Summary
U.S. Bancorp (USB) filed an 8-K on November 23, 2015, reporting key corporate actions related to its capital structure. The primary event discussed is the amendment to its Certificate of Incorporation to establish the terms of its Series I Non-Cumulative Perpetual Preferred Stock. This filing also details the closing of the sale of 750,000 Depositary Shares, each representing a fraction of this newly designated preferred stock. This offering of preferred stock, conducted under a previously effective registration statement, aimed to raise capital for the company. Investors interested in USB should note the characteristics of this preferred stock, including its non-cumulative dividend feature and the liquidation preference. The company has provided extensive documentation including underwriting agreements, deposit agreements, and legal opinions related to this issuance.
Key Highlights
- 1U.S. Bancorp amended its Certificate of Incorporation to establish the Series I Non-Cumulative Perpetual Preferred Stock.
- 2The company closed the sale of 750,000 Depositary Shares, each representing 1/25th of a share of the Series I Preferred Stock.
- 3This preferred stock issuance was registered under a Form S-3 registration statement filed earlier with the SEC.
- 4The filing includes details on the Underwriting Agreement dated November 16, 2015, involving U.S. Bancorp Investments, Inc., Barclays Capital Inc., and Morgan Stanley & Co. LLC.
- 5Key documents such as the Certificate of Designations, Deposit Agreement, and forms of stock certificates and depositary receipts are incorporated by reference.
- 6The Series I Preferred Stock has a par value of $1.00 and a liquidation preference of $25,000 per share.
- 7The issuance was subject to legal opinions from Squire Patton Boggs (US) LLP.