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 October 26, 2020, 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 L 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 October 27, 2020, the Company closed the sale of 20,000,000 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 October 20, 2020, between the Company and
Morgan Stanley & Co. LLC, U.S. Bancorp Investments, Inc., BofA Securities, Inc.,
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)
(October 20, 2020); (ii) Certificate of Designations of the Company, dated
October 26, 2020; (iii) form of certificate representing the Company's Preferred
Stock; (iv) Deposit Agreement, dated October 27, 2020, 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) Exhibits.
1.1 Underwriting Agreement, dated October 20, 2020, between the Company and
Morgan Stanley & Co. LLC, U.S. Bancorp Investments, Inc., BofA
Securities, Inc., RBC Capital Markets, LLC, UBS Securities LLC and Wells
Fargo Securities, LLC, as representatives of the underwriters named in
Schedule I thereto.
1.2 U.S. Bancorp Underwriting Agreement Standard Provisions (Preferred
Stock, Which May Be Represented by Depositary Shares) (October 20,
2020).
4.1 Certificate of Designations of U.S. Bancorp with respect to Series L
Non-Cumulative Perpetual Preferred Stock, dated October 26, 2020.
4.2 Form of certificate representing the Series L Non-Cumulative Perpetual
Preferred Stock.
4.3 Deposit Agreement, dated October 27, 2020, among 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).
5.1 Validity opinion of Mayer Brown LLP.
23.1 Consent of Mayer Brown LLP (included as part of Exhibit 5.1).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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