8-KRegulation FDExhibits & Filings

CAPITAL ONE FINANCIAL CORP 8-K Report, Regulation FD Disclosure (Sep 5, 2012)

Filed September 5, 2012For Securities:COFCOF-PLCOF-PICOF-PKCOF-PNCOF-PJ

Summary

This 8-K filing by Capital One Financial Corporation (COF) on September 4, 2012, announces that a significant selling stockholder, ING Bank N.V., intends to sell its entire stake of approximately 54.0 million shares in the company through an underwritten public offering. Capital One itself is not selling any shares in this offering, meaning no new capital will be raised by the company from this transaction. All proceeds from the sale will go directly to ING Bank N.V. The offering is being managed by BofA Merrill Lynch, Morgan Stanley, and Citigroup as joint book-running managers. This event is primarily a disclosure of a large block trade by a major shareholder and does not reflect any change in Capital One's operational or financial performance. Investors should monitor the market reaction to this increased supply of shares.

Key Highlights

  • 1ING Bank N.V. plans to sell its entire 54.0 million shareholding in Capital One.
  • 2Capital One Financial Corporation is not issuing or selling any shares in this offering.
  • 3All proceeds from the sale will be received by ING Bank N.V., not Capital One.
  • 4The sale will be conducted as an underwritten public offering.
  • 5BofA Merrill Lynch, Morgan Stanley, and Citigroup are the joint book-running managers.
  • 6This filing is a Regulation FD disclosure, indicating a significant shareholder transaction.

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