Summary
U.S. Bancorp (USB) filed an 8-K on January 23, 2012, detailing significant capital structure adjustments. The company announced the closure of a sale for 44,000,000 Depositary Shares, each representing a portion of its Series F Non-Cumulative Perpetual Preferred Stock. This issuance, valued at $25,000 per share of preferred stock, was registered under a previously effective Form S-3. Furthermore, U.S. Bancorp is proceeding with the redemption of two series of trust preferred securities, totaling $875 million, on February 22, 2012. These redemptions are a strategic move to improve regulatory capital under new guidelines and are being funded by the proceeds from the preferred stock sale. This proactive capital management signals the company's efforts to strengthen its financial position and comply with evolving regulatory requirements.
Key Highlights
- 1U.S. Bancorp successfully closed the sale of 44,000,000 Depositary Shares representing Series F Non-Cumulative Perpetual Preferred Stock.
- 2The Series F Preferred Stock has a liquidation preference of $25,000 per share.
- 3The company is redeeming $875 million in trust preferred securities (USB Capital VIII and USB Capital X) on February 22, 2012.
- 4The redemption of trust preferred securities is due to them no longer qualifying as Tier 1 capital under new regulatory guidelines.
- 5Proceeds from the preferred stock sale will fund the redemption of the trust preferred securities.
- 6The redemptions are in line with U.S. Bancorp's capital plan submitted to the Federal Reserve Board.
- 7This filing includes details on the Underwriting Agreement, Certificate of Designations for the preferred stock, and the Deposit Agreement for the Depositary Shares.