0001299933-16-003123.txt : 20161028 0001299933-16-003123.hdr.sgml : 20161028 20161028161825 ACCESSION NUMBER: 0001299933-16-003123 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161027 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20161028 DATE AS OF CHANGE: 20161028 FILER: COMPANY DATA: COMPANY CONFORMED NAME: US BANCORP \DE\ CENTRAL INDEX KEY: 0000036104 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 410255900 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06880 FILM NUMBER: 161958802 BUSINESS ADDRESS: STREET 1: U.S. BANCORP STREET 2: 800 NICOLLET MALL CITY: MINNEAPOLIS STATE: MN ZIP: 55402-7020 BUSINESS PHONE: 651-466-3000 MAIL ADDRESS: STREET 1: U.S. BANCORP STREET 2: 800 NICOLLET MALL CITY: MINNEAPOLIS STATE: MN ZIP: 55402-7020 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BANK SYSTEM INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BANK STOCK CORP DATE OF NAME CHANGE: 19720317 8-K 1 htm_54189.htm LIVE FILING U.S. Bancorp (Form: 8-K)  

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   October 27, 2016

U.S. Bancorp
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 1-6880 41-0255900
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
800 Nicollet Mall, Minneapolis, Minnesota   55402
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   651-466-3000

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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On October 27, 2016, U.S. Bancorp (the "Company") designated its 2.375% Medium-Term Notes, Series V (Senior), due July 22, 2026 (the "Notes"), as the "Covered Debt" under the Company’s replacement capital covenants, as amended from time to time, executed: (i) June 10, 2010, relating to and in connection with the Company’s issuance of depositary shares, each representing a 1/100th interest in a share of Series A Non-Cumulative Perpetual Preferred Stock; (ii) April 20, 2012, relating to and in connection with the Company’s issuance of depositary shares, each representing a 1/1,000th interest in a share of Series G Non-Cumulative Perpetual Preferred Stock; and (iii) May 2, 2013, relating to and in connection with the Company’s issuance of depositary shares, each representing a 1/1,000th interest in a share of Series H Non-Cumulative Perpetual Preferred Stock (together, as amended, the "RCCs"). The Company’s 1.95% Medium-Term Notes, Series T (Senior), due 2018, had previously been designated as the Covered Debt under the RCCs. Additional information with respect to the terms of the RCCs is summarized in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission on February 25, 2016.

The Notes provide that, in the event they are designated as Covered Debt for any of the Company’s replacement capital covenants, each purchaser of the Notes, for itself and any and all successors and assigns, waives all rights under, and irrevocably authorizes the Company to terminate, without further action by or payment to any holders of the Notes, the applicable replacement capital covenant. The Company has terminated the RCCs pursuant to the Termination of Replacement Capital Covenants (the "Termination"), dated as of October 28, 2016. A copy of the Termination is attached hereto as Exhibit 99.1 and is incorporated herein by reference.





Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Termination of Replacement Capital Covenants, dated as of October 28, 2016





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
          
October 28, 2016   By:   /s/ James L. Chosy
       
        Name: James L. Chosy
        Title: Executive Vice President and General Counsel

Exhibit Index


     
Exhibit No.   Description
 
99.1
  Termination of Replacement Capital Covenants, dated as of October 28, 2016
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

Termination of Replacement Capital Covenants, dated as of October 28, 2016 (this “Termination”), by U.S. Bancorp, a Delaware corporation (the “Company”).

Recitals

A. The Company executed certain replacement capital covenants, as amended from time to time, on the following dates: (i) June 10, 2010, relating to and in connection with the Company’s issuance of depositary shares, each representing a 1/100th interest in a share of Series A Non-Cumulative Perpetual Preferred Stock; (ii) April 20, 2012, relating to and in connection with the Company’s issuance of depositary shares, each representing a 1/1,000th interest in a share of Series G Non-Cumulative Perpetual Preferred Stock; and (iii) May 2, 2013, relating to and in connection with the Company’s issuance of depositary shares, each representing a 1/1,000th interest in a share of Series H Non-Cumulative Perpetual Preferred Stock (together, as amended, the “RCCs”).

B. The RCCs are for the benefit of persons that buy, hold or sell a specified series of the Company’s long-term indebtedness that ranks senior to the securities subject to the RCCs (the “Covered Debt”).

C. On October 27, 2016, the Company designated its 2.375% Medium-Term Notes, Series V (Senior) due July 22, 2026 (the “Notes”), as the Covered Debt under the RCCs.

D. The Notes provide that, in the event they are designated as a Covered Debt for any of the Company’s replacement capital covenants, each purchaser of the Notes, for itself and any and all successors and assigns, waives all rights under, and irrevocably authorizes the Company to terminate, without further action by or payment to any holders of the Notes, the applicable replacement capital covenant.

E. The Company desires to terminate the RCCs as set forth below in accordance with Section 4(a) of each of the RCCs, effective October 28, 2016.

NOW, THEREFORE, the Company hereby terminates the RCCs as follows:

1. Termination. The RCCs are hereby terminated in their entirety, effective October 28, 2016 (the “Termination Date”). From and after the Termination Date, the obligations of the Company pursuant to the RCCs shall be of no further force and effect.

2. Miscellaneous. This Termination shall be governed by, and construed in accordance with, the laws of the State of New York.

* * *

IN WITNESS WHEREOF, the Company has caused this Termination to be executed by its duly authorized officer, as of the day and year first above written.

U.S. BANCORP

/s/ John C. Stern      
John C. Stern
Executive Vice President and Treasurer