
May 8, 2020
|
|
|
|
|
|
Original Issue Date:
|
|
May 12, 2020
|
|
|
|
|
|
Redemption Date:
|
|
April 11, 2025
|
|
|
|
|
|
Maturity Date:
|
|
May 12, 2025
|
|
|
|
|
|
Interest Rate (and, if applicable, related Interest Periods):
|
|
|
|
|
|
|
|
☒ Fixed Rate Note
|
|
|
|
|
☐ CMT Rate Note
|
|
|
|
|
☐ Reuters Page FRBCMT
|
|
|
|
|
☐ Reuters Page FEDCMT
|
|
|
☐ One-Week
☐ One-Month
|
|
|
☐ Commercial Paper Note
|
|
|
☐ Federal Funds Note
|
|
|
|
|
☐ Federal Funds (Effective) Rate
|
|
|
|
|
☐ Federal Funds Open Rate
|
|
|
|
|
☐ Federal Funds Target Rate
|
|
|
|
|
☐ CDOR Note
|
|
|
|
|
☐ LIBOR Note
|
|
|
|
|
☐ SOFR Note
|
|
|
|
|
☐ EURIBOR Note
|
|
|
|
|
☐ Prime Rate Note
|
|
|
|
|
☐ Treasury Rate Note
|
|
|
|
|
☐ Other Base Rate (as described below)
|
|
|
|
|
☐ Zero Coupon Note
|
|
|
|
|
|
|
|
Agents Commission:
|
|
$2,160,000
|
|
|
|
|
Redemption Terms: 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 note.
|
|
|
|
|
|
|
|
Issue Price (Dollar Amount and Percentage of Principal Amount):
|
|
|
|
|
$1,498,275,000 / 99.885%
|
|
|
Proceeds to the Company (Before Expenses):
|
|
$1,496,115,000
|
|
|
Interest Rate/Initial Interest Rate:
|
|
1.45%
|
|
|
Interest Payment Dates:
|
|
Semiannually, on the 12th of May and November beginning November 12, 2020
|
|
|
Regular Record Dates:
|
|
15 Calendar Days prior to each Interest Payment Date
|
|
|
Interest Determination Dates:
|
|
|
|
|
Interest Reset Dates:
|
|
|
|
|
Index Source:
|
|
|
|
|
Index Maturity:
|
|
|
|
|
Spread:
|
|
|
|
|
Spread Multiplier:
|
|
|
|
|
Maximum Interest Rate:
|
|
|
|
|
Minimum Interest Rate:
|
|
|
|
|
Day Count:
|
|
30/360
|
|
|
For Original Issue Discount Notes:
|
|
|
|
|
Original Issue Discount %:
|
|
|
|
|
Yield to Maturity:
|
|
|
|
|
Original Issue Discount Notes:
|
|
|
|
☐ Subject to special provisions set
forth therein with respect to the principal amount thereof payable upon any redemption or acceleration of the maturity thereof.
|
|
☐ For Federal income tax purposes
only.
|
The Notes are not
savings accounts, deposits or other obligations of a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The Notes are not secured.
Investing in the Notes involves risks. Potential purchasers of the Notes should consider the information set forth in the Risk
Factors section beginning on page S-3 of the accompanying prospectus supplement and the discussion of risk factors contained in our annual and quarterly reports filed with the Securities and Exchange
Commission, which are incorporated by reference herein.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined that this pricing supplement, the accompanying prospectus supplement or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
|
|
|
|
|
|
|
|
|
|
|
Per Note(1)
|
|
|
Total
|
|
Price to Public
|
|
|
99.885
|
%
|
|
$
|
1,498,275,000
|
|
Agents Commission or Discount
|
|
|
0.144
|
%
|
|
$
|
2,160,000
|
|
Net Proceeds (Before Expenses) to the Company
|
|
|
99.741
|
%
|
|
$
|
1,496,115,000
|
|
|
(1)
|
Plus accrued interest, if any, from May 12, 2020, if settlement occurs after that date.
|
We expect to deliver the Notes to investors through the book-entry delivery system of The Depository Trust Company and
its direct participants on or about May 12, 2020.
Joint Book-Running Managers
|
|
|
|
|
U.S. Bancorp Investments, Inc.
|
|
Barclays Capital, Inc.
|
|
Morgan Stanley & Co. LLC
|
Co-Managers
|
|
|
Academy Securities, Inc.
|
|
Siebert Williams Shank & Co., LLC
|
|
|
|
|
|
|
|
|
|
Agent
|
|
Principal Amount
|
|
|
|
|
U.S. Bancorp Investments, Inc.
|
|
|
$742,500,000
|
|
|
|
|
|
Barclays Capital, Inc.
|
|
|
$371,250,000
|
|
|
|
|
|
Morgan Stanley & Co. LLC
|
|
|
$371,250,000
|
|
|
|
|
|
Academy Securities, Inc.
|
|
|
$7,500,000
|
|
|
|
|
|
Siebert Williams Shank & Co., LLC
|
|
|
$7,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
$1,500,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delivery Instructions: DTC # 0280
|
|
|
|
|
|
|
/s/ John C. Stern
|
|
(authorized officer)
|
|
|
|
|
|
/s/ Joseph M. Tessmer
|
|
(authorized officer)
|
LEGAL MATTERS
In the opinion of Mayer Brown LLP, as counsel to the Company, when the Notes offered by this pricing supplement have been executed and
delivered by the Company and authenticated by the trustee in accordance with the indenture and when payment therefor is received by the Company, the Notes will constitute valid and legally binding obligations of the Company entitled to the benefits
of the indenture, except that (a) the enforceability thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to or affecting
creditors rights or remedies generally and (ii) general principles of equity and to the discretion of the court before which any proceedings therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in
equity) and (b) the enforceability of provisions imposing liquidated damages, penalties or an increase in interest rate upon the occurrence of certain events may be limited in certain circumstances.
This opinion is given as of the date hereof and is limited solely to the Federal laws of the United States of America, the laws of the State
of New York and the General Corporation Law of the State of Delaware. In addition, this opinion is subject to customary assumptions about the trustees authorization, execution and delivery of the indenture and the genuineness of signatures and
certain factual matters, all as stated in the opinion of such counsel dated March 11, 2020, which has been filed as Exhibit 5.1 to the Companys Current Report on Form 8-K filed with the Securities
and Exchange Commission on March 11, 2020.
PS-2
US Bancorp (NYSE:USB)
Historical Stock Chart
From Aug 2024 to Sep 2024
US Bancorp (NYSE:USB)
Historical Stock Chart
From Sep 2023 to Sep 2024