8-KOther EventsExhibits & Filings

CAPITAL ONE FINANCIAL CORP 8-K Report, Corporate Update (Nov 13, 2009)

Filed November 13, 2009For Securities:COFCOF-PLCOF-PICOF-PKCOF-PNCOF-PJ

Summary

This 8-K filing by Capital One Financial Corporation (COF) reports on the closing of a public offering of $1 billion in Trust Preferred Securities by its subsidiary, Capital One Capital VI, on November 13, 2009. These securities represent preferred beneficial interests in the trust, which in turn invested the proceeds into Capital One's 8.875% Junior Subordinated Debt Securities due 2040. The offering is guaranteed on a subordinated basis by Capital One Financial Corporation. This transaction serves to bolster Capital One's capital structure. The issuance of these securities, along with the guarantee from the parent company, indicates a strategic move to enhance its financial resources, particularly during a period of economic uncertainty in late 2009. Investors should note the fixed rate of 8.875% on both the Trust Preferred Securities and the underlying Junior Subordinated Debt, as well as the long-term maturity of 2040 for the debt.

Key Highlights

  • 1Capital One Financial Corporation closed a $1 billion public offering of Trust Preferred Securities through its subsidiary, Capital One Capital VI, on November 13, 2009.
  • 2The Trust Preferred Securities carry a fixed rate of 8.875% and mature in 2040.
  • 3Capital One Financial Corporation provided a subordinated guarantee for the Trust Preferred Securities.
  • 4Proceeds from the offering were used by the Trust to purchase Capital One's 8.875% Junior Subordinated Debt Securities due 2040.
  • 5The transaction is structured to enhance Capital One's capital base.
  • 6The offering was underwritten by major financial institutions including Barclays Capital Inc., Citigroup Global Markets Inc., and Wells Fargo Securities, LLC.
  • 7Relevant legal opinions regarding tax matters were obtained from Gibson, Dunn & Crutcher LLP.

Frequently Asked Questions

The primary purpose of this 8-K filing was to report the closing of a $1 billion public offering of Trust Preferred Securities by Capital One Financial Corporation's subsidiary, Capital One Capital VI, on November 13, 2009. This event signifies a capital raising activity for the company.

Trust Preferred Securities are hybrid financial instruments that share characteristics of both debt and equity. In this case, Capital One Capital VI issued these securities to investors. The trust then used the proceeds to purchase Capital One's Junior Subordinated Debt Securities. This structure effectively allows Capital One to raise long-term capital while providing investors with a fixed return.

The subordinated guarantee from Capital One Financial Corporation means that in the event of the trust's inability to make payments on the Trust Preferred Securities, Capital One is obligated to make those payments. This guarantee adds a layer of security for the holders of the Trust Preferred Securities, making them more attractive investments, although it ranks below other senior debt obligations of Capital One.

The 8.875% interest rate applies to both the Trust Preferred Securities issued by the trust and the Junior Subordinated Debt Securities purchased by the trust from Capital One. This fixed rate indicates the cost of capital for Capital One on this specific issuance and the return provided to investors in the Trust Preferred Securities.