8-KMaterial Agreements

CAPITAL ONE FINANCIAL CORP 8-K Report, Material Agreement (May 12, 2006)

Filed May 12, 2006For Securities:COFCOF-PLCOF-PICOF-PKCOF-PNCOF-PJ

Summary

Capital One Financial Corporation (COF) filed an 8-K on May 12, 2006, reporting a material definitive agreement. Specifically, on May 9, 2006, the company entered into a $4.2 billion syndicated bridge loan facility. This facility is intended to provide interim financing for the cash portion of the acquisition of North Fork Bancorporation, Inc. (North Fork). The bridge loan facility, arranged by J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., has an availability period until May 7, 2007. Borrowings under the facility will mature within 364 days of borrowing or by December 1, 2007, whichever comes first. Importantly, the facility's size will be reduced as Capital One secures long-term funding through securities issuances for the acquisition. Investors should note this as a key step in financing the North Fork acquisition.

Key Highlights

  • 1Capital One entered into a $4.2 billion syndicated bridge loan facility on May 9, 2006.
  • 2The facility is designed to provide interim financing for the cash component of the North Fork Bancorporation acquisition.
  • 3J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. are the lead arrangers for the facility.
  • 4The bridge loan facility is available until May 7, 2007.
  • 5Borrowings under the facility mature within 364 days of borrowing or by December 1, 2007.
  • 6The facility size will automatically decrease as Capital One issues securities to fund the acquisition.
  • 7This agreement is considered a material definitive agreement filed under Item 1.01 of Form 8-K.

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