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| USB > SEC Filings for USB > Form 8-K on 20-Apr-2012 | All Recent SEC Filings |
20-Apr-2012
Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Fi
On April 18, 2012, 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 G 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.
On April 20, 2012, the Company closed the sale of 43,400,000 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. 333-173636) which was automatically
effective on April 21, 2011 (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
April 17, 2012, among the Company and Morgan Stanley & Co. LLC, Goldman, Sachs &
Co., and U.S. Bancorp Investments, Inc., as representatives of the underwriters,
which incorporates by reference the U.S. Bancorp Underwriting Agreement Standard
Provisions (Preferred Stock, Which May Be Represented by Depositary Shares)
(April 17, 2012); (ii) Certificate of Designations of the Company dated
April 18, 2012; (iii) Deposit Agreement dated April 20, 2012 between U.S.
Bancorp and U.S. Bank National Association and the holders from time to time of
the Depositary Receipts described therein; (iv) form of Depositary Receipt; and
(v) validity opinion with respect to the Depositary Shares and the Preferred
Stock.
On April 20, 2012, in connection with the closing of the sale of Depositary Shares referenced above, the Company entered into a Replacement Capital Covenant (the "RCC"), whereby the Company agreed for the benefit of certain of its debtholders named therein that it would not redeem or repurchase shares of Preferred Stock, unless such repurchases or redemptions are made from the proceeds of the issuance of certain qualified securities and pursuant to the other terms and conditions set forth in the RCC. A copy of the RCC is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
(d) Exhibits.
1.1 Underwriting Agreement, dated April 17, 2012, among the Company and Morgan Stanley & Co. LLC, Goldman, Sachs & Co., and U.S. Bancorp Investments, Inc. as representatives of the underwriters named therein.
1.2 U.S. Bancorp Underwriting Agreement Standard Provisions (Preferred Stock, Which May Be Represented by Depositary Shares) (April 17, 2012).
4.1 Certificate of Designations of U.S. Bancorp with respect to Series G Non-Cumulative Perpetual Preferred Stock dated April 18, 2012.
4.2 Form of certificate representing the Series G Non-Cumulative Perpetual Preferred Stock.
4.3 Deposit Agreement dated April 20, 2012 between U.S. Bancorp, U.S. Bank National Association and the holders from time to time of the Depositary Receipts described therein.
4.4 Form of Depositary Receipt (included as part of Exhibit 4.3).
23.1 Consent of Squire Sanders (US) LLP (included as part of Exhibit 5.1).
99.1 Replacement Capital Covenant of U.S. Bancorp, dated April 20, 2012.
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