UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 8.01. Other Events.
On March 11, 2020, U.S. Bancorp (the “Company”) established a medium-term note program pursuant to which the Company may issue from time to time its Medium-Term Notes, Series AA (Senior) (the “Series AA Notes”), and Medium-Term Notes, Series BB (Subordinated) (the “Series BB Notes” and, together with the Series AA Notes, the “Notes”).
The Series AA Notes are issuable under that certain Indenture, dated as of October 1, 1991, as amended by a First Supplemental Indenture, dated as of April 21, 2017, between the Company and Citibank, N.A., as trustee, as supplemented by an Officers’ Certificate and Company Order, dated as of March 11, 2020, establishing the forms and certain terms of the Series AA Notes.
The Series BB Notes are issuable under that certain Indenture, dated as of October 1, 1991, as amended by a First Supplemental Indenture, dated as of April 1, 1993, and a Second Supplemental Indenture, dated as of April 21, 2017, between the Company and Citibank, N.A., as trustee, as supplemented by an Officers’ Certificate and Company Order, dated as of March 11, 2020, establishing the forms and certain terms of the Series AA Notes.
The offering of the Notes has been registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File No. 333-237082).
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
1.1 | Distribution Agreement, dated as of March 11, 2020, between the Company and U.S. Bancorp Investments, Inc. and the other Agents named on Schedule A thereto. |
4.1 | Officers’ Certificate and Company Order, dated as of March 11, 2020, establishing the forms and certain terms of the Medium-Term Notes, Series AA (Senior) (excluding exhibits thereto). |
4.2 | Officers’ Certificate and Company Order, dated as of March 11, 2020, establishing the forms and certain terms of the Medium-Term Notes, Series BB (Subordinated) (excluding exhibits thereto). |
4.3 | Specimen Notes: |
(a) | Form of Global Fixed Rate Note, Series AA (Senior). |
(b) | Form of Global Floating Rate Note, Series AA (Senior). |
(c) | Form of Global Original Issue Discount Zero Coupon Note, Series AA (Senior). |
(d) | Form of Global Original Issue Discount Fixed Rate Note, Series AA (Senior). |
(e) | Form of Master Global Note, Series AA (Senior). |
(f) | Form of Global Fixed Rate Note, Series BB (Subordinated). |
(g) | Form of Global Floating Rate Note, Series BB (Subordinated). |
(h) | Form of Global Original Issue Discount Zero Coupon Note, Series BB (Subordinated). |
(i) | Form of Global Original Issue Discount Fixed Rate Note, Series BB (Subordinated). |
(j) | Form of Master Global Note, Series BB (Subordinated). |
5.1 | Opinion of Mayer Brown LLP. |
23.1 | Consent of Mayer Brown LLP (included in Exhibit 5.1). |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
U.S. BANCORP | ||
Date: March 11, 2020 | By: | /s/ James L. Chosy |
James L. Chosy | ||
Senior Executive Vice President and General Counsel |