MINNEAPOLIS--(BUSINESS WIRE)--May. 11, 2009--
U.S. Bancorp (NYSE: USB) announced today that it has commenced a public
offering of approximately $2.5 billion of its common stock for sale to
the public.
The shares will be issued pursuant to a prospectus supplement filed as
part of an existing shelf registration statement filed with the
Securities and Exchange Commission on Form S-3. U.S. Bancorp intends to
grant the underwriters an option to purchase up to an additional 15
percent of the shares sold to cover over-allotments, if any.
Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. are acting as
joint bookrunners for the offering.
Subject to consultation with its banking regulators, U.S. Bancorp will
notify the U.S. Treasury of its intention to repurchase all shares of
its Series E Preferred Stock and the related warrant to purchase shares
of its common stock issued to the U.S. Treasury under the Capital
Purchase Plan and, if permitted to do so, expects to fund a portion of
any such repurchase with the proceeds of this offering.
U.S. Bancorp may, concurrently with this offering of common stock, offer
medium-term notes in a benchmark amount in a public offering. Morgan
Stanley & Co. Incorporated and Goldman, Sachs & Co. will also act as
joint book-running managers for that offering. If consummated, and if
U.S. Bancorp is permitted to repurchase the Series E Preferred Stock and
the warrant issued to the U.S. Treasury, U.S. Bancorp expects to fund a
portion of any such repurchase with the proceeds of the medium-term
notes offering. Neither the completion of the common stock offering nor
the completion of the contemplated medium-term notes offering is
contingent upon the other.
This announcement does not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there be any
offer or sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful. The offering will be made
only by means of a prospectus, copies of which may be obtained from
Morgan Stanley, 180 Varick Street, Second Floor, New York, New York
10014, Attention: Prospectus Department (email: prospectus@morganstanley.com)
or from Goldman, Sachs & Co., Attn: Prospectus Department, 85 Broad
Street, New York, NY 10004 or by faxing (212) 902-9316, calling
toll-free (866) 471-2526 or emailing Prospectus-ny@ny.email.gs.com.
U.S. Bancorp, with $264 billion in assets, is the parent company of U.S.
Bank, the 6th largest commercial bank in the United States. The company
operates 2,847 banking offices and 5,183 ATMs, and provides a
comprehensive line of banking, brokerage, insurance, investment,
mortgage, trust and payment services products to consumers, businesses
and institutions.
Forward-Looking Statements
The following information appears in accordance with the Private
Securities Litigation Reform Act of 1995:
This press release contains forward-looking statements about U.S.
Bancorp. Statements that are not historical or current facts, including
statements about beliefs and expectations, are forward-looking
statements. These statements often include the words “may,” “could,”
“would,” “should,” “believes,” “expects,” “anticipates,” “estimates,”
“intends,” “plans,” “targets,” “potentially,” “probably,” “projects,”
“outlook” or similar expressions. These forward-looking statements
cover, among other things, anticipated future revenue and expenses and
the future plans and prospects of U.S. Bancorp. Forward-looking
statements involve inherent risks and uncertainties, and important
factors could cause actual results to differ materially from those
anticipated. A continuation of the recent turbulence in significant
portions of the global financial markets, particularly if it worsens,
could impact our performance, both directly by affecting our revenues
and the value of our assets and liabilities, and indirectly by affecting
our counterparties and the economy generally. Dramatic declines in the
housing market in the past year have resulted in significant write-downs
of asset values by financial institutions. Concerns about the stability
of the financial markets generally have reduced the availability of
funding to certain financial institutions, leading to a tightening of
credit, reduction of business activity, and increased market volatility.
There can be no assurance that any governmental program or legislation
will help to stabilize the U.S. financial system or alleviate the
industry or economic factors that may adversely impact our business. In
addition, our business and financial performance could be impacted as
the financial industry restructures in the current environment, by
increased regulation of financial institutions or other effects of
recently enacted legislation, by changes in the creditworthiness and
performance of our counterparties, and by changes in the competitive
landscape. Our results could also be adversely affected by continued
deterioration in general business and economic conditions; changes in
interest rates; deterioration in the credit quality of our loan
portfolios or in the value of the collateral securing those loans;
deterioration in the value of securities held in our investment
securities portfolio; legal and regulatory developments; increased
competition from both banks and non-banks; changes in customer behavior
and preferences; effects of mergers and acquisitions and related
integration; effects of critical accounting policies and judgments; and
management’s ability to effectively manage credit risk, market risk,
operational risk, legal risk, and regulatory and compliance risk.
For discussion of these and other risks that may cause actual results to
differ from expectations, refer to U.S. Bancorp’s Annual Report on Form
10-K for the year ended December 31, 2008, on file with the Securities
and Exchange Commission, including the sections entitled “Risk Factors”
and “Corporate Risk Profile,” and all subsequent filings with the
Securities and Exchange Commission under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934. Forward-looking statements
speak only as of the date they are made, and the Company undertakes no
obligation to update them in light of new information or future events.
Source: U.S. Bancorp
U.S. Bancorp
Steve Dale, Media, 612-303-0784
or
Judith T.
Murphy, Analysts, 612-303-0783
