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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
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13
OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: i February 1, 2021
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
| i 1-6880 | i 41-0255900 |
| (Commission file number) | (IRS Employer Identification No.) |
i Minneapolis, i Minnesota i 55402
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| i ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered |
| i Common Stock, $.01 par value per share | i USB | i New York Stock Exchange |
| i Depositary Shares (each representing 1/100th interest in a share of Series A Non-Cumulative Perpetual Preferred Stock, par value $1.00) | i USB PrA | i New York Stock Exchange |
| i Depositary Shares (each representing 1/1,000th interest in a share of Series B Non-Cumulative Perpetual Preferred Stock, par value $1.00) | i USB PrH | i New York Stock Exchange |
| i Depositary Shares (each representing 1/1,000th interest in a share of Series F Non-Cumulative Perpetual Preferred Stock, par value $1.00) | i USB PrM | i New York Stock Exchange |
| i Depositary Shares (each representing 1/1,000th interest in a share of Series K Non-Cumulative Perpetual Preferred Stock, par value $1.00) | i USB PrP | i New York Stock Exchange |
| i Depositary Shares (each representing 1/1,000th interest in a share of Series L Non-Cumulative Perpetual Preferred Stock, par value $1.00) | i USB PrQ | i New York Stock Exchange |
| i 0.850% Medium-Term Notes, Series X (Senior), due June 7, 2024 | i USB/24B | i New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| i ¨ | Emerging growth company |
| ¨ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
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Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 1, 2021, U.S. Bancorp, a Delaware corporation (the “Company”), filed a Certificate of Designations for the purpose of amending its Certificate of Incorporation to fix the designations, preferences, limitations and relative rights of its Series M Non-Cumulative Perpetual Preferred Stock, par value $1.00 per share and a liquidation preference of $25,000 per share (the “Preferred Stock”). A copy of the Certificate of Designations is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
Item 8.01. Other Events.
On February 2, 2021, the Company closed the sale of 30,000,000 depositary shares (the “Depositary Shares”), with each Depositary Share representing ownership of 1/1,000th of a share of the Company’s Preferred Stock, which were registered pursuant to a registration statement on Form S-3 (SEC File No. 333-237082), which was automatically effective on March 11, 2020 (the “Registration Statement”). The following documents are being filed with this report on Form 8-K and shall be incorporated by reference into the Registration Statement: (i) Underwriting Agreement, dated January 26, 2021, between the Company and 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 and TD Securities (USA) LLC, as representatives of the underwriters named in Schedule I thereto, which incorporates by reference the U.S. Bancorp Underwriting Agreement Standard Provisions (Preferred Stock, Which May Be Represented by Depositary Shares) (January 26, 2021); (ii) Certificate of Designations of the Company filed with the Delaware Secretary of State on February 1, 2021; (iii) form of certificate representing the Company’s Preferred Stock; (iv) Deposit Agreement, dated February 2, 2021, among U.S. Bancorp, U.S. Bank National Association and the holders from time to time of the depositary receipts described therein; (v) form of depositary receipt representing the Depositary Shares; and (vi) validity opinion with respect to the Depositary Shares and the Preferred Stock.
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Item 9.01. Financial Statements and Exhibits.
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3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| U.S. BANCORP | ||
| Date: February 2, 2021 | By: | /s/ James L. Chosy |
| Name: | James L. Chosy | |
| Title: | Senior Executive Vice President and General Counsel | |
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| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 6/7/24 | ||||
| Filed on: | 2/2/21 | 8-A12B, CERT | ||
| For Period end: | 2/1/21 | SC 13G/A | ||
| 1/26/21 | 4, 424B3, FWP | |||
| 3/11/20 | 424B5, 8-K, S-3ASR | |||
| 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 |