Introductory Note
On December 1, 2022, U.S. Bancorp (the “Company”) announced that it completed the acquisition of MUFG Union Bank N.A.’s core regional banking franchise from Mitsubishi UFJ Financial Group, Inc. Pursuant to the terms of the previously announced Share Purchase Agreement, dated as of September 21, 2021 (as amended by Amendment No. 1 to the Share Purchase Agreement, dated as of May 10, 2022, the “Purchase Agreement”) among the Company, Mitsubishi UFJ Financial Group, Inc. (“Seller Holdco”) and MUFG Americas Holdings Corporation, a wholly owned subsidiary of Seller Holdco (“Seller” and together with Seller Holdco, “Sellers”), the Company purchased from the Seller (the “Acquisition”) all the issued and outstanding shares of common stock of MUFG Union Bank, N.A., a national banking association (“Union Bank”), for a purchase price consisting of $5.5 billion in cash, subject to certain customary adjustments, and 44,374,155 shares of common stock of the Company (the “Stock Consideration”). After the issuance of the Stock Consideration, the Company had 1,530,241,956 shares of issued and outstanding common stock.
Under the terms of the Purchase Agreement, the purchase price was based on Union Bank having a tangible book value of $6.25 billion at the closing of the Acquisition. At the closing, Union Bank had $3.5 billion in excess capital (the “Excess Capital”) over the $6.25 billion tangible book value target. The Company will deliver to Seller an amount equal to the Excess Capital by the fifth anniversary of the closing in accordance with the terms of the Purchase Agreement.
The description of the Purchase Agreement provided herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (“SEC”) on September 24, 2021 and is incorporated herein by reference, and to the full text of Amendment No. 1 to the Share Purchase Agreement, dated as of May 10, 2022, a copy of which was filed as Exhibit 2.1 to the Quarterly Report on Form 10-Q filed by the Company with the SEC on August 4, 2022 and is incorporated herein by reference.
| Item 1.01 | Entry into a Material Definitive Agreement. |
Upon the closing of the Acquisition and in connection with the issuance of the Stock Consideration, the Company and MUFG Bank, Ltd. entered into a Registration Rights Agreement, dated December 1, 2022 (the “Registration Rights Agreement”). Under the Registration Rights Agreement, the Company agreed that it will use its reasonable best efforts to keep its existing registration statement filed on Form S-3 (“Existing Registration Statement”) continuously effective and, at the request of holders of the Stock Consideration and subject to certain conditions, to facilitate a takedown of registerable securities off of the Existing Registration Statement by preparing and filing with the SEC a prospectus supplement to the Existing Registration Statement. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.1 hereto and is hereby incorporated into this report by reference.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The information set forth in the Introductory Note is incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information set forth in the Introductory Note relating to the issuance of the Stock Consideration is incorporated herein by reference.
