Business Context and Reporting Period
This Form 8-K Current Report was filed by U.S. Bancorp on August 13, 2018. The filing details a material modification to the rights of security holders and the issuance of new preferred stock.
Key Financial Metrics
This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, margins, or debt levels. The primary financial data points relate to the capital raise:
- Security Issued: Series K Non-Cumulative Perpetual Preferred Stock.
- Depositary Shares Sold: 23,000,000 shares.
- Underlying Ownership: Each Depositary Share represents 1/1000th of a share of Preferred Stock.
- Liquidation Preference: $25,000 per share of Preferred Stock.
- Par Value: $1.00 per share of Preferred Stock.
Material Changes
The Company amended its Certificate of Incorporation to establish the designations, preferences, limitations, and relative rights of the Series K Preferred Stock. This filing announces the closing of the sale of the Depositary Shares, scheduled for August 14, 2018, pursuant to a registration statement on Form S-3.
Guidance, Outlook, and Risks
The filing does not provide forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard legal disclosures associated with the issuance. The transaction involves underwriters including Morgan Stanley & Co. LLC, U.S. Bancorp Investments, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC, and Wells Fargo Securities, LLC.
Investor Verification Checklist
- Verify the final closing date of the transaction (stated as August 14, 2018).
- Confirm the total gross proceeds from the sale of the 23,000,000 Depositary Shares (not explicitly stated in this text).
- Review the attached Certificate of Designations (Exhibit 4.1) for specific dividend rates and redemption terms.
- Check the Underwriting Agreement (Exhibit 1.1) for underwriting discounts and commissions.