8-KCorporate ChangesOther EventsExhibits & Filings

US BANCORP \DE\ 8-K Report, Bylaw Amendment (Jan 23, 2012)

Filed January 23, 2012For Securities:USBUSB-PHUSB-PPUSB-PRUSB-PQUSB-PSUSB-PA

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.

Frequently Asked Questions

The main purpose of this 8-K filing is to report on U.S. Bancorp's significant capital structure adjustments, specifically the closing of a preferred stock offering and the planned redemption of certain trust preferred securities.

The Series F Non-Cumulative Perpetual Preferred Stock is a new class of preferred stock issued by U.S. Bancorp. The Depositary Shares represent ownership of a fraction of a share of this preferred stock, making it easier to trade and hold.

The trust preferred securities are being redeemed because they no longer qualify as Tier 1 capital under updated regulatory guidelines. The company is replacing this capital with equity from the new preferred stock issuance.

U.S. Bancorp is redeeming $875 million in trust preferred securities and has closed the sale of its Series F Preferred Stock, represented by 44,000,000 Depositary Shares. The proceeds from the stock sale are being used to fund the redemption.