U.S. BANCORP (NYSE:USB) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On February8, 2017, 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
SeriesJ 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 Exhibit4.1 and is incorporated herein by
reference.
Item 8.01. Other Events.
On February13, 2017, the Company closed the sale of 1,000,000
depositary shares (the Depositary Shares), with each Depositary
Share representing ownership of 1/25th of a share of the Companys
Preferred Stock, which were registered to a registration
statement on FormS-3 (SEC File No.333-195373), which was
automatically effective on April18, 2014 (the Registration
Statement). The following documents are being filed with this
report on Form8-K and shall be incorporated by reference into the
Registration Statement: (i)Underwriting Agreement, dated
February2, 2017, between the Company and U.S. Bancorp
Investments,Inc., Barclays Capital Inc. and Morgan Stanley Co.
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 MayBe Represented by Depositary Shares) (February2, 2017);
(ii)Certificate of Designations of the Company, dated as of
February8, 2017; (iii)form of certificate representing the
Companys Preferred Stock; (iv)Deposit Agreement, dated as of
February13, 2017, 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; and
(vi)validity opinion with respect to the Depositary Shares and
the Preferred Stock.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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1.1 |
Underwriting Agreement, dated February2, 2017, between the |
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1.2 |
U.S. Bancorp Underwriting Agreement Standard Provisions |
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4.1 |
Certificate of Designations of U.S. Bancorp with respect to |
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4.2 |
Formof certificate representing the SeriesJ Non-Cumulative |
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4.3 |
Deposit Agreement, dated as of February13, 2017, among U.S. |
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4.4 |
Formof Depositary Receipt (included as part of Exhibit4.3). |
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5.1 |
Validity opinion of Squire Patton Boggs (US) LLP. |
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23.1 |
Consent of Squire Patton Boggs (US) LLP (included as part |
About U.S. BANCORP (NYSE:USB)
U.S. Bancorp is a multi-state financial services holding company. The Company’s banking subsidiary, U.S. Bank National Association, is engaged in the general banking business in domestic markets. It provides a range of financial services, including lending and depository services, cash management, capital markets, and trust and investment management services. It also engages in credit card services, merchant and automated teller machines (ATMs) processing, mortgage banking, insurance, brokerage and leasing. U.S. Bank National Association provides a range of products and services to individuals, businesses, institutional organizations, governmental entities and other financial institutions. Its lending services include traditional credit products, as well as credit card services, leasing financing and import/export trade, asset-backed lending and agricultural finance. Its depository services include checking accounts, savings accounts and time certificate contracts. U.S. BANCORP (NYSE:USB) Recent Trading Information
U.S. BANCORP (NYSE:USB) closed its last trading session up +0.52 at 54.13 with 5,709,752 shares trading hands.
