U.S. Bank National Association

Transcription

1 February [7], 2017 U.S. Bank National Association US $50,000,000,000 Global Bank Note Program DRAFT TERM SHEET Principal Amount: $[ ] Issue Price: % Stated Maturity Date: February [10], 2057 CUSIP Number: [ ] Trade Date: February [7], 2017 Original Issue Date: February [10], 2017 Net Proceeds to U.S. Bank National Association: $[ ] Agents Discount or Commission: $[ ] Security Type: Senior Bank Notes Base Rate: [ ] Certificate of Deposit Rate [ ] CMT Rate [ ] Commercial Paper Rate [ X ] LIBOR: Reuters Page LIBOR01 [ ] Prime Rate [ ] Treasury Rate Initial Interest Rate: Interest Reset Dates: Interest Determination Dates: Interest Rate Reset Period: Interest Payment Dates: Index Maturity: Designated LIBOR Currency: 3 month U.S. Dollar LIBOR as of two London Banking Days prior to the Original Issue Date minus 0.30% February [10], May [10], August [10] and November [10] of each year, commencing on May [10], 2017 Quarterly, two London Banking Days prior to each Interest Reset Date Quarterly February [10], May [10], August [10] and November [10] of each year, commencing on May [10], month U.S. Dollars Spread: -0.30% Spread Multiplier: Maximum Interest Rate: N/A N/A Minimum Interest Rate: 0.00% 1

2 Day Count Convention: Actual / 360 Redemption: Optional Repayment: Specified Currency: Denomination: Original Issue Discount: The Notes may be redeemed at the option of U.S. Bank National Association prior to the stated maturity date. See Other Provisions Optional Redemption below. The Notes may be repaid at the option of the holders prior to the stated maturity date. See Other Provisions Optional Repayment below. US Dollars Minimum denominations of $250,000 and integral multiples of $1,000 in excess thereof No Form: [ X ] Book-entry [ ] Certificated [ X ] Other provisions: Optional Redemption: U.S. Bank National Association may at its option elect to redeem the Notes, in whole or in part, in increments of $250,000 or any multiple of $1,000, upon not less than 30 nor more than 60 days prior written notice to the holders, on February [10], 2047 or on any business day thereafter at the following redemption prices corresponding to the periods set forth below (expressed as a percentage of the principal amount of the Notes), together with any unpaid accrued interest to, but excluding, the redemption date: If Redeemed During the 12-Month Period Commencing on: Redemption Price February 10, % February 10, % February 10, % February 10, % February 10, % February 10, % February 10, % February 10, % February 10, % February 10, 2056 and thereafter to, but excluding, maturity % 2

3 Optional Repayment: The holders of the Notes may elect to cause U.S. Bank National Association to repurchase the Notes, in whole or in part, in increments of $250,000 or any multiple of $1,000, upon not less than 30 nor more than 60 days prior written notice to U.S. Bank National Association, on February [10] of each of the years set forth below, at the amounts corresponding to the years set forth below (expressed as a percentage of the principal amount of the Notes), together with any unpaid accrued interest to, but excluding, the repayment date: Repayment Date Repayment Price February 10, % February 10, % February 10, % February 10, % February 10, % February 10, % February 10, % February 10, % February 10, % February 10, % February 10, 2028 and February 10 of each third year thereafter, commencing February 10, % Use of Proceeds: Plan of Distribution: The net proceeds from the sale of the Notes will be used by U.S. Bank National Association for general corporate purposes. The Agent[s] has [have] agreed, [severally and not jointly], to purchase from us, and we have agreed to sell to the Agent[s], the principal amount of Notes set forth opposite its [their] respective names below. Agents Principal Amount of Notes UBS Securities LLC $[ ] Total $[ ] Investors: The Notes are being offered and sold only to investors that are accredited investors within the meaning of Rule 501(a) under the Securities Act of 1933, as amended. 3

4 Settlement: Notes Used as Qualified Replacement Property: Delivery of the Notes is expected to be made against payment therefore on or about February 10, 2017, which will be on the third business day after the trade date. Prospective investors seeking to treat the Notes as qualified replacement property for purposes of Section 1042 of the Internal Revenue Code of 1986, as amended (the Code ), should be aware that Section 1042 requires the issuer to meet certain requirements in order for the Notes to constitute qualified replacement property. In general, qualified replacement property is a security (as defined in Section 165(g)(2) of the Code) issued by a domestic "operating corporation (as defined in Section 1042(c)(4)(B) of the Code) that did not, for the taxable year preceding the taxable year in which such security was purchased, have passive investment income (as defined in Section 1362(d)(3)(C) of the Code) in excess of 25 percent of the gross receipts of such corporation for such preceding taxable year (the passive income test ). For purposes of the passive income test, where the issuing corporation is in control of one or more corporations or such issuing corporation is controlled by one or more other corporations, all such corporations are treated as one corporation (the affiliated group ) when computing the amount of passive investment income under Section U.S. Bank National Association believes that less than 25 percent of its affiliated group s gross receipts is passive investment income for the taxable year ending December 31, In making this determination, U.S. Bank National Association has made certain assumptions and used procedures which it believes are reasonable. U.S. Bank National Association cannot give any assurance as to whether it will continue to meet the passive income test. It is, in addition, possible that the Internal Revenue Service may disagree with the manner in which U.S. Bank National Association has calculated the affiliated group s gross receipts (including the characterization thereof) and passive investment income and the conclusions reached herein. The Notes are securities with no established trading market. No assurance can be given as to whether a trading market for the Notes will develop or as to the liquidity of a trading market for the Notes. The availability and liquidity of a trading market for the Notes will also be affected by the degree to which purchasers treat the Notes as qualified replacement property. Foreign Account Tax Compliance: The Foreign Account Tax Compliance Act ( FATCA ) generally imposes a 30% withholding tax on interest payments and proceeds of sale of interest-bearing obligations for payments made after the relevant effective date to certain foreign financial institutions that fail to certify their FATCA status, and investment funds and nonfinancial foreign entities if certain disclosure requirements related to direct and indirect United States shareholders and/or United States accountholders are not satisfied. In the case of payments made to a foreign financial institution (generally including an investment fund), as a beneficial owner or as an 4

5 intermediary, the tax generally will be imposed, subject to certain exceptions, unless such institution (i) enters into (or is otherwise subject to) and complies with an agreement with the U.S. government (a FATCA Agreement ) or (ii) is required by and complies with applicable foreign law enacted in connection with an intergovernmental agreement between the United States and a foreign jurisdiction (an IGA ), in either case to, among other things, collect and provide to the U.S. or other relevant tax authorities certain information regarding U.S. account holders of such institution. In the case of payments made to a foreign entity that is not a financial institution (as a beneficial owner), the tax generally will be imposed, subject to certain exceptions, unless such entity provides the withholding agent with a certification that it does not have any substantial U.S. owner (generally, any specified U.S. person that directly or indirectly owns more than a specified percentage of such entity) or that identifies its substantial U.S. owners. If the notes are held through a foreign financial institution that enters into (or is otherwise subject to) a FATCA Agreement, such foreign financial institution (or, in certain cases, a person paying amounts to such foreign financial institution) generally will be required, subject to certain exceptions, to withhold such tax on payments of dividends and proceeds described above made to (x) a person (including an individual) that fails to comply with certain information requests or (y) a foreign financial institution that has not entered into (and is not otherwise subject to) a FATCA Agreement and is not required to comply with FATCA pursuant to applicable foreign law enacted in connection with an IGA. Pursuant to applicable Treasury regulations and IRS guidance, the withholding tax applies to obligations that are issued after July 1, Under applicable Treasury regulations and IRS guidance (including Notice ), withholding will only be required, subject to certain exceptions, (i) with respect to payments of interest and (ii) with respect to other withholdable payments (including payments of gross proceeds from a sale or other disposition of notes) made on or after January 1, If any amount of, or in respect of, U.S. withholding tax were to be deducted or withheld from payments on the notes as a result of a failure by an investor (or by an institution through which an investor holds the notes) to comply with FATCA, neither the U.S. Bank National Association nor any paying agent nor any other person would, pursuant to the terms of the notes, be required to pay additional amounts with respect to any notes as a result of the deduction or withholding of such tax. Prospective investors are encouraged to consult their tax advisors regarding the implications of this legislation on their investment in the Notes, as well as the status of any related federal regulations. 5