8-KOther EventsExhibits & Filings

CAPITAL ONE FINANCIAL CORP 8-K Report, Corporate Update (Sep 18, 2006)

Filed September 18, 2006For Securities:COFCOF-PLCOF-PICOF-PKCOF-PNCOF-PJ

Summary

Capital One Financial Corporation (COF) filed an 8-K on September 18, 2006, reporting on the closing of a significant debt offering that occurred on September 12, 2006. The company successfully issued $1.1 billion in Floating Rate Senior Notes Due 2009 and an additional $1.1 billion in 5.700% Senior Notes Due 2011. This dual offering, totaling $2.2 billion, was made under an underwriting agreement with prominent financial institutions and was registered under the Securities Act of 1933. In addition to the debt issuance, the filing also provides an update on the proposed merger with North Fork Bancorporation, Inc. Investors were previously mailed a joint proxy statement/prospectus on or about July 14, 2006, and are encouraged to review these documents for important information regarding the transaction. The company directs investors to its website and the SEC's EDGAR database for further details on these filings and the merger progress.

Key Highlights

  • 1Capital One closed a public offering of $1.1 billion in Floating Rate Senior Notes Due 2009.
  • 2Capital One also closed a public offering of $1.1 billion in 5.700% Senior Notes Due 2011.
  • 3The total aggregate principal amount of notes issued was $2.2 billion.
  • 4The offerings were conducted under an underwriting agreement with J.P. Morgan Securities Inc., Credit Suisse Securities (USA) LLC, and Deutsche Bank Securities Inc.
  • 5The notes were issued pursuant to a Senior Indenture dated November 1, 1996, with BNY Midwest Trust Company as Indenture Trustee.
  • 6The notes were registered under the Securities Act of 1933 via a Form S-3 registration statement.
  • 7The filing also references the ongoing proposed merger with North Fork Bancorporation, Inc. and directs investors to relevant filings and websites for more information.

Frequently Asked Questions

The primary purpose of this 8-K filing was to report the closing of Capital One's public offering of two series of senior notes: $1.1 billion in Floating Rate Senior Notes Due 2009 and $1.1 billion in 5.700% Senior Notes Due 2011, totaling $2.2 billion. It also provided an update regarding the proposed merger with North Fork Bancorporation, Inc.

The issuance of $2.2 billion in senior notes increases Capital One's long-term debt obligations. This financing could be used for general corporate purposes, including funding operations, acquisitions, or managing its balance sheet. Investors should consider how this increased leverage impacts the company's financial risk profile and its ability to service this debt.

Investors can find more information about the proposed merger with North Fork Bancorporation, Inc. by accessing the SEC's website (www.sec.gov) for the joint proxy statement/prospectus and subsequent filings, Capital One's investor relations website (www.capitalone.com), or North Fork's investor relations website (www.northforkbank.com).

The filing details two series of notes: the Floating Rate Senior Notes Due 2009, which have a floating interest rate, and the 5.700% Senior Notes Due 2011, which carry a fixed interest rate of 5.700%. Both are senior notes. Specific details regarding interest rate calculations for the floating rate notes and other covenants are available in the referenced underwriting agreement and indenture, which are exhibits to this filing.