14.09.2006 20:56:00
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U.S. Bancorp Announces Agreement to Sell $2.5 Billion of Convertible Senior Debentures Due 2036
U.S. Bancorp will use a portion of the net proceeds from thisoffering to fund repurchases of up to 10.2 million shares of itscommon stock simultaneously with this offering and expects to use theremainder for general corporate purposes, including possibleadditional share repurchases.
If converted, holders of the convertible debentures will receivecash up to the principal amount of a debenture and, if the marketprice of U.S. Bancorp common stock exceeds the conversion price ineffect on the conversion date, holders will also receive a number ofshares of U.S. Bancorp common stock per convertible debenture asdetermined pursuant to a specified formula, subject to U.S. Bancorp'soption to cash settle all or some of its delivery obligations.
U.S. Bancorp may redeem all or some of the convertible debenturesfor cash at any time on or after September 20, 2007, at 100 percent oftheir principal amount plus accrued and unpaid interest, if any, tobut not including the redemption date. On each of September 20, 2007,2008, 2011, 2016, 2021, 2026 and 2031, or upon the occurrence of achange in control, the holders of the convertible debentures mayrequire U.S. Bancorp to repurchase the convertible debentures for cashat a price equal to 100 percent of the principal amount of thedebentures submitted for repurchase, plus accrued and unpaid interest,if any, to but not including the repurchase date.
The offering is being made only to qualified institutional buyerspursuant to Rule 144A of the Securities Act of 1933, as amended.
This announcement is neither an offer to sell nor the solicitationof an offer to buy the convertible debentures or the shares issuableupon conversion and shall not constitute an offer or solicitation inany jurisdiction in which such offer or solicitation is unlawful.
Neither the convertible debentures nor the shares issuable uponconversion have been registered under the Securities Act or any statesecurities laws, and until so registered, may not be offered or soldin the United States or any state absent registration or an applicableexemption from the registration requirements of the Securities Act.
Minneapolis-based U.S. Bancorp, with $213 billion in assets, isthe 6th largest financial holding company in the United States. Thecompany operates 2,434 banking offices and 4,966 ATMs, and provides acomprehensive line of banking, brokerage, insurance, investment,mortgage, trust and payment services products to consumers, businessesand institutions. U.S. Bancorp is the parent company of U.S. Bank.Visit U.S. Bancorp at www.usbank.com.
Forward-Looking Statements
The following information appears in accordance with the PrivateSecurities 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, areforward-looking statements. These statements often include the words"may," "could," "would," "should," "believes," "expects,""anticipates," "estimates," "intends," "plans," "targets,""potentially," "probably," "projects," "outlook" or similarexpressions. These forward-looking statements cover, among otherthings, anticipated future revenue and expenses and the future plansand prospects of the Company. Forward-looking statements involveinherent risks and uncertainties, and important factors could causeactual results to differ materially from those anticipated, includingchanges in general business and economic conditions, changes ininterest rates, legal and regulatory developments, increasedcompetition from both banks and non-banks, changes in customerbehavior and preferences, effects of mergers and acquisitions andrelated integration, and effects of critical accounting policies andjudgments. For discussion of these and other risks that may causeactual results to differ from expectations, refer to our Annual Reporton Form 10-K for the year ended December 31, 2005, on file with theSEC, for example the sections entitled "Risk Factors" and "CorporateRisk Profile." Forward-looking statements speak only as of the datethey are made, and the Company undertakes no obligation to update themin light of new information or future events.
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