8-KOther EventsExhibits & Filings

CAPITAL ONE FINANCIAL CORP 8-K Report, Corporate Update (Dec 9, 2009)

Filed December 9, 2009For Securities:COFCOF-PLCOF-PICOF-PKCOF-PNCOF-PJ

Summary

This 8-K filing from Capital One Financial Corporation (COF) on December 9, 2009, details the closure of a secondary public offering of warrants by the U.S. Department of the Treasury. The Treasury sold 12,657,960 warrants, each representing the right to purchase one share of Capital One common stock at an exercise price of $42.13. The offering was conducted via an auction process, with the warrants priced at the clearing price of $11.75. Crucially for investors, Capital One itself did not receive any proceeds from this warrant offering, as it was conducted by the Treasury. The company has entered into 45-day "lock-up" agreements with certain officers and directors, which is a standard practice in such offerings to prevent immediate selling pressure. This event signifies the Treasury's divestment of its stake through these warrants.

Key Highlights

  • 1The U.S. Department of the Treasury closed a public offering of 12,657,960 Capital One common stock warrants on December 9, 2009.
  • 2Each warrant allows the holder to purchase one share of Capital One common stock at an exercise price of $42.13.
  • 3The warrants were sold through an auction process, with a public offering price of $11.75 per warrant.
  • 4Capital One Financial Corporation did not receive any proceeds from this offering, as it was conducted by the Treasury.
  • 5The company and certain officers/directors have agreed to 45-day "lock-up" periods following the offering.
  • 6This event represents the Treasury's exit from its holding of Capital One warrants.
  • 7The offering was conducted under Capital One's existing shelf registration statement.

Frequently Asked Questions

This filing details the Treasury's sale of warrants to purchase Capital One stock. For existing shareholders, it signifies the potential for a large number of new shares to be issued if these warrants are exercised, which could dilute existing ownership. However, it also marks the Treasury's exit from its position, potentially removing a source of future selling pressure.

No, Capital One Financial Corporation did not receive any proceeds from this warrant offering. The sale was conducted by the U.S. Department of the Treasury, and all proceeds went to the Treasury.

The "lock-up" agreements are commitments by Capital One and certain of its officers and directors not to sell their shares or warrants for a period of 45 days. This is a common practice in offerings involving government entities or large block sales to prevent immediate market disruption and ensure orderly trading.

The exercise price for each warrant is $42.13 per share. This means that a warrant holder must pay $42.13 to the company to receive one share of Capital One common stock. If the market price of Capital One's stock is above $42.13, it is generally profitable for the warrant holder to exercise the warrant.