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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/02/21 US Bancorp/DE 8-K:3,5,8,9 2/01/21 17:865K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 48K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 41K 3: EX-1.2 Underwriting Agreement or Conflict Minerals Report HTML 115K 4: EX-4.1 Instrument Defining the Rights of Security Holders HTML 46K 5: EX-4.2 Instrument Defining the Rights of Security Holders HTML 17K 6: EX-4.3 Instrument Defining the Rights of Security Holders HTML 115K 7: EX-5.1 Opinion of Counsel re: Legality HTML 19K 13: R1 Cover HTML 66K 15: XML IDEA XML File -- Filing Summary XML 14K 12: XML XBRL Instance -- tm214004d4_8k_htm XML 33K 14: EXCEL IDEA Workbook of Financial Reports XLSX 6K 9: EX-101.DEF XBRL Definitions -- usb-20210201_def XML 80K 10: EX-101.LAB XBRL Labels -- usb-20210201_lab XML 111K 11: EX-101.PRE XBRL Presentations -- usb-20210201_pre XML 77K 8: EX-101.SCH XBRL Schema -- usb-20210201 XSD 15K 16: JSON XBRL Instance as JSON Data -- MetaLinks 28± 37K 17: ZIP XBRL Zipped Folder -- 0001104659-21-010506-xbrl Zip 89K
Exhibit 1.1
Execution Version
U.S. Bancorp
800 Nicollet Mall
BC-MN-H18T
Ladies and Gentlemen:
We (the “Representatives”) understand that U.S. Bancorp, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I (the “Underwriters”) an aggregate of 30,000,000 Depositary Shares (the “Offered Securities” and each a “Offered Security”), each representing 1/1000th of a share of the Company’s 4.000% Series M Non-Cumulative Perpetual Preferred Stock, $1.00 par value, with a liquidation preference of $25,000 per share (the “Preferred Stock”). The Preferred Stock, when issued, will be deposited against delivery of Depositary Receipts (the “Depositary Receipts”), which will evidence the Depositary Shares, that are to be issued by U.S. Bank National Association (the “Depositary”) under the Deposit Agreement, to be dated as of February 2, 2021, among the Company, the Depositary and the holders from time to time of the Depositary Receipts issued hereunder.
Subject to the terms and conditions set forth herein and incorporated by reference herein, the Company hereby agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase, the numbers of the Offered Securities set forth opposite the name of such Underwriter at a purchase price of $24.75 per Offered Security (in the case of Offered Securities sold to institutional investors) or at a purchase price of $24.2125 per Offered Security (in the case of Offered Securities sold to retail investors) (the “Purchase Price”).
The Offered Securities shall have the terms that are further described in the Preliminary Prospectus and the term sheet specified in Schedule II hereto.
Except as otherwise provided herein, all the provisions contained in the document entitled “U.S. Bancorp Underwriting Agreement Standard Provisions (Preferred Stock, Which May Be Represented by Depositary Shares) (January 26, 2021)” (the “Standard Underwriting Agreement”) are herein incorporated by reference in their entirety and shall be deemed to be a part of this Underwriting Agreement to the same extent as if such provisions had been set forth in full herein. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Standard Underwriting Agreement.
C:
Execution Version
In addition, in consideration of the agreements of the Underwriters contained in this Underwriting Agreement and the Standard Underwriting Agreement, the Company covenants that, during a period of 30 days from the date of the Prospectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any Preferred Shares or Depositary Shares, any securities that are substantially similar to the Preferred Shares or the Depositary Shares, or any securities convertible into or exercisable or exchangeable for Preferred Shares, Depositary Shares or substantially similar securities, or file any registration statement under the Securities Act with respect to any of the foregoing, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of Preferred Shares or Depositary Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Preferred Shares or Depositary Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to the Preferred Shares and Depositary Shares to be sold hereunder.
For the purposes of this Underwriting Agreement only, the “Applicable Time” is 6:05 P.M. (New York City time) on the date of this Underwriting Agreement.
For purposes of this Underwriting Agreement only, the term “Underwriters’ Counsel” as used in the Standard Underwriting Agreement shall mean Sidley Austin LLP.
The Offered Securities purchased by each Underwriter shall be delivered by or on behalf of the Company to the Representatives for the account of such Underwriter, against payment by such Underwriter or on its behalf of the Purchase Price therefor in federal (same day) funds, at 10:00 A.M. (New York City time) on February 2, 2021 at the office of Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019, or at such other place and time as the Representatives and the Company may agree upon in writing.
This Underwriting Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same document. Delivery of this Underwriting Agreement by one party to the other may be made by facsimile, electronic mail for other transmission method as permitted by applicable law, and the parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. A party’s electronic signature (complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) of this Underwriting Agreement shall have the same validity and effect as a signature affixed by the party’s hand.
[Signature Pages Follow]
C:
Please confirm your agreement by having an authorized officer sign a copy of this Underwriting Agreement in the space set forth below and returning the signed copy to us.
MORGAN STANLEY & CO. LLC
U.S. BANCORP INVESTMENTS, INC.
BOFA SECURITIES, INC.
RBC CAPITAL MARKETS, LLC
UBS SECURITIES LLC
WELLS FARGO SECURITIES, LLC
GOLDMAN SACHS & CO. LLC
J.P. MORGAN SECURITIES LLC
TD SECURITIES (USA) LLC
Acting severally on behalf of
themselves and
as representatives of the several Underwriters
named in Schedule I annexed hereto.
| By: | MORGAN STANLEY & CO. LLC | ||
| By: | /s/ Yurij Slyz | ||
| Name: Yurij Slyz | |||
| Title: Executive Director | |||
[Signature Page to Underwriting Agreement]
C:
Please confirm your agreement by having an authorized officer sign a copy of this Underwriting Agreement in the space set forth below and returning the signed copy to us.
MORGAN STANLEY & CO. LLC
U.S. BANCORP INVESTMENTS, INC.
BOFA SECURITIES, INC.
RBC CAPITAL MARKETS, LLC
UBS SECURITIES LLC
WELLS FARGO SECURITIES, LLC
GOLDMAN SACHS & CO. LLC
J.P. MORGAN SECURITIES LLC
TD SECURITIES (USA) LLC
Acting severally on behalf of
themselves and
as representatives of the several Underwriters
named in Schedule I annexed hereto.
| By: | U.S. BANCORP INVESTMENTS, INC. | ||
| By: | /s/ Kyle Stegemeyer | ||
| Name: Kyle Stegemeyer | |||
| Title: Managing Director | |||
[Signature Page to Underwriting Agreement]
C:
Please confirm your agreement by having an authorized officer sign a copy of this Underwriting Agreement in the space set forth below and returning the signed copy to us.
MORGAN STANLEY & CO. LLC
U.S. BANCORP INVESTMENTS, INC.
BOFA SECURITIES, INC.
RBC CAPITAL MARKETS, LLC
UBS SECURITIES LLC
WELLS FARGO SECURITIES, LLC
GOLDMAN SACHS & CO. LLC
J.P. MORGAN SECURITIES LLC
TD SECURITIES (USA) LLC
Acting severally on behalf of
themselves and
as representatives of the several Underwriters
named in Schedule I annexed hereto.
| By: | BOFA SECURITIES, INC. | ||
| By: | /s/ Pankaj Vasudev | ||
| Name: Pankaj Vasudev | |||
| Title: Managing Director | |||
[Signature Page to Underwriting Agreement]
C:
Please confirm your agreement by having an authorized officer sign a copy of this Underwriting Agreement in the space set forth below and returning the signed copy to us.
MORGAN STANLEY & CO. LLC
U.S. BANCORP INVESTMENTS, INC.
BOFA SECURITIES, INC.
RBC CAPITAL MARKETS, LLC
UBS SECURITIES LLC
WELLS FARGO SECURITIES, LLC
GOLDMAN SACHS & CO. LLC
J.P. MORGAN SECURITIES LLC
TD SECURITIES (USA) LLC
Acting severally on behalf of
themselves and
as representatives of the several Underwriters
named in Schedule I annexed hereto.
| By: | RBC CAPITAL MARKETS, LLC | ||
| By: | /s/ Scott G. Primrose | ||
| Name: Scott G. Primrose | |||
| Title: Authorized Signatory | |||
[Signature Page to Underwriting Agreement]
C:
Please confirm your agreement by having an authorized officer sign a copy of this Underwriting Agreement in the space set forth below and returning the signed copy to us.
MORGAN STANLEY & CO. LLC
U.S. BANCORP INVESTMENTS, INC.
BOFA SECURITIES, INC.
RBC CAPITAL MARKETS, LLC
UBS SECURITIES LLC
WELLS FARGO SECURITIES, LLC
GOLDMAN SACHS & CO. LLC
J.P. MORGAN SECURITIES LLC
TD SECURITIES (USA) LLC
Acting severally on behalf of
themselves and
as representatives of the several Underwriters
named in Schedule I annexed hereto.
| By: | UBS SECURITIES LLC | ||
| By: | /s/ Sam Reinhart | ||
| Name: Sam Reinhart | |||
| Title: Managing Director | |||
|
|||
| By: | /s/ James Anderson | ||
| Name: James Anderson | |||
| Title: Executive Director | |||
[Signature Page to Underwriting Agreement]
C:
Please confirm your agreement by having an authorized officer sign a copy of this Underwriting Agreement in the space set forth below and returning the signed copy to us.
MORGAN STANLEY & CO. LLC
U.S. BANCORP INVESTMENTS, INC.
BOFA SECURITIES, INC.
RBC CAPITAL MARKETS, LLC
UBS SECURITIES LLC
WELLS FARGO SECURITIES, LLC
GOLDMAN SACHS & CO. LLC
J.P. MORGAN SECURITIES LLC
TD SECURITIES (USA) LLC
Acting severally on behalf of
themselves and
as representatives of the several Underwriters
named in Schedule I annexed hereto.
| By: | WELLS FARGO SECURITIES, LLC | ||
| By: | /s/ Carolyn Hurley | ||
| Name: Carolyn Hurley | |||
| Title: Director | |||
[Signature Page to Underwriting Agreement]
C:
Please confirm your agreement by having an authorized officer sign a copy of this Underwriting Agreement in the space set forth below and returning the signed copy to us.
MORGAN STANLEY & CO. LLC
U.S. BANCORP INVESTMENTS, INC.
BOFA SECURITIES, INC.
RBC CAPITAL MARKETS, LLC
UBS SECURITIES LLC
WELLS FARGO SECURITIES, LLC
GOLDMAN SACHS & CO. LLC
J.P. MORGAN SECURITIES LLC
TD SECURITIES (USA) LLC
Acting severally on behalf of
themselves and
as representatives of the several Underwriters
named in Schedule I annexed hereto.
| By: | GOLDMAN SACHS & CO. LLC | ||
| By: | /s/ Adam T. Greene | ||
| Name: Adam T. Greene | |||
| Title: Managing Director | |||
[Signature Page to Underwriting Agreement]
C:
Please confirm your agreement by having an authorized officer sign a copy of this Underwriting Agreement in the space set forth below and returning the signed copy to us.
MORGAN STANLEY & CO. LLC
U.S. BANCORP INVESTMENTS, INC.
BOFA SECURITIES, INC.
RBC CAPITAL MARKETS, LLC
UBS SECURITIES LLC
WELLS FARGO SECURITIES, LLC
GOLDMAN SACHS & CO. LLC
J.P. MORGAN SECURITIES LLC
TD SECURITIES (USA) LLC
Acting severally on behalf of
themselves and
as representatives of the several Underwriters
named in Schedule I annexed hereto.
| By: | J.P. MORGAN SECURITIES LLC | ||
| By: | /s/ Stephen L. Sheiner | ||
| Name: Stephen L. Sheiner | |||
| Title: Executive Director | |||
[Signature Page to Underwriting Agreement]
C:
Please confirm your agreement by having an authorized officer sign a copy of this Underwriting Agreement in the space set forth below and returning the signed copy to us.
MORGAN STANLEY & CO. LLC
U.S. BANCORP INVESTMENTS, INC.
BOFA SECURITIES, INC.
RBC CAPITAL MARKETS, LLC
UBS SECURITIES LLC
WELLS FARGO SECURITIES, LLC
GOLDMAN SACHS & CO. LLC
J.P. MORGAN SECURITIES LLC
TD SECURITIES (USA) LLC
Acting severally on behalf of
themselves and
as representatives of the several Underwriters
named in Schedule I annexed hereto.
| By: | TD SECURITIES (USA) LLC | ||
| By: | /s/ Luiz Lanfredi | ||
| Name: Luiz Lanfredi | |||
| Title: Director | |||
[Signature Page to Underwriting Agreement]
C:
Accepted by:
| U.S. BANCORP | |||
| By: | /s/ John Stern | ||
| Name: John Stern | |||
| Title: Treasurer | |||
[Signature Page to Underwriting Agreement]
C:
SCHEDULE I
| Underwriters’ Commitment to Purchase Offered Securities | ||||
| Morgan Stanley& Co. LLC | 3,600,000 | |||
| U.S. Bancorp Investments,Inc. | 3,600,000 | |||
| BofA Securities,Inc. | 3,600,000 | |||
| RBC Capital Markets, LLC | 3,600,000 | |||
| UBS Securities LLC | 3,600,000 | |||
| Wells Fargo Securities, LLC | 3,600,000 | |||
| Goldman Sachs& Co. LLC | 2,100,000 | |||
| J.P. Morgan Securities LLC | 2,100,000 | |||
| TD Securities (USA) LLC | 2,100,000 | |||
| Citigroup Global Markets Inc. | 450,000 | |||
| Incapital LLC | 450,000 | |||
| Academy Securities,Inc. | 150,000 | |||
| AmeriVet Securities,Inc. | 150,000 | |||
| Blaylock Van, LLC | 150,000 | |||
| Cabrera Capital Markets LLC | 150,000 | |||
| Drexel Hamilton, LLC | 150,000 | |||
| Great Pacific Securities | 150,000 | |||
| R. Seelaus& Co., LLC | 150,000 | |||
| Siebert Williams Shank& Co., LLC | 150,000 | |||
| Total | 30,000,000 | |||
C:
SCHEDULE II
Final Term Sheet, dated January 26, 2021.
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/2/21 | 8-A12B, CERT | ||
| For Period end: | 2/1/21 | SC 13G/A | ||
| 1/26/21 | 4, 424B3, FWP | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/02/21 U.S. Bancorp 8-A12B 1:16K Toppan Merrill/FA |