8-KMaterial AgreementsOther EventsExhibits & Filings

CAPITAL ONE FINANCIAL CORP 8-K Report, Material Agreement (Sep 26, 2008)

Filed September 26, 2008For Securities:COFCOF-PLCOF-PICOF-PKCOF-PNCOF-PJ

Summary

Capital One Financial Corporation (COF) announced on September 24, 2008, that it entered into an underwriting agreement to issue and sell 14,000,000 shares of its common stock at a public offering price of $49.00 per share. This offering, made through an underwritten public offering, is expected to generate approximately $660.3 million in net proceeds, before accounting for any over-allotments. As part of the transaction, the company has granted underwriters an option to purchase an additional 2,100,000 shares to cover potential over-allotments. Furthermore, the company and its officers and directors have agreed to 90-day lock-up agreements, restricting their ability to sell shares during this period, which is standard practice for such offerings. The offering is being conducted under Capital One's existing automatic shelf registration statement.

Key Highlights

  • 1Capital One announced a public offering of 14 million shares of common stock.
  • 2The offering price is set at $49.00 per share.
  • 3The company expects to raise approximately $660.3 million in net proceeds from the offering.
  • 4An over-allotment option for an additional 2.1 million shares has been granted to underwriters.
  • 5Company officers and directors will be subject to 90-day lock-up agreements.
  • 6The offering is being conducted under a Form S-3 shelf registration statement.

Frequently Asked Questions

This Form 8-K filing is primarily to report on the entry into a material definitive agreement concerning a public offering of Capital One's common stock and to furnish related information.

Capital One aims to raise approximately $660.3 million in net proceeds from the offering of 14 million shares, before considering the exercise of any over-allotment option.

Yes, Capital One and certain of its officers and directors have agreed to 90-day lock-up agreements, which restrict their ability to sell shares during that period, subject to customary exceptions.

The over-allotment option allows the underwriters to purchase up to an additional 2.1 million shares from Capital One if there is high demand for the shares in the offering. This can increase the total proceeds for Capital One and provide flexibility for the underwriters in managing the offering.