UNDERWRITING AGREEMENT
EXECUTION COPY
Exhibit 1.1
August 3, 2005
U.S. Bancorp
USB Capital VII
000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Ladies and Gentlemen:
USB Capital VII
000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Ladies and Gentlemen:
We (the “Representatives”) understand that USB Capital VII, 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”) 12,000,000 5.875% Trust Preferred
Securities (liquidation amount $25 per Preferred Security) with an aggregate liquidation amount of
$300,000,000 (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 1,800,000 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 5.875% Junior Subordinated
Debentures of the Guarantor (the “Junior Subordinated Debentures”), due 2035. The Junior
Subordinated Debentures will be issued by the Guarantor pursuant to a Junior Subordinated Indenture
(the “Indenture”) dated as of April 28, 2005, as amended, between the Guarantor and Delaware Trust
Company, National Association as trustee (the “Debenture Trustee”).
The Guarantor will, through the Indenture, the Junior Subordinated Debentures, the Amended and
Restated Trust Agreement dated as of August 15, 2005 (the “Trust Agreement”) 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 dated as of August 15, 2005 (the “Guarantee”) between the Guarantor and
Delaware Trust Company, National Association, 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 (collectively the “Purchase
Price”). 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,
which notice may be given at any time within 30 days from the date of this document.
The Offered Securities shall have the terms set forth in the Prospectus Supplement dated
August 3, 2005.
Except as otherwise provided herein, all the provisions contained in the document entitled
“U.S. Bancorp Underwriting Agreement Standard Provisions (Capital Securities) (August 3, 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.
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 August 15, 2005 at the offices
of Xxxxxxx Xxxxxxx & Xxxxxxxx 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 Xxxxxxx Xxxxxxx &
Xxxxxxxx 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.
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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. XXXXXX XXXXXXX & CO. INCORPORATED Acting severally on behalf of themselves and as representatives of the several Underwriters named in Schedule I annexed hereto. |
||||
| By: | XXXXXX XXXXXXX & CO. INCORPORATED | |||
| By: | /s/ Xxxxxx X. X’Xxxxxx | |||
| Name: | Xxxxxx X. X’Xxxxxx | |||
| Title: | Vice President | |||
| Accepted by: | ||||
| U.S. BANCORP, as Guarantor | ||||
By:
|
/s/ Xxxxxxx X. Xxxxxx | |||
| Name: Xxxxxxx X. Xxxxxx | ||||
| Title: Senior Vice President | ||||
| USB CAPITAL VII | ||||
| By: U.S. Bancorp, as Sponsor | ||||
By:
|
/s/ Xxxxxxx X. Xxxxxx | |||
| Name: Xxxxxxx X. Xxxxxx | ||||
| Title: Senior Vice President | ||||
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SCHEDULE I
| Underwriters’ | ||
| Commitment | ||
Xxxxxx Xxxxxxx & Co. Incorporated |
1,743,000 | |
Citigroup Global Markets Inc. |
1,743,000 | |
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated |
1,743,000 | |
UBS Securities LLC |
1,743,000 | |
Wachovia Capital Markets, LLC |
1,743,000 | |
X.X. Xxxxxxx & Sons, Inc. |
600,000 | |
RBC Xxxx Xxxxxxxx Inc. |
600,000 | |
Xxxxxxx Xxxxxx & Co., Inc. |
600,000 | |
Banc of America Securities LLC |
67,500 | |
BB&T Capital Markets, A division of Xxxxx & Xxxxxxxxxxxx, Inc. |
67,500 | |
Bear, Xxxxxxx & Co. Inc. |
67,500 | |
Credit Suisse First Boston LLC |
67,500 | |
Deutsche Bank Securities Inc. |
67,500 | |
H&R Block Financial Advisors, Inc. |
67,500 | |
HSBC Securities (USA) Inc. |
67,500 | |
KeyBanc Capital Markets, A Division of McDonald Investments Inc. |
67,500 | |
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated |
67,500 | |
Xxxxxx Brothers Inc. |
67,500 | |
Xxxxxxxxxxx & Co. Inc. |
67,500 | |
Xxxxx Xxxxxxx & Co. |
67,500 | |
TD Waterhouse Investor Services, Inc. |
67,500 | |
Advest, Inc. |
22,500 | |
Xxxxxxx, Xxxxxx & Co. |
22,500 | |
X.X. Xxxxxxxx & Co. |
22,500 | |
Xxxxxxxxx & Company LLC |
22,500 | |
First Southwest Company |
22,500 | |
Huntleigh Securities Corporation |
22,500 | |
Hutchinson, Shockey, Erley & Co. |
22,500 | |
Xxxxxx Xxxxxxxxxx Xxxxx LLC |
22,500 | |
J.J.B. Xxxxxxxx, X.X. Xxxxx, Inc. |
22,500 | |
Xxxxx, Xxxxxxxx & Xxxxx, Inc. |
22,500 | |
XxXxxx, Xxxxx & Co., Inc. |
22,500 | |
Mesirow Financial, Inc. |
22,500 | |
Xxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx, Inc. |
22,500 | |
Xxxxxx Xxxxxx & Company, Inc. |
22,500 | |
Pershing LLC |
22,500 | |
Xxxxxxx Xxxxx & Associates, Inc. |
22,500 | |
Xxxxxx X. Xxxxx & Co. Incorporated |
22,500 | |
Xxxx Xxxx & Co., Inc. |
22,500 | |
Xxxxx, Xxxxx & Co. |
22,500 | |
Southwest Securities, Inc. |
22,500 | |
Xxxxxx, Xxxxx & Xxxxx, Inc. |
22,500 | |
Xxxxxxxx Inc. |
22,500 |
Sch. I-1
| Underwriters’ | ||
| Commitment | ||
Xxxxxx, Xxxxxxxx & Company, Incorporated |
22,500 | |
SunTrust Capital Markets, Inc. |
22,500 | |
Wedbush Xxxxxx Securities Inc. |
22,500 | |
Xxxxxxx Xxxxx & Company L.L.C. |
22,500 | |
X.X. Xxxxxxx and Company |
22,500 | |
Total |
$12,000,000 |
Sch. I-2
