UNDERWRITING AGREEMENT
Exhibit 1.1
April 5, 2006
U.S. Bancorp
USB Capital X
000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
USB Capital X
000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Ladies and Gentlemen:
We (the “Representatives”) understand that USB Capital X, 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”) 20,000,000 6.50% Trust Preferred
Securities (liquidation amount $25 per Preferred Security) with an aggregate liquidation amount of
$500,000,000 (the “Firm Securities”) representing preferred beneficial interests in the Trust. In
addition, the Guarantor and the Trust grant to the Underwriters the right to request the
opportunity to purchase up to an additional 3,000,000 Trust Preferred Securities (the “Optional
Securities,” and together with the Firm Securities, the “Offered Securities”). 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
(liquidation amount $25 per common security) 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 6.50% Income Capital Obligation
NotesSM of the Guarantor (the “ICONs” and, for purposes of the Standard
Underwriting Agreement (defined below), are also referred to as the “Junior Subordinated
Debentures”), due April 12, 2066. The ICONs 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 ICONs, 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 (the
“Trust Agreement”), as amended and supplemented, among the Guarantor, as Sponsor to the Trust,
Delaware Trust Company, National Association, as Delaware Trustee and Property Trustee, and the
Administrative Trustees named therein (collectively, the “Trustees”), 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 Trust’s 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 numbers of the Firm
Securities set forth opposite the name of such Underwriter at a purchase price of $24.2125 per Firm
Security, plus accrued distributions, if any (the “Purchase Price”); provided that, for sales by
any Underwriter of more than 20,000 Firm Securities to a single purchaser, the Purchase Price per
Firm Security will be $24.50 (the “Institutional Price”) . The Representatives will provide notice
to the Company of the number of Firm Securities to which the Institutional Price applies. The
respective number of Firm Securities to be purchased by each of the Underwriters at the foregoing
prices shall be that proportion of Firm Securities which the number of Firm Securities to be
purchased by such Underwriter as set forth on Schedule I bears to the aggregate number of Firm
Securities (rounded as the Representatives may determine to the nearest 10 Offered Securities). In
addition, subject to the terms and conditions set forth herein and incorporated by reference
herein, the Guarantor and the Trust grant to the Underwriters the right to request the opportunity
to purchase the Optional Securities at a purchase price of $24.2125 per Optional Security, plus
accrued distributions, if any. The opportunity to purchase the Optional Securities hereunder is
for use by the Underwriters solely for the purpose of covering over-allotments in the sale of the
Firm Securities. The right to request the opportunity to purchase the Optional Shares may be
exercised at any time upon notice by the Representatives to the Guarantor and the Trust; provided
that such purchase transaction shall have settled on a T+3 basis on or before May 5, 2006.
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 21, 2005)”
(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 4:59 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, Xxxxxxx & Xxxxxxx L.L.P. Additionally, for
purposes of this Underwriting Agreement only, the term “Guarantor Agreements” as used throughout
the Standard Underwriting Agreement shall also include the ICONS Replacement Capital Covenant to be
executed by the Company for the benefit of holders of debt specified therein.
2
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 (VI)(h) of the Standard Underwriting
Agreement shall be deleted in its entirety and replaced with the following:
“(h) [reserved]”
Certificates for the Firm 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 April 12, 2006 at the offices
of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place
and time as the Representatives, the Guarantor and the Trust may agree upon in writing. Delivery
to the Underwriters of and payment to the Guarantor for any Optional Securities to be purchased by
the Underwriters shall be made at the aforementioned offices of Shearman & Sterling LLP, or at such
other place and time as the Representatives, the Guarantor and the Trust may agree upon in writing,
at such time on such date, which may be the same as the Closing Date, but shall in no event be
earlier than the Closing Date nor earlier than two nor later than three business days after the
giving of the notice to exercise the option of the Underwriters.
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.
3
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.
| CITIGROUP GLOBAL MARKETS INC. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX |
|||||||
| INCORPORATED | |||||||
| XXXXXX XXXXXXX & CO. INCORPORATED | |||||||
| Acting severally on behalf of themselves and as representatives of the several Underwriters named in Schedule I annexed hereto. | |||||||
| By: | CITIGROUP GLOBAL MARKETS INC. | ||||||
| By: | /s/ J. Xxxxxxx XxXxxxx | ||||||
| Name: J. Xxxxxxx XxXxxxx | |||||||
| Title: Managing Director | |||||||
| Accepted by: | |||||||
| U.S. BANCORP, as Guarantor | |||||||
By:
|
/s/ Xxxxxxx X. Xxxxxx | ||||||
| Name: Xxxxxxx X. Xxxxxx | |||||||
| Title: Senior Vice President | |||||||
| USB CAPITAL X | |||||||
By:
|
U.S. Bancorp, as Sponsor | ||||||
By:
|
/s/ Xxxxxxx X. Xxxxxx | ||||||
| Name: Xxxxxxx X. Xxxxxx | |||||||
| Title: Senior Vice President | |||||||
4
SCHEDULE I
| Underwriters’ | |||||||||
| Commitment | |||||||||
Citigroup Global Markets Inc. |
2,360,000 | ||||||||
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx |
2,360,000 | ||||||||
Incorporated |
|||||||||
Xxxxxx Xxxxxxx & Co. Incorporated |
2,360,000 | ||||||||
X.X. Xxxxxxx & Sons, Inc. |
2,355,000 | ||||||||
RBC Capital Markets Corporation |
2,355,000 | ||||||||
UBS Securities LLC |
2,355,000 | ||||||||
Wachovia Capital Markets, LLC |
2,355,000 | ||||||||
Bear, Xxxxxxx & Co. Inc. |
250,000 | ||||||||
Xxxxxxx Xxxxxx & Co., Inc. |
250,000 | ||||||||
Credit Suisse First Boston LLC |
250,000 | ||||||||
Xxxxxxx, Sachs & Co. |
250,000 | ||||||||
Xxxxxx Brothers Inc. |
250,000 | ||||||||
Xxxxxxxxxxx & Co. Inc. |
250,000 | ||||||||
Xxxxx Xxxxxxx & Co. |
250,000 | ||||||||
Banc of America Securities LLC |
100,000 | ||||||||
Deutsche Bank Securities Inc. |
100,000 | ||||||||
H&R Block Financial Advisors, Inc. |
100,000 | ||||||||
HSBC Securities (USA) Inc. |
100,000 | ||||||||
KeyBanc Capital Markets, a division of McDonald Investments Inc. |
100,000 | ||||||||
Xxxxxx Xxxxxx & Company, Inc. |
100,000 | ||||||||
TD Waterhouse Investor Services, Inc. |
100,000 | ||||||||
X.X. Xxxxxxx and Company |
50,000 | ||||||||
BB&T Capital Markets, a division of Xxxxx & Xxxxxxxxxxxx, Inc. |
50,000 | ||||||||
X.X. Xxxx & Associates, Inc. |
50,000 | ||||||||
Xxxxxxx, Xxxxxx & Co. |
50,000 | ||||||||
X.X. Xxxxxxxx & Co. |
50,000 | ||||||||
Xxxxxxxxx & Company LLC |
50,000 | ||||||||
E*TRADE Securities LLC |
50,000 | ||||||||
Xxxxxx, Xxxxx Xxxxx, Incorporated |
50,000 | ||||||||
Xxxxxx & Company |
50,000 | ||||||||
J.J.B. Xxxxxxxx, X.X. Xxxxx, Inc. |
50,000 | ||||||||
Xxxxxx Xxxxxxxxxx Xxxxx LLC |
50,000 | ||||||||
Xxxxx, Xxxxxxxx & Xxxxx, Inc. |
50,000 | ||||||||
Mesirow Financial, Inc. |
50,000 | ||||||||
Pershing LLC |
50,000 | ||||||||
Xxxxxx X. Xxxxx & Co. Incorporated |
50,000 | ||||||||
Xxxx Xxxx & Co., Inc. |
50,000 | ||||||||
Sandler X’Xxxxx & Partners, L.P. |
50,000 | ||||||||
Southwest Securities, Inc. |
50,000 | ||||||||
SunTrust Capital Markets, Inc. |
50,000 | ||||||||
Sch. I-1
| Underwriters’ | |||||||||
| Commitment | |||||||||
Wedbush Xxxxxx Securities Inc. |
50,000 | ||||||||
Xxxxxxx Xxxxx & Company, L.L.C. |
50,000 | ||||||||
| Total | 20,000,000 | ||||||||
Sch. I-2
SCHEDULE II
Materials other than the Statutory Prospectus that comprise the General Disclosure
Package: Term Sheet, dated April 5, 2006.
Sch. II-1
