Current Report Filing (8-k)
February 02 2021 - 6:55AM
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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 1, 2021
(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 F Non-Cumulative Perpetual Preferred Stock, par value $1.00)
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USB PrM
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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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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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¨
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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 1, 2021, 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 M
Non-Cumulative Perpetual Preferred Stock, par value $1.00 per share and 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 2, 2021, the Company
closed the sale of 30,000,000 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 (SEC 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 January 26,
2021, between the Company and Morgan Stanley & Co. LLC, U.S. Bancorp Investments, Inc., BofA Securities, Inc., RBC
Capital Markets, LLC, UBS Securities LLC, Wells Fargo Securities, LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities
LLC and TD Securities (USA) 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) (January 26, 2021); (ii) Certificate of Designations of the Company filed with the Delaware Secretary of State on February 1, 2021;
(iii) form of certificate representing the Company’s Preferred Stock; (iv) Deposit Agreement, dated February
2, 2021, 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 January 26, 2021, between the Company and Morgan Stanley & Co.
LLC, U.S. Bancorp Investments, Inc., BofA Securities, Inc., RBC Capital Markets, LLC, UBS Securities LLC, Wells Fargo Securities,
LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and TD Securities (USA) 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) (January 26, 2021).
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4.1
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Certificate of Designations of U.S. Bancorp with respect to Series M Non-Cumulative Perpetual
Preferred Stock filed with the Delaware Secretary of State on February 1, 2021.
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4.2
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Form of certificate representing the Series M Non-Cumulative Perpetual Preferred Stock.
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4.3
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Deposit Agreement, dated February 2, 2021, 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 part of Exhibit 4.3).
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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 as part of Exhibit 5.1).
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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.
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U.S. BANCORP
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Date: February 2, 2021
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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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