What was the primary purpose of this 8-K filing?

The primary purpose of this 8-K filing was to report the closing of the sale of 20,000,000 Depositary Shares representing US BancORP's Series D Non-Cumulative Perpetual Preferred Stock and the entry into a related Replacement Capital Covenant.

What are Depositary Shares and what do they represent?

Depositary Shares are securities that represent an ownership interest in a corporation's preferred stock. In this case, each Depositary Share represents 1/1,000th of a share of US BancORP's Series D Non-Cumulative Perpetual Preferred Stock.

What is a Replacement Capital Covenant (RCC) and how does it affect investors?

A Replacement Capital Covenant (RCC) is an agreement that restricts the issuer's ability to redeem or repurchase certain preferred stock unless it is funded by the proceeds from issuing specific qualified securities. For debtholders, it provides an assurance that the company will not use proceeds from other sources to prematurely retire this preferred stock, thereby maintaining capital structure support. For holders of the Series D Preferred Stock, it limits potential redemption flexibility unless specific conditions are met.

What are the key terms of the Series D Non-Cumulative Perpetual Preferred Stock?

The Series D Non-Cumulative Perpetual Preferred Stock has a par value of $1.00 per share and a liquidation preference of $25,000 per share. The specific dividend rate and other relative rights and preferences are detailed in the Certificate of Designations filed with this report.

US BANCORP \DE\ 8-K: Corporate Changes

Summary

US BancORP (USB) filed an 8-K on March 17, 2008, primarily to report on the issuance of new preferred stock and a related capital covenant. On March 12, 2008, the company amended its Certificate of Incorporation to establish the terms for Series D Non-Cumulative Perpetual Preferred Stock. This was followed by the closing of the sale of 20,000,000 Depositary Shares representing this preferred stock on March 17, 2008, pursuant to an underwriting agreement with Merrill Lynch and Lehman Brothers. In conjunction with the stock issuance, US BancORP entered into a Replacement Capital Covenant (RCC). This covenant restricts the company's ability to redeem or repurchase the newly issued preferred stock unless funded by the issuance of qualified securities, providing a layer of protection for debtholders. These actions indicate a capital-raising initiative by the company.

Key Highlights

1US BancORP closed the sale of 20,000,000 Depositary Shares representing Series D Non-Cumulative Perpetual Preferred Stock on March 17, 2008.
2The Series D Preferred Stock has a liquidation preference of $25,000 per share.
3The issuance was underwritten by Merrill Lynch, Pierce, Fenner & Smith Incorporated and Lehman Brothers Inc.
4On March 12, 2008, the company filed a Certificate of Designations to define the terms of the Series D Preferred Stock.
5US BancORP entered into a Replacement Capital Covenant (RCC) on March 17, 2008.
6The RCC restricts the redemption or repurchase of the preferred stock unless funded by qualified securities.
7The filing includes the Underwriting Agreement, Certificate of Designations, Deposit Agreement, and the Replacement Capital Covenant as exhibits.

US BANCORP \DE\ 8-K Report, Bylaw Amendment (Mar 18, 2008)

Summary

Key Highlights

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