Summary
This Form 8-K filing by U.S. Bancorp (USB) on October 27, 2020, primarily details the closing of a new preferred stock issuance. Specifically, the company completed the sale of 20,000,000 depositary shares, each representing a 1/1000th interest in a share of Series L Non-Cumulative Perpetual Preferred Stock. This action amends the company's Certificate of Incorporation to establish the terms of this new preferred stock series. This issuance is a capital-raising event designed to strengthen the company's financial position. Investors in these depositary shares are acquiring a specific class of preferred equity with defined preferences and liquidation rights, separate from common stock. The filing incorporates several key documents, including the underwriting agreement, the certificate of designations for the preferred stock, and the deposit agreement governing the depositary shares.
Key Highlights
- 1U.S. Bancorp closed the sale of 20,000,000 depositary shares on October 27, 2020.
- 2Each depositary share represents a 1/1000th interest in a share of Series L Non-Cumulative Perpetual Preferred Stock.
- 3The company amended its Certificate of Incorporation to establish the Series L Non-Cumulative Perpetual Preferred Stock.
- 4The preferred stock has a par value of $1.00 per share and a liquidation preference of $25,000 per share.
- 5The issuance was conducted under a previously effective Form S-3 registration statement.
- 6Key agreements related to the offering, including the Underwriting Agreement and Deposit Agreement, are filed as exhibits.