US Bancorp De S-3ASR, filed Mar 10, 2023
US Bancorp De (USB)
SECURITIES AND EXCHANGE COMMISSION
UNDER
THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation or organization) |
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41-0255900
(I.R.S. Employer Identification No.) |
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800 Nicollet Mall
Minneapolis, Minnesota 55402-4302 (651) 466-3000 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) |
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James L. Chosy, Esq.
800 Nicollet Mall Minneapolis, Minnesota 55402-4302 (651) 466-3000 (Name, address, including zip code, and telephone number, including area code, of agent for service) |
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Jennifer J. Carlson, Esq.
Mayer Brown LLP
71 S. Wacker Dr.
Chicago, Illinois 60606
(312) 782-0600
From time to time after the effective date of this registration statement.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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![[MISSING IMAGE: lg_usbancorp-4c.jpg]](/stocks/usb/documents/0460600f-977a-4757-b304-504a89331979/asset/lg_usbancorp-4c.jpg){kind=small}
Common Stock
Preferred Stock
Depositary Shares
Warrants
Purchase Contracts
Units
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800 Nicollet Mall
Minneapolis, Minnesota 55402
Attn: Investor Relations Department
(866) 775-9668
COMMON STOCK
PREFERRED STOCK
DEPOSITARY SHARES
WARRANTS
PURCHASE CONTRACTS
UNITS
Common Stock
Preferred Stock
Depositary Shares
Warrants
Purchase Contracts
Units
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800 Nicollet Mall
Minneapolis, Minnesota 55402
Attn: Investor Relations Department
(866) 775-9668
COMMON STOCK
PREFERRED STOCK
DEPOSITARY SHARES
WARRANTS
PURCHASE CONTRACTS
UNITS
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SEC registration fee
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$ (1)
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Accounting fees and expenses
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(2)
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Legal fees and expenses
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(2)
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Trustee, depositary and transfer agent fees and expenses
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(2)
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Rating agency and listing fees
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(2)
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Printing and engraving expenses
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(2)
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Miscellaneous
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(2)
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TOTAL
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$ (2)
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Exhibits
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| | 1.1* | | | Form of Underwriting or Distribution Agreement with respect to certain securities. | |
| | 4.1 | | | | |
| | 4.2 | | | | |
| | 4.3** | | | Indenture dated as of October 1, 1991 between U.S. Bancorp and Citibank, N.A., as Senior Trustee (incorporated by reference to Exhibit 4.1 to U.S. Bancorp’s Current Report on Form 8-K dated November 12, 1991). | |
| | 4.4 | | | First Supplemental Indenture dated as of April 21, 2017 between U.S. Bancorp and Citibank, N.A., as Senior Trustee (incorporated by reference to Exhibit 4.1 to U.S. Bancorp’s Current Report on Form 8-K dated April 21, 2017). | |
| | 4.5** | | | Indenture dated as of October 1, 1991 between U.S. Bancorp and Citibank, N.A., as Subordinated Trustee (incorporated by reference to Exhibit 4.2 to U.S. Bancorp’s Current Report on Form 8-K dated November 12, 1991). | |
| | 4.6** | | | First Supplemental Indenture dated as of April 1, 1993 between U.S. Bancorp and Citibank, N.A., as Subordinated Trustee (incorporated by reference to Exhibit 4.1 to U.S. Bancorp’s Current Report on Form 8-K dated April 26, 1993). | |
| | 4.7 | | | | |
| | 4.8* | | | Form of Debt Security. | |
| | 4.9 | | | |
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Exhibits
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| | 4.10* | | | Form of Preferred Stock certificate. | |
| | 4.11* | | | Form of Certificate of Designation for Preferred Stock. | |
| | 4.12* | | | Form of Deposit Agreement. | |
| | 4.13* | | | Form of Depositary Receipt (included as part of Exhibit 4.12). | |
| | 4.14* | | | Form of Warrant Agreement. | |
| | 4.15* | | | Form of Warrant Certificate (included as part of Exhibit 4.14). | |
| | 4.16* | | | Form of Purchase Contract Agreement. | |
| | 4.17* | | | Form of Unit Agreement. | |
| | 4.18* | | | Form of Unit Certificate (included as part of Exhibit 4.17). | |
| | 5.1 | | | | |
| | 23.1 | | | | |
| | 23.2 | | | | |
| | 23.3 | | | | |
| | 24.1 | | | | |
| | 25.1 | | | | |
| | 25.2 | | | | |
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U.S. BANCORP
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/s/ ANDREW CECERE
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Andrew Cecere
Chairman, President and Chief Executive Officer (principal executive officer)
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Signatures
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Title
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Date
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/s/ ANDREW CECERE
Andrew Cecere
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| | Chairman, President and Chief Executive Officer and Director (principal executive officer) | | |
March 10, 2023
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/s/ TERRANCE R. DOLAN
Terrance R. Dolan
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| | Vice Chair and Chief Financial Officer (principal financial officer) | | |
March 10, 2023
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/s/ LISA R. STARK
Lisa R. Stark
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| | Executive Vice President and Controller (principal accounting officer) | | |
March 10, 2023
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WARNER L. BAXTER*
Warner L. Baxter
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| | Director | | |
March 10, 2023
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DOROTHY J. BRIDGES*
Dorothy J. Bridges
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| | Director | | |
March 10, 2023
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ELIZABETH L. BUSE*
Elizabeth L. Buse
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| | Director | | |
March 10, 2023
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ALAN B. COLBERG*
Alan B. Colberg
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| | Director | | |
March 10, 2023
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KIMBERLY N. ELLISON-TAYLOR*
Kimberly N. Ellison-Taylor
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| | Director | | |
March 10, 2023
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KIMBERLY J. HARRIS*
Kimberly J. Harris
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| | Director | | |
March 10, 2023
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ROLAND A. HERNANDEZ*
Roland A. Hernandez
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| | Director | | |
March 10, 2023
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OLIVIA F. KIRTLEY*
Olivia F. Kirtley
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| | Director | | |
March 10, 2023
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RICHARD P. MCKENNEY*
Richard P. McKenney
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| | Director | | |
March 10, 2023
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Signatures
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Title
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Date
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YUSUF I. MEHDI*
Yusuf I. Mehdi
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| | Director | | |
March 10, 2023
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LORETTA E. REYNOLDS*
Loretta E. Reynolds
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| | Director | | |
March 10, 2023
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JOHN P. WIEHOFF*
John P. Wiehoff
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| | Director | | |
March 10, 2023
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SCOTT W. WINE*
Scott W. Wine
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| | Director | | |
March 10, 2023
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| | By: | | |
/s/ JAMES L. CHOSY
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James L. Chosy
Attorney-in-fact |
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Exhibit 5.1
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Mayer Brown LLP 71 South Wacker Drive
T: +1 312 782 0600 F: +1 312 701 7711 mayerbrown.com |
March 10, 2023
U.S. Bancorp
800 Nicollet Mall
Minneapolis, Minnesota 55402
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have represented U.S. Bancorp, a Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-3 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) on the date hereof under the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to, among other things, the offering and sale from time to time pursuant to Rule 415 of the general rules and regulations promulgated under the Act of the following securities:
(i) senior unsecured debt securities of the Company (the “Senior Debt Securities”);
(ii) subordinated unsecured debt securities of the Company (the “Subordinated Debt Securities” and together with the Senior Debt Securities, the “Debt Securities”);
(iii) shares of common stock, par value $0.01 per share, of the Company, including shares of common stock issuable upon exercise, conversion or settlement of other securities described herein (the “Common Stock”);
(iv) shares of preferred stock, par value $1.00 per share, of the Company to be issued in one or more series, including shares of preferred stock issuable upon exercise, conversion or settlement of other securities described herein (the “Preferred Stock”);
(v) depositary shares representing shares of Preferred Stock of a specified series (the “Depositary Shares”);
(vi) warrants to purchase Debt Securities, shares of Common Stock, shares of Preferred Stock or Depositary Shares (the “Warrants”);
(vii) purchase contracts to purchase Debt Securities, shares of Common Stock, shares of Preferred Stock or Depositary Shares (the “Purchase Contracts”); and
(viii) units, representing two or more of any of the Offered Securities listed in paragraphs (i) through (vii) above in any combination, which may or may not be separable from one another (the “Units”).
Mayer Brown is a global services provider comprising
an association of legal practices that are separate entities including
Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership)
and Tauil & Chequer Advogados (a Brazilian partnership).
March 10, 2023
Page 2
The Debt Securities, the Common Stock, the Preferred Stock, the Depositary Shares, the Warrants, the Purchase Contracts and the Units are referred to herein collectively as the “Offered Securities.”
Unless otherwise provided in any prospectus supplement with respect to the Debt Securities, the Depositary Shares, the Warrants, the Purchase Contracts or the Units, as the case may be:
(i) the Senior Debt Securities will be issued under an Indenture, dated as of October 1, 1991, as amended by a First Supplemental Indenture, dated as of April 21, 2017 (as so amended, the “Senior Note Indenture”), between the Company and Citibank, N.A., as trustee (the “Senior Note Trustee”);
(ii) the Subordinated Debt Securities will be issued under an Indenture, dated as of October 1, 1991, as amended by a First Supplemental Indenture, dated as of April 1, 1993, and a Second Supplemental Indenture, dated as of April 21, 2017 (as so amended, the “Subordinated Note Indenture” and, together with the Senior Note Indenture, the “Indentures”), between the Company and Citibank, N.A., as trustee (the “Subordinated Note Trustee” and, together with the Senior Note Trustee, the “Trustees”);
(iii) the Depositary Shares will be issued under one or more deposit agreements (each, a “Deposit Agreement”) to be entered into between the Company and the depositary to be named therein (the “Depositary”);
(iv) the Warrants will be issued under one or more warrant agreements (each, a “Warrant Agreement”), to be entered into between the Company and the warrant agent to be named therein (the “Warrant Agent”);
(v) the Purchase Contracts will be issued under one or more purchase agreements (each, a “Purchase Contract Agreement”) to be entered into between the Company and certain third parties to be named therein; and
(vi) the Units will be issued under one or more unit agreements (each, a “Unit Agreement”), to be entered into between the Company and a unit agent to be named therein (the “Unit Agent”).
The Company’s board of directors has taken and will take from time to time corporate action relating to the issuance of the Offered Securities (the “Corporate Proceedings”). Certain terms of the Offered Securities may be established by certain officers of the Company who will be authorized by the Corporate Proceedings.
March 10, 2023
Page 3
This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.
In rendering the opinions expressed herein, we have examined (i) the Registration Statement; (ii) the Restated Certificate of Incorporation of the Company, as amended; (iii) the Amended and Restated Bylaws of the Company; (iv) executed copies of the Indentures; and (v) resolutions of the Company’s board of directors relating to the offering of the Offered Securities.
In addition, we have examined such other documents, certificates and opinions and have made such further investigation as we have deemed necessary or appropriate for the purposes of the opinions expressed below. In expressing the opinions set forth below, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as certified, conformed or photostatic copies, the authenticity and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing any document. As to all parties other than the Company, we have assumed the due authorization, execution and delivery of all documents, and we have assumed the validity and enforceability of all documents against all parties thereto, other than the Company, in accordance with their respective terms. We have also assumed that (i) the Registration Statement has become, and remains, effective under the Act; (ii) a prospectus supplement, pricing supplement and/or term sheet will have been prepared and filed with the Commission describing the Offered Securities offered thereby and will comply with all applicable laws; (iii) all Offered Securities will be issued and sold in compliance with applicable federal and state laws and in the manner stated in the Registration Statement and the appropriate prospectus supplement, pricing supplement and/or term sheet; (iv) a definitive purchase, underwriting or similar agreement and any other necessary agreement with respect to any Offered Securities offered and sold will have been duly authorized and validly executed and delivered by the parties thereto; (v) the Offered Securities will be sold and delivered at the price and in accordance with the terms of such agreement and as set forth in the Registration Statement and the appropriate prospectus supplement, pricing supplement and/or term sheet; (vi) the issue price for any shares of Common Stock or Preferred Stock, including upon any exercise of Warrants, upon conversion of any Debt Securities or Preferred Stock (with respect to the Common Stock) or upon settlement of Purchase Contracts or Units, will be at a price not less than the par value of such shares of Common Stock or Preferred Stock, as the case may be; (vii) the certificates evidencing any shares of Common Stock or Preferred Stock will have been duly executed and delivered; (viii) the Corporate Proceedings with respect to the Offered Securities and their offering and issuance will have been completed; (ix) the terms of the Offered Securities will be consistent with the description thereof contained in the Registration Statement and any applicable prospectus supplement, pricing supplement and/or term sheet; and (x) the terms of the Offered Securities will not violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company, and such terms will comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company.
As to matters of fact material to our opinions, we have, to the extent we deemed such reliance appropriate, relied upon certificates of officers of the Company and of public officials with respect to the Company.
March 10, 2023
Page 4
Based upon and subject to the foregoing, and having regard for legal considerations that we deem relevant, we are of the opinion that:
(i) the Company is validly existing as a corporation under the laws of the State of Delaware;
(ii) except with respect to Common Stock issuable upon (i) the exercise of Warrants, (ii) the conversion of Debt Securities or Preferred Stock or (iii) the settlement of Purchase Contracts or Units, when the Common Stock has been issued and sold in the manner contemplated by the Registration Statement, the Common Stock will be validly issued, fully paid and nonassessable;
(iii) with respect to Common Stock issuable upon the exercise of Warrants, when such Common Stock has been issued upon exercise of such Warrants and the exercise price therefore has been paid, such Common Stock will be validly issued, fully paid and nonassessable;
(iv) with respect to Common Stock issuable upon the conversion of Debt Securities or Preferred Stock that are by their terms convertible, when such Common Stock has been issued upon conversion of such Debt Securities or Preferred Stock, such Common Stock will be validly issued, fully paid and nonassessable;
(v) with respect to Common Stock issuable upon the settlement of Purchase Contracts or Units, when such Common Stock has been issued upon settlement of such Purchase Contracts or Units and the purchase price therefore has been paid, such Common Stock will be validly issued, fully paid and nonassessable;
(vi) except with respect to Preferred Stock issuable upon (i) the exercise of Warrants, (ii) the conversion of Debt Securities or (iii) the settlement of Purchase Contracts or Units, when the Preferred Stock has been issued and sold in the manner contemplated by the Registration Statement, the Preferred Stock will be validly issued, fully paid and nonassessable;
(vii) with respect to Preferred Stock issuable upon the exercise of Warrants, when such Preferred Stock has been issued upon exercise of such Warrants and the exercise price therefore has been paid, such Preferred Stock will be validly issued, fully paid and nonassessable;
(viii) with respect to Preferred Stock issuable upon the conversion of Debt Securities that are by their terms convertible, when such Preferred Stock has been issued upon conversion of such Debt Securities, such Preferred Stock will be validly issued, fully paid and nonassessable;
March 10, 2023
Page 5
(ix) with respect to Preferred Stock issuable upon the settlement of Purchase Contracts or Units, when such Preferred Stock has been issued upon settlement of such Purchase Contracts or Units and the purchase price therefore has been paid, such Preferred Stock will be validly issued, fully paid and nonassessable;
(x) with respect to any Depositary Shares, when the Deposit Agreement relating thereto has been duly executed and delivered by the Company, when the receipts evidencing the Depositary Shares (the “Depositary Receipts”) have been duly executed and delivered by the Company, countersigned by the Depositary and issued against the deposit of the underlying shares of Preferred Stock in accordance with the Deposit Agreement and when payment therefor has been received, such Depositary Shares will be legally issued and will entitle the holders thereof to the rights specified in such Depositary Receipts and in the Deposit Agreement;
(xi) with respect to any Senior Debt, when the Senior Debt Securities have been executed and delivered by the Company and authenticated by the Senior Note Trustee in accordance with the Senior Note Indenture and when payment therefor has been received by the Company, such Senior Debt Securities will constitute valid and legally binding obligations of the Company entitled to the benefits of the Senior Note Indenture, except that (a) the enforceability thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to or affecting creditors’ rights or remedies generally and (ii) general principles of equity and to the discretion of the court before which any proceedings therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and (b) the enforceability of provisions imposing liquidated damages, penalties or an increase in interest rate upon the occurrence of certain events may be limited in certain circumstances;
(xii) with respect to any Subordinated Debt Securities, when the Subordinated Debt Securities have been executed and delivered by the Company and authenticated by the Subordinated Note Trustee in accordance with the Subordinated Note Indenture and when payment therefor has been received by the Company, such Subordinated Debt Securities will constitute valid and legally binding obligations of the Company entitled to the benefits of the Subordinated Note Indenture, except that (a) the enforceability thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to or affecting creditors’ rights or remedies generally and (ii) general principles of equity and to the discretion of the court before which any proceedings therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and (b) the enforceability of provisions imposing liquidated damages, penalties or an increase in interest rate upon the occurrence of certain events may be limited in certain circumstances;
March 10, 2023
Page 6
(xiii) with respect to any Warrants, when the Warrant Agreement relating thereto has been duly executed and delivered by the Company, when the Warrants have been duly executed and delivered by the Company and countersigned by the Warrant Agent in accordance with the Warrant Agreement and when payment therefor has been received by the Company, such Warrants will constitute valid and legally binding obligations of the Company, except that (a) the enforceability thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to or affecting creditors’ rights or remedies generally and (ii) general principles of equity and to the discretion of the court before which any proceedings therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and (b) the enforceability of provisions imposing liquidated damages, penalties or an increase in interest rate upon the occurrence of certain events may be limited in certain circumstances;
(xiv) with respect to any Purchase Contracts, when the Purchase Contract Agreement relating thereto has been duly executed and delivered by the Company and countersigned in accordance with the Purchase Contract Agreement and when payment therefor has been received by the Company, such Purchase Contracts will constitute valid and legally binding obligations of the Company, except that (a) the enforceability thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to or affecting creditors’ rights or remedies generally and (ii) general principles of equity and to the discretion of the court before which any proceedings therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and (b) the enforceability of provisions imposing liquidated damages, penalties or an increase in interest rate upon the occurrence of certain events may be limited in certain circumstances; and
(xv) with respect to any Units, when the Unit Agreement has been duly executed and delivered by the Company and countersigned by the Unit Agent in accordance with the Unit Agreement and when payment therefor has been received by the Company, such Units will constitute valid and legally binding obligations of the Company, except that (a) the enforceability thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to or affecting creditors’ rights or remedies generally and (ii) general principles of equity and to the discretion of the court before which any proceedings therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and (b) the enforceability of provisions imposing liquidated damages, penalties or an increase in interest rate upon the occurrence of certain events may be limited in certain circumstances.
We note that, as of the date of this opinion, a judgment for money in an action based on an Offered Security in a federal or state court in the United States ordinarily would be enforced in the United States only in United States dollars, and the date used to determine the rate of conversion of foreign currencies or currency units into United States dollars would depend upon various factors, including which court renders the judgment. A state court in the State of New York rendering a judgment on such Offered Security would be required under Section 27 of the New York Judiciary Law to render such judgment in the foreign currency in which the Offered Security is denominated, and such judgment would be converted into United States dollars at the exchange rate prevailing on the date of entry of the judgment.
March 10, 2023
Page 7
We are admitted to practice law in New York and our opinions expressed herein are limited solely to the Federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State of Delaware, and we express no opinion herein concerning the laws of any other jurisdiction.
In rendering the foregoing opinions, we are not passing upon, and assume no responsibility for, any disclosure in the Registration Statement or any related prospectus supplement, pricing supplement, term sheet or other offering material regarding the Company or the Offered Securities or their offering and sale.
This opinion speaks as of the date hereof. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in applicable law that may hereafter occur.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption “Validity of Securities” in the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.
| Very truly yours, | |
| /s/ Mayer Brown LLP | |
| MAYER BROWN LLP | |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-3) and related Prospectus of U.S. Bancorp for the registration of debt securities, common stock, preferred stock, depositary shares, warrants, purchase contracts and units and to the incorporation by reference therein of our reports dated February 27, 2023, with respect to the consolidated financial statements of U.S. Bancorp, and the effectiveness of internal control over financial reporting of U.S. Bancorp, included in its 2022 Annual Report to Shareholders, which is incorporated by reference in its Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
March 10, 2023
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated October 3, 2022 relating to the financial statements of MUFG Union Bank, N.A., appearing in the Current Report on Form 8-K of U.S. Bancorp filed on February 16, 2023. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ Deloitte & Touche LLP
San Francisco, California
March 10, 2023
Exhibit 24.1
U.S. BANCORP
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Andrew Cecere, Terrance R. Dolan and James L. Chosy, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign one or more Registration Statements on Form S-3 of U.S. Bancorp (the “Company”), and any and all amendments thereto, including post-effective amendments, in connection with the registration under the Securities Act of 1933, as amended, of debt and equity securities, including, without limitation, (i) common stock of the Company, including shares of common stock issuable upon the conversion of or in exchange for other securities, (ii) senior and subordinated, secured and unsecured, notes or other evidences of indebtedness issued by the Company, (iii) preferred stock of the Company and other related securities, including, without limitation, depositary instruments evidencing interests in preferred stock, (iv) warrants for the purchase of debt or other securities, (v) units, and (vi) purchase contracts, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or the substitutes for such attorneys-in-fact and agents, may lawfully do or cause to be done by virtue hereof.
[Remainder of page intentionally left blank; signature page follows.]
IN WITNESS WHEREOF, each of the undersigned has set his or her hand this 24th day of January, 2023.
| /s/ Warner L. Baxter | /s/ Olivia F. Kirtley | |
| Warner L. Baxter, Director | Olivia F. Kirtley, Director | |
| /s/ Dorothy J. Bridges | /s/ Richard P. McKenney | |
| Dorothy J. Bridges, Director | Richard P. McKenney, Director | |
| /s/ Elizabeth L. Buse | /s/ Yusuf I. Mehdi | |
| Elizabeth L. Buse, Director | Yusuf I. Mehdi, Director | |
| /s/ Alan B. Colberg | /s/ Loretta E. Reynolds | |
| Alan B. Colberg, Director | Loretta E. Reynolds, Director | |
| /s/ Kimberly N. Ellison-Taylor | /s/ John P. Wiehoff | |
| Kimberly N. Ellison-Taylor, Director | John P. Wiehoff, Director | |
| /s/ Kimberly J. Harris | /s/ Scott W. Wine | |
| Kimberly J. Harris, Director | Scott W. Wine, Director | |
| /s/ Roland A. Hernandez | ||
| Roland A. Hernandez, Director |
Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an application to determine eligibility of a Trustee
pursuant to Section 305 (b)(2) ¨
CITIBANK, N.A.
(Exact name of trustee as specified in its charter)
| 13-5266470 | |
| (I.R.S. employer | |
| identification no.) | |
| 399 Park Avenue, New York, New York | 10043 |
| (Address of principal executive office) | (Zip Code) |
U.S. BANCORP
(Exact name of obligor as specified in its charter)
| Delaware | 41-0255900 |
| (State or other jurisdiction of | (I.R.S. employer |
| incorporation or organization) | identification no.) |
| 800 Nicollet Mall | |
| Minneapolis, MN | 55402 |
| (Address of principal executive offices) | (Zip Code) |
Senior Debt Securities
(Title of the indenture securities)
| Item 1. | General Information. |
Furnish the following information as to the trustee:
| (a) | Name and address of each examining or supervising authority to which it is subject. |
| Name | Address | |
| Comptroller of the Currency | Washington, D.C. | |
| Federal Reserve Bank of New York | 33 Liberty Street, New York, NY | |
| Federal Deposit Insurance Corporation | Washington, D.C. | |
| (b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
| Item 2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
| Item 16. | List of Exhibits. |
List below all exhibits filed as a part of this Statement of Eligibility.
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto.
Exhibit 1 - Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983)
Exhibit 2 - Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577).
Exhibit 3 - Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519)
Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to Registration Statement No. 33-34988)
Exhibit 5 - Not applicable.
Exhibit 6 - The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement No. 33-19227.)
Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as of December 31, 2022 - attached)
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 10th day of March 2023.
| CITIBANK, N.A. | ||
| By: | /s/ Keri-anne Marshall | |
| Keri-anne Marshall | ||
| Vice President | ||
Exhibit 7
| CONSOLIDATED BALANCE SHEET | Citigroup Inc. and Subsidiaries |
The following tables present certain assets and liabilities of consolidated variable interest entities (VIEs), which are included on Citi’s Consolidated Balance Sheet. The assets in the table below include those assets that can only be used to settle obligations of consolidated VIEs, presented on the following page, and are in excess of those obligations. In addition, the assets in the table below include third-party assets of consolidated VIEs only and exclude intercompany balances that eliminate in consolidation.
| CONSOLIDATED BALANCE SHEET | Citigroup Inc. and Subsidiaries |
(Continued)
The following tables present certain assets and liabilities of consolidated variable interest entities (VIEs), which are included on Citi’s Consolidated Balance Sheet. The assets in the table below include those assets that can only be used to settle obligations of consolidated VIEs, presented on the following page, and are in excess of those obligations. In addition, the assets in the table below include third-party assets of consolidated VIEs only and exclude intercompany balances that eliminate in consolidation. The liabilities in the table below include third-party liabilities of consolidated VIEs only and exclude intercompany balances that eliminate in consolidation. The liabilities also exclude amounts where creditors or beneficial interest holders have recourse to the general credit of Citigroup.
Exhibit 25.2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an application to determine eligibility of a Trustee
pursuant to Section 305 (b)(2) ¨
CITIBANK, N.A.
(Exact name of trustee as specified in its charter)
| 13-5266470 | |
| (I.R.S. employer | |
| identification no.) | |
| 399 Park Avenue, New York, New York | 10043 |
| (Address of principal executive office) | (Zip Code) |
U.S. BANCORP
(Exact name of obligor as specified in its charter)
| Delaware | 41-0255900 |
| (State or other jurisdiction of | (I.R.S. employer |
| incorporation or organization) | identification no.) |
| 800 Nicollet Mall | |
| Minneapolis, MN | 55402 |
| (Address of principal executive offices) | (Zip Code) |
Subordinate Debt Securities
(Title of the indenture securities)
| Item 1. | General Information. |
Furnish the following information as to the trustee:
| (a) | Name and address of each examining or supervising authority to which it is subject. |
| Name | Address | |
| Comptroller of the Currency | Washington, D.C. | |
| Federal Reserve Bank of New York | 33 Liberty Street, New York, NY | |
| Federal Deposit Insurance Corporation | Washington, D.C. | |
| (b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
| Item 2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
| Item 16. | List of Exhibits. |
List below all exhibits filed as a part of this Statement of Eligibility.
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto.
Exhibit 1 - Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983)
Exhibit 2 - Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577).
Exhibit 3 - Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519)
Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to Registration Statement No. 33-34988)
Exhibit 5 - Not applicable.
Exhibit 6 - The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement No. 33-19227.)
Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as of December 31, 2018 - attached)
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 10th day of March 2023.
| CITIBANK, N.A. | ||
| By: | /s/ Keri-anne Marshall | |
| Keri-anne Marshall | ||
| Vice President | ||
Exhibit 7
| CONSOLIDATED BALANCE SHEET | Citigroup Inc. and Subsidiaries |
The following tables present certain assets and liabilities of consolidated variable interest entities (VIEs), which are included on Citi’s Consolidated Balance Sheet. The assets in the table below include those assets that can only be used to settle obligations of consolidated VIEs, presented on the following page, and are in excess of those obligations. In addition, the assets in the table below include third-party assets of consolidated VIEs only and exclude intercompany balances that eliminate in consolidation.
| CONSOLIDATED BALANCE SHEET | Citigroup Inc. and Subsidiaries |
(Continued)
The following tables present certain assets and liabilities of consolidated variable interest entities (VIEs), which are included on Citi’s Consolidated Balance Sheet. The assets in the table below include those assets that can only be used to settle obligations of consolidated VIEs, presented on the following page, and are in excess of those obligations. In addition, the assets in the table below include third-party assets of consolidated VIEs only and exclude intercompany balances that eliminate in consolidation. The liabilities in the table below include third-party liabilities of consolidated VIEs only and exclude intercompany balances that eliminate in consolidation. The liabilities also exclude amounts where creditors or beneficial interest holders have recourse to the general credit of Citigroup.