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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Introductory Note
As previously disclosed, on December 1, 2022, U.S. Bancorp (the “Company”) completed the acquisition of MUFG Union Bank, N.A.’s (“MUB”) core regional banking franchise from Mitsubishi UFJ Financial Group, Inc. (the “Acquisition”). Pursuant to the terms of the previously announced Share Purchase Agreement, dated as of September 21, 2021 (as amended by Amendment No. 1 to the Share Purchase Agreement, dated as of May 10, 2022, the “Purchase Agreement”), among the Company, Mitsubishi UFJ Financial Group, Inc. and MUFG Americas Holdings Corporation (“MUAH”), a wholly owned subsidiary of Mitsubishi UFJ Financial Group, Inc., the Company purchased from MUAH all the issued and outstanding shares of common stock of MUB for a purchase price consisting of $5.5 billion in cash, subject to certain customary adjustments, and 44,374,155 shares of common stock of the Company (the “Stock Consideration”). Under the terms of the Purchase Agreement, the Company also received upon the completion of the Acquisition additional MUB cash of $3.5 billion, which the Company is required to repay to MUAH on or prior to the fifth anniversary date of the completion of the Acquisition (the “Cash Repayment Obligation”).
ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
A&R Registration Rights Agreement
Upon the closing of the Acquisition and in connection with the issuance of the Stock Consideration, the Company and MUFG Bank, Ltd. entered into a Registration Rights Agreement, dated December 1, 2022 (the “Existing Registration Rights Agreement”), a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 1, 2022. On August 3, 2023, the Company and MUFG Bank, Ltd. amended and restated the Existing Registration Rights Agreement (as amended, the “A&R Registration Rights Agreement”) to cover the shares of the Company issued to MUFG Bank, Ltd. in the Stock Issuance (as defined below) on the same terms as applicable to the Stock Consideration (collectively, the “Covered Shares”). Under the A&R Registration Rights Agreement, the Company agreed that it will use its reasonable best efforts to keep its existing registration statement filed on Form S-3 (“Existing Registration Statement”) continuously effective and, at the request of holders of the Covered Shares and subject to certain conditions, to facilitate a takedown of registerable securities off of the Existing Registration Statement by preparing and filing with the SEC a prospectus supplement to the Existing Registration Statement. The foregoing description of the A&R Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.1 hereto and is hereby incorporated into this report by reference
ITEM 3.02 | UNREGISTERED SALE OF EQUITY SECURITIES. |
On August 3, 2023, the Company issued 24,000,000 shares of common stock of the Company, par value $0.01 per share, to MUFG Bank, Ltd., an affiliate of MUAH, for an aggregate purchase price of $936 million (“Stock Issuance”). The Stock Issuance is being made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended, provided in Section 4(a)(2) thereof, as the Stock Issuance did not involve any public offering.
On August 3, 2023, the Company utilized the proceeds from the Stock Issuance to repay MUAH $936 million to satisfy, in part, the Cash Repayment Obligation (the “Debt/Equity Conversion”). After the Debt/Equity Conversion, the Company had a remaining Cash Repayment Obligation of $2.564 billion.
As a result of the Stock Issuance, the Company had 1,556,965,462 shares of common stock issued and outstanding on August 3, 2023.
ITEM 8.01 | OTHER EVENTS. |
On August 2, 2023, the Company issued a press release announcing the Debt/Equity Conversion. A copy of the press release is attached as Exhibit 99.1 to the Current Report on Form 8-K.
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
10.1 | Amended and Restated Registration Rights Agreement, dated as of August 3, 2023, by and between U.S. Bancorp and MUFG Bank, Ltd. | |
99.1 | Press Release dated August 2, 2023 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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 | ||
By | /s/ James L. Chosy | |
James L. Chosy Senior Executive Vice President and General Counsel |
August 3, 2023