8-KOther EventsExhibits & Filings

US BANCORP \DE\ 8-K Report, Corporate Update (May 10, 2010)

Filed May 10, 2010For Securities:USBUSB-PHUSB-PPUSB-PRUSB-PQUSB-PSUSB-PA

Summary

U.S. Bancorp (USB) filed an 8-K on May 10, 2010, to announce the commencement of an exchange offer. The company is offering to exchange up to 1,250,000 of its Depositary Shares, each representing an interest in its Series A Non-Cumulative Perpetual Preferred Stock, for any and all outstanding Trust Securities of USB Capital IX. This exchange offer aims to simplify the company's capital structure by allowing U.S. Bancorp to retire debt-like preferred securities and replace them with its own preferred stock. The underlying preferred stock is being registered under the Securities Act of 1933, indicating a formal process to facilitate this transaction. Investors holding the USB Capital IX Trust Securities are being given an opportunity to convert their holdings into U.S. Bancorp's own preferred equity.

Key Highlights

  • 1U.S. Bancorp is initiating an exchange offer for its Depositary Shares, representing Preferred Stock, on May 10, 2010.
  • 2The offer targets up to 1,250,000 Depositary Shares.
  • 3The exchange offer is for any and all outstanding 6.189% Fixed-to-Floating Rate Normal Income Trust Securities of USB Capital IX.
  • 4This move is designed to simplify the company's capital structure.
  • 5The underlying Preferred Stock is being registered under the Securities Act of 1933.
  • 6A press release detailing the exchange offer was issued and attached as an exhibit.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce U.S. Bancorp's commencement of an exchange offer, where they are offering to exchange their Depositary Shares (representing preferred stock) for outstanding Trust Securities from USB Capital IX.

Investors holding USB Capital IX Trust Securities are being offered U.S. Bancorp's Depositary Shares. Each Depositary Share represents a 1/100th interest in U.S. Bancorp's Series A Non-Cumulative Perpetual Preferred Stock.

The exchange offer involves up to 1,250,000 Depositary Shares of U.S. Bancorp, in exchange for any and all of the 1,250,000 outstanding Trust Securities of USB Capital IX.

This exchange offer is a strategic move by U.S. Bancorp to simplify its capital structure, likely by replacing debt-like preferred securities with its own equity-like preferred stock, potentially improving its financial flexibility and reporting.