What was the primary purpose of this 8-K filing?

The primary purpose of this 8-K filing was to report the closing of the public offering of $650 million of Capital Securities by Capital One Capital III, a statutory trust, and the subsequent issuance of $650 million in junior subordinated debt by Capital One Financial Corporation.

What are Capital Securities and how do they relate to Capital One?

Capital Securities are preferred beneficial interests in Capital One Capital III, the statutory trust. They were issued through a public offering and are guaranteed on a subordinated basis by Capital One Financial Corporation. The proceeds from the sale of these securities were used to purchase subordinated debt from Capital One.

What is a Replacement Capital Covenant and what impact does it have?

A Replacement Capital Covenant is an agreement that restricts Capital One from redeeming or repurchasing its newly issued junior subordinated debt securities, unless such actions are funded by the proceeds from the sale of securities with similar or more equity-like characteristics. This covenant is designed to maintain a certain level of capital structure for the benefit of debtholders.

How does this debt issuance relate to the North Fork merger?

While this debt issuance is a separate transaction, the filing also notes its relevance in the context of the proposed merger with North Fork Bancorporation, Inc. Investors are directed to consult the joint proxy statement/prospectus for comprehensive details on the merger, which includes important information for shareholders of both companies.

CAPITAL ONE FINANCIAL CORP 8-K SEC Disclosure

Summary

Capital One Financial Corporation (COF) filed an 8-K on August 3, 2006, reporting the successful closing of a public offering of $650 million of Capital Securities by its statutory trust, Capital One Capital III. These Capital Securities represent preferred interests in the trust and are guaranteed on a subordinated basis by Capital One. The proceeds from this offering, along with the sale of common securities by the trust, were used by the trust to purchase 7.686% Junior Subordinated Debt Securities from Capital One. This transaction is structured to provide Capital One with long-term financing. The filing also notes the entry into a Replacement Capital Covenant, which restricts Capital One's ability to redeem or repurchase these junior subordinated debt securities unless funded by equity-like securities. Additionally, the filing references the ongoing proposed merger with North Fork Bancorporation, Inc., urging investors to consult the previously filed joint proxy statement/prospectus for details.

Key Highlights

1Capital One successfully completed a $650 million public offering of Capital Securities through its subsidiary trust, Capital One Capital III.
2The offering resulted in Capital One issuing $650 million in 7.686% Junior Subordinated Debt Securities.
3The Capital Securities are guaranteed on a subordinated basis by Capital One Financial Corporation.
4A Replacement Capital Covenant was executed, imposing restrictions on the redemption of the junior subordinated debt securities.
5The transaction is linked to Capital One's proposed merger with North Fork Bancorporation, Inc., with ongoing SEC filings related to this merger.
6The filing includes various exhibits detailing the underwriting, indentures, trust documents, guarantee agreement, tax opinion, and the replacement capital covenant.

CAPITAL ONE FINANCIAL CORP 8-K Report, Corporate Update (Aug 4, 2006)

Summary

Key Highlights

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