8-KOther Events

CAPITAL ONE FINANCIAL CORP 8-K Report, Corporate Update (Oct 2, 2006)

Filed October 2, 2006For Securities:COFCOF-PLCOF-PICOF-PKCOF-PNCOF-PJ

Summary

Capital One Financial Corporation (COF) has filed an 8-K report to announce the termination of its $4.2 billion syndicated bridge loan agreement. This loan was originally established on May 9, 2006, to provide interim financing for the cash consideration related to its proposed merger with North Fork Bancorporation, Inc. The commitments under the bridge loan were terminated effective September 29, 2006, and cannot be reinstated. Capital One has effectively replaced the interim financing by issuing approximately $4.2 billion in capital securities, senior notes, and subordinated notes. This filing also serves as a notification under Rule 425 of the Securities Act, indicating it may contain written communications related to the North Fork merger. Investors are reminded that further details about the merger and related filings can be found on the SEC's website and Capital One's investor relations portal.

Key Highlights

  • 1Termination of $4.2 billion syndicated bridge loan agreement originally intended for the North Fork Bancorporation merger financing.
  • 2Bridge loan commitments terminated effective September 29, 2006, and are non-reinstatable.
  • 3Capital One successfully raised approximately $4.2 billion through capital securities, senior notes, and subordinated notes.
  • 4This financing effectively replaces the interim bridge loan for the North Fork acquisition.
  • 5The filing also relates to written communications under Rule 425, concerning the North Fork merger.
  • 6Investors are directed to SEC filings and Capital One's investor relations website for detailed information on the North Fork merger.

Frequently Asked Questions

Capital One terminated the bridge loan because it successfully secured the necessary funds through the issuance of approximately $4.2 billion in capital securities, senior notes, and subordinated notes. This issuance effectively replaced the need for the interim bridge financing for the North Fork acquisition.

The $4.2 billion syndicated bridge loan agreement, entered into on May 9, 2006, was intended to provide interim financing for the cash consideration payable to shareholders of North Fork Bancorporation, Inc., in connection with Capital One's proposed merger with North Fork.

No, under the terms of the Bridge Loan Agreement, the terminated commitments may not be reinstated. This means Capital One will not be able to draw on this specific facility again.

More information about the Capital One and North Fork merger can be found in the definitive joint proxy statement/prospectus filed with the SEC. This document, along with other related filings, is available on the SEC's website (www.sec.gov), Capital One's investor relations website (www.capitalone.com), and North Fork's investor relations website (www.northforkbank.com).