Summary
Capital One Financial Corporation (COF) filed an 8-K on July 13, 2011, to announce a significant underwritten public offering of its common stock. The primary purpose of this offering is to raise capital to fund the previously announced acquisition of the ING Direct business, which includes ING Bank, fsb, and related entities. The company intends to use forward sale agreements with investment banks to facilitate the stock offering, with settlement expected within seven months through physical delivery of shares. This filing also provides crucial financial information and risk factors related to the ING Direct acquisition. Investors are presented with audited financial statements for ING Bank for 2009 and 2010, unaudited financials for the first quarter of 2011, and preliminary pro forma combined financial statements. Additionally, Capital One has included risk factors associated with ING Bank's business and supplemental risk factors pertaining to the acquisition itself, highlighting potential challenges and uncertainties that could impact the integration and future performance.
Key Highlights
- 1Capital One is conducting an underwritten public offering of its common stock.
- 2Proceeds from the stock offering will be used to finance the acquisition of ING Direct business.
- 3The acquisition includes ING Bank, fsb, WS Realty, LLC, ING Direct Community Development LLC, and certain assets/liabilities of ING Direct Bancorp.
- 4Forward sale agreements will be used with investment banks for stock offering settlement, expected within seven months.
- 5The filing includes audited financial statements for ING Bank (2009-2010) and preliminary pro forma combined financials.
- 6Risk factors related to ING Bank's business and the acquisition itself are disclosed.
- 7The underwriters have a 30-day option to purchase additional shares to cover over-allotments.