Attached files
file | filename |
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EX-8.1 - EX-8.1 - US BANCORP \DE\ | c55071exv8w1.htm |
EX-4.1 - EX-4.1 - US BANCORP \DE\ | c55071exv4w1.htm |
EX-4.4 - EX-4.4 - US BANCORP \DE\ | c55071exv4w4.htm |
EX-1.2 - EX-1.2 - US BANCORP \DE\ | c55071exv1w2.htm |
EX-4.5 - EX-4.5 - US BANCORP \DE\ | c55071exv4w5.htm |
8-K - FORM 8-K - US BANCORP \DE\ | c55071e8vk.htm |
EXHIBIT 1.1
UNDERWRITING AGREEMENT
December 7, 2009
U.S. Bancorp
USB Capital XIII
800 Nicollet Mall
Minneapolis, MN 55402
USB Capital XIII
800 Nicollet Mall
Minneapolis, MN 55402
Ladies and Gentlemen:
We (the Representatives) understand that USB Capital XIII, a statutory trust formed under
the laws of the State of Delaware (the Trust), and U.S. Bancorp, a Delaware corporation, as
sponsor of the Trust and as guarantor (the Guarantor), propose that the Trust issue and sell to
the several underwriters named in Schedule I (the Underwriters) 500,000 6.625% Trust Preferred
Securities (liquidation amount $1,000 per Trust Preferred Security) with an aggregate liquidation
amount of $500,000,000 (the Offered Securities) representing preferred beneficial interests in
the Trust. The Offered Securities are fully and unconditionally guaranteed by U.S. Bancorp. The
Guarantor will be the owner of all of the beneficial ownership interests represented by the common
securities (aggregate liquidation amount $1,000,000) issued by the Trust (the Common Securities).
Proceeds from the sale of the Offered Securities to the Underwriters and from the concurrent sale
of the Common Securities to the Guarantor will be used to purchase 6.625% junior subordinated
debentures due December 15, 2039 of the Guarantor (the Junior Subordinated Debentures). The
Junior Subordinated Debentures will be issued by the Guarantor pursuant to a Junior Subordinated
Indenture, dated as of April 28, 2005, as amended and supplemented through the Closing Date (as
defined below), (the Indenture) between the Guarantor and Wilmington Trust Company, as successor
trustee to Delaware Trust Company, National Association (the Debenture Trustee).
The Guarantor will, through the Indenture, the Junior Subordinated Debentures, the Amended and
Restated Trust Agreement, by and among U.S. Bancorp, as Sponsor, Wilmington Trust Company, as
Property Trustee, Wilmington Trust Company, as Delaware Trustee and the Administrative Trustees
named therein, as amended and supplemented (the Trust Agreement), the Guarantee Agreement (the
Guarantee) between the Guarantor and Wilmington Trust Company, as trustee (the Guarantee
Trustee), taken together, fully, irrevocably and unconditionally guarantee on a subordinated basis
all of the Trusts obligations under the Offered Securities.
Subject to the terms and conditions set forth herein and incorporated by reference herein, the
Guarantor and the Trust hereby agree that the Guarantor shall sell to each of the Underwriters, and
each of the Underwriters agrees, severally and not jointly, to purchase the number of the Offered Securities set forth opposite the name of such Underwriter at a purchase
price of $987.62 per Offered Security, plus accrued distributions, if any (the Purchase Price).
The respective number of Offered Securities to be purchased by each of the Underwriters at the
foregoing price shall be that proportion of Offered Securities which the number of Offered
Securities to be purchased by such Underwriter as set forth on Schedule I bears to the aggregate
number of Offered Securities (rounded as the Representatives may determine to the nearest 10
Offered Securities).
The Offered Securities shall have the terms that are further described in the Statutory
Prospectus and the term sheet specified in Schedule II hereto.
Except as otherwise provided herein, all the provisions contained in the document entitled
U.S. Bancorp Underwriting Agreement Standard Provisions (Capital Securities) (December 7, 2009)
(the Standard Underwriting Agreement) are herein incorporated by reference in their entirety and
shall be deemed to be a part of this Underwriting Agreement to the same extent as if such
provisions had been set forth in full herein. Capitalized terms used herein and not otherwise
defined herein shall have the meanings given to them in the Standard Underwriting Agreement.
For the purposes of this Underwriting Agreement only, the Applicable Time is 3:20 p.m.
(Eastern time) on the date of this Underwriting Agreement.
For purposes of this Underwriting Agreement only, the term Underwriters Counsel as used in
the Standard Underwriting Agreement shall mean Shearman & Sterling LLP.
For purposes of this Underwriting Agreement only, the term Special Tax Counsel as used in
the Standard Underwriting Agreement shall mean Squire, Sanders & Dempsey L.L.P.
For purposes of this Underwriting Agreement only, Article (V)(g) of the Standard Underwriting
Agreement shall be deleted in its entirety and replaced with the following:
(g) The Representatives shall receive a letter dated the date of the applicable Underwriting
Agreement, in form and substance satisfactory to the Representatives, from Ernst & Young LLP,
containing statements and information of the type ordinarily included in accountants comfort
letters to underwriters with respect to the financial statements and certain financial information
contained or incorporated by reference in the Registration Statement and the General Disclosure
Package.
For purposes of this Underwriting Agreement only, Article (V)(m) of the Standard Underwriting
Agreement shall be deleted in its entirety.
For purposes of this Underwriting Agreement only, Article (VI)(h) of the Standard Underwriting
Agreement shall be deleted in its entirety and replaced with the following:
(h) During the period of 15 days from the date of the Underwriting Agreement, the Guarantor
and Trust will not offer, sell, contract to sell or otherwise dispose of any Offered Securities,
any other beneficial interest in the assets of the Trust, or any other securities of the Trust or
any other similar trust which are substantially similar to the Offered Securities, including any guarantee of such securities, or any junior subordinated debentures of
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the Guarantor issued to the Trust or other similar trust, or any securities convertible into or
exchangeable for or representing the right to receive Offered Securities, or any such substantially
similar securities of the Trust or any other similar trust, or any other junior subordinated
debentures of the Guarantor issued to the Trust or other similar trust, without the prior written
consent of the Representatives.
For purposes of this Underwriting Agreement only, Article (VI)(k) of the Standard Underwriting
Agreement shall be deleted in its entirety.
Certificates for the Offered Securities purchased by each Underwriter shall be delivered by or
on behalf of the Guarantor to the Representatives for the account of such Underwriter, against
payment by such Underwriter or on its behalf of the Purchase Price therefor in federal (same day)
funds, on the Closing Date, which shall be 10:00 AM (New York City time) on December 10, 2009 at
the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022, or at such
other place and time as the Representatives, the Guarantor and the Trust may agree upon in writing.
This document may be executed in any number of counterparts, each of which so executed shall
be deemed to be an original, but all such counterparts shall together constitute but one and the
same document.
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Please confirm your agreement by having an authorized officer sign a copy of this Agreement in
the space set forth below and returning the signed copy to us.
MORGAN STANLEY & CO. INCORPORATED CREDIT SUISSE SECURITIES (USA) LLC U.S. BANCORP INVESTMENTS, INC. |
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Acting severally on behalf of themselves and as representatives of the several Underwriters named in Schedule I annexed hereto. |
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By: | MORGAN STANLEY & CO. INCORPORATED | |||
By: | /s/ Yurij Slyz | |||
Name: | Yuriz Slyz | |||
Title: | Vice President | |||
CREDIT SUISSE SECURITIES (USA) LLC |
||||
By: | /s/ Sharon Harrison | |||
Name: | Sharon Harrison | |||
Title: | Director | |||
U.S. BANCORP INVESTMENTS, INC. |
||||
By: | /s/ Jeremy Swinson | |||
Name: | Jeremy Swinson | |||
Title: | Director | |||
Accepted by: |
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U.S. BANCORP, as Guarantor |
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By: | /s/ Kenneth D. Nelson | |||
Name: | Kenneth D. Nelson | |||
Title: | Executive Vice President and Treasurer | |||
USB CAPITAL XIII |
||||
By: | U.S. Bancorp, as Sponsor | |||
By: | /s/ Kenneth D. Nelson | |||
Name: | Kenneth D. Nelson | |||
Title: | Executive Vice President and Treasurer |
SCHEDULE I
Underwriters Commitment | ||||
to Purchase Offered Securities | ||||
Morgan Stanley & Co. Incorporated |
225,000 | |||
Credit Suisse Securities (USA) LLC |
137,500 | |||
U.S. Bancorp Investments, Inc. |
137,500 | |||
Total |
500,000 | |||
Sch. I-1
SCHEDULE II
Materials
other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated December 7, 2009.
Sch. II-1