Form 424B3 US BANCORP DE

Reserve to acquire 10% or more of our outstanding common stock under the Change in Bank Control Act. Any company that holds 25% or more of our outstanding common stock, any company that controls the election of a majority of our board of directors or any company that the Federal Reserve determines, after notice and opportunity for hearing, exercises a controlling influence over our management or policies, is subject to regulation as a bank holding company under the BHCA.

Additional Anti-Takeover Provisions Contained in the Certificate of Incorporation and Bylaws

In addition to the ability to issue preferred stock as described below, our certificate of incorporation and bylaws contain additional provisions that may make it less likely that our management would be changed or that someone would acquire voting control of us without our board of directors’ consent. Under our bylaws, our board of directors can supplement, amend or repeal the bylaws, subject to limitations under the Delaware General Corporation Law. Our stockholders also have the power to supplement, amend or repeal our bylaws at any annual or special meeting of the stockholders.

Preferred Stock

The board of directors is authorized to issue up to 50,000,000 shares of preferred stock in one or more series, to fix the number of shares in each series, and to determine the designations and preferences, limitations and relative rights of each series, including dividend rates, terms of redemption, liquidation preferences, sinking fund requirements, conversion rights, voting rights, and whether the preferred stock can be issued as a share dividend with respect to another class or series of shares, all without any vote or other action on the part of stockholders. This power is limited by applicable laws or regulations and may be delegated to a committee of our board of directors. The preferred stock is not secured, is not guaranteed by us or any of our affiliates and is not subject to any other arrangement that legally or economically enhances the ranking of the preferred stock.

As of December 31, 2020, we had authorized the issuance of:


20,010 shares of Series A Preferred Stock, with a liquidation preference of $100,000 per share, of which 12,510 are issued and outstanding, with 5,746.22 shares of Series A Preferred Stock evidenced by 574,622 depositary shares, all of which are issued and outstanding;


40,000,000 depositary shares representing, in the aggregate, 40,000 shares of Series B Preferred Stock, with a liquidation preference of $25,000 per share, all of which are issued and outstanding;


5,000 shares of Series C Preferred Stock, with a per share liquidation preference of $100,000, all of which are subject to issuance upon the direction of the Office of the Comptroller of the Currency in exchange for the preferred stock of an indirect, wholly-owned subsidiary of U.S. Bancorp upon the occurrence of certain events;


44,000,000 depositary shares representing, in the aggregate, 44,000 shares of Series F Preferred Stock, with a liquidation preference of $25,000 per share, all of which are issued and outstanding;


21,000,000 depositary shares representing, in the aggregate, 21,000 shares of Series H Preferred Stock, with a liquidation preference of $25,000 per share, of which 20,000,000 depositary shares representing 20,000 shares of Series H Preferred Stock were issued and outstanding as of December 31, 2020;


750,000 depositary shares representing, in the aggregate, 30,000 shares of Series I Preferred Stock, with a liquidation preference of $25,000 per share, all of which are issued and outstanding;


1,000,000 depositary shares representing, in the aggregate, 40,000 shares of Series J Preferred Stock, with a liquidation preference of $25,000 per share, all of which are issued and outstanding;


23,000,000 depositary shares representing, in the aggregate, 23,000 shares of Series K Preferred Stock, with a liquidation preference of $25,000 per share, all of which are issued and outstanding; and


20,000,000 depositary shares representing, in the aggregate, 20,000 shares of Series L Preferred Stock, with a liquidation preference of $25,000 per share, all of which are issued and outstanding.



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