U.S. Bancorp Announces Redemption of All Outstanding Depositary Shares Representing Interests in Its Series F Non-Cumulative Perpetual Preferred Stock
December 16 2021 - 3:00PM
Business Wire
U.S. Bancorp today announced that it will redeem on January 15,
2022 all of its outstanding Series F Non-Cumulative Perpetual
Preferred Stock, par value $1.00 per share (the “Series F Preferred
Stock”), and the corresponding depositary shares, each representing
a 1/1,000th interest in a share of the Series F Preferred Stock
(the “Series F Depositary Shares”). The Series F Preferred Stock
will be redeemed at a redemption price per share equal to $25,000
(equivalent to $25 per Series F Depositary Share). The redemption
price does not include the regular quarterly dividend payment that,
when and if declared, will be paid separately in the customary
manner on the first business day following January 15, 2022 to
holders of record on the record date for such dividend payment.
The Series F Depositary Shares (NYSE: USB PrM; CUSIP No.
902973833) are held in book-entry form through The Depository Trust
Company (“DTC”) and will be redeemed in accordance with the
procedures of DTC. On the redemption date, dividends will cease to
accrue, the Series F Preferred Stock and the Series F Depositary
Shares will no longer be outstanding and all rights with respect to
such stock and depositary shares will cease and terminate, except
the right to payment of the redemption price. Also upon redemption,
the Series F Depositary Shares will be delisted from trading on the
New York Stock Exchange.
Payment to DTC will be made by U.S. Bank National Association,
U.S. Bancorp’s redemption agent for the Series F Depositary Shares
on the first business day following the redemption date. Questions
regarding redemption of the Series F Depositary Shares or the
procedures therefor may be referred to U.S. Bank National
Association at 111 Fillmore Avenue East, St. Paul, MN 55107-1402,
Attention: Corporate Trust Services, Telephone No.: (800)
934-6802.
This news release does not constitute a notice of redemption
under the certificate of designations governing the Series F
Preferred Stock or the deposit agreement governing the Series F
Depositary Shares and is qualified in its entirety by reference to
the notice of redemption issued by U.S. Bancorp.
About U.S. Bancorp
U.S. Bancorp, with nearly 70,000 employees and $567 billion in
assets as of September 30, 2021, is the parent company of U.S. Bank
National Association. The Minneapolis-based company serves millions
of customers locally, nationally and globally through a diversified
mix of businesses: Consumer and Business Banking; Payment Services;
Corporate & Commercial Banking; and Wealth Management and
Investment Services. The company has been recognized for its
approach to digital innovation, social responsibility, and customer
service, including being named one of the 2021 World’s Most Ethical
Companies and Fortune’s most admired superregional bank. Learn more
at usbank.com/about.
Forward-looking statements
“Safe Harbor” Statement under the Private Securities Litigation
Reform Act of 1995:
This news release contains forward-looking statements about U.S.
Bancorp. Statements that are not historical or current facts,
including statements about beliefs and expectations, are
forward-looking statements and are based on the information
available to, and assumptions and estimates made by, management as
of the date hereof. The forward-looking statements contained in
this news release include, among other things, the anticipated
redemption by U.S. Bancorp of the Series F Preferred Stock and the
corresponding Series F Depositary Shares. There can be no assurance
that U.S. Bancorp will complete the redemption. These
forward-looking statements cover, among other things, anticipated
future revenue and expenses and the future plans and prospects of
U.S. Bancorp. Forward-looking statements involve inherent risks and
uncertainties, and important factors could cause actual results to
differ materially from those anticipated. The COVID-19 pandemic is
adversely affecting U.S. Bancorp, its customers, counterparties,
employees, and third-party service providers, and the ultimate
extent of the impacts on its business, financial position, results
of operations, liquidity, and prospects is uncertain. Continued
deterioration in general business and economic conditions or
turbulence in domestic or global financial markets could adversely
affect U.S. Bancorp’s revenues and the values of its assets and
liabilities, reduce the availability of funding to certain
financial institutions, lead to a tightening of credit, and
increase stock price volatility. In addition, changes to statutes,
regulations, or regulatory policies or practices could affect U.S.
Bancorp in substantial and unpredictable ways. U.S. Bancorp’s
results could also be adversely affected by changes in interest
rates; further increases in unemployment rates; deterioration in
the credit quality of its loan portfolios or in the value of the
collateral securing those loans; deterioration in the value of its
investment securities; legal and regulatory developments;
litigation; increased competition from both banks and non-banks;
civil unrest; changes in customer behavior and preferences;
breaches in data security, including as a result of work-from-home
arrangements; failures to safeguard personal information; effects
of mergers and acquisitions and related integration; effects of
critical accounting policies and judgments; and management’s
ability to effectively manage credit risk, market risk, operational
risk, compliance risk, strategic risk, interest rate risk,
liquidity risk and reputation risk. In addition, U.S. Bancorp’s
proposed acquisition of MUFG Union Bank, N.A. (“Union Bank”)
presents risks and uncertainties, including, among others: the risk
that the cost savings, any revenue synergies and other anticipated
benefits of the proposed acquisition may not be realized or may
take longer than anticipated to be realized; the risk that U.S.
Bancorp’s business could be disrupted as a result of the
announcement and pendency of the proposed acquisition and diversion
of management’s attention from ongoing business operations and
opportunities; the possibility that the proposed acquisition,
including the integration of Union Bank, may be more costly or
difficult to complete than anticipated; delays in closing the
proposed acquisition; and the failure of required governmental
approvals to be obtained or any other closing conditions in the
definitive purchase agreement to be satisfied.
For discussion of these and other risks that may cause actual
results to differ from expectations, refer to U.S. Bancorp’s Annual
Report on Form 10-K for the year ended December 31, 2020 (the
“Annual Report”), on file with the Securities and Exchange
Commission, including the sections entitled “Corporate Risk
Profile” and “Risk Factors” contained in Exhibit 13 to the Annual
Report, and all subsequent filings with the Securities and Exchange
Commission under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934. In addition, factors other than
these risks also could adversely affect U.S. Bancorp’s results, and
the reader should not consider these risks to be a complete set of
all potential risks or uncertainties. Forward-looking statements
speak only as of the date hereof, and U.S. Bancorp undertakes no
obligation to update them in light of new information or future
events.
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version on businesswire.com: https://www.businesswire.com/news/home/20211216006073/en/
Investor contact: Jennifer Thompson, U.S. Bancorp Investor
Relations jen.thompson@usbank.com, 612.303.0778, @usbank_news
Media contact: Jeff Shelman, U.S. Bancorp Public Affairs and
Communications jeffrey.shelman@usbank.com, 612.303.9933,
@usbank_news
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