Summary
This Form 8-K filing by Capital One Financial Corporation (COF) on September 10, 2012, primarily details the completion of a significant secondary public offering of Capital One common stock by ING Bank, N.V. (the "Selling Stockholder"). This offering involved the sale of over 54 million shares, generating approximately $2.985 billion for ING, with Capital One itself not receiving any proceeds. The filing also notes the resignation of C.P.A.J. Leenaars from Capital One's Board of Directors, effective upon the closing of this stock offering, as per the Shareholders Agreement related to the ING Direct acquisition.
Key Highlights
- 1ING Bank, N.V. completed the sale of 54,028,086 shares of Capital One common stock in an underwritten public offering.
- 2The total proceeds for the Selling Stockholder (ING) from this offering amounted to approximately $2.985 billion.
- 3Capital One Financial Corporation did not receive any proceeds from this stock sale.
- 4The sale of shares was executed at a price of $55.2482 per share.
- 5The offering closed on September 10, 2012, following an Underwriting Agreement dated September 4, 2012.
- 6C.P.A.J. Leenaars resigned from Capital One's Board of Directors, effective upon the closing of the offering.
- 7Mr. Leenaars' resignation was a condition of the Shareholders Agreement stemming from the ING Direct acquisition, triggered by the sale of ING's shares.
Frequently Asked Questions
No, Capital One Financial Corporation did not receive any proceeds from this offering. The sale was conducted by ING Bank, N.V., and all proceeds went to the selling stockholder.
The filing states that the sale was part of an underwritten public offering. ING's resignation of its board seat was contingent on selling a significant portion of its acquired shares, and this offering appears to be the event that triggered that condition.
The total value of the shares sold in this offering was approximately $2.985 billion, with 54,028,086 shares sold at a price of $55.2482 per share.
Mr. Leenaars was a designated nominee to Capital One's Board of Directors by ING Groep as part of the ING Direct acquisition agreement. His resignation, effective upon the sale of ING's shares, marks a conclusion to ING's direct board representation related to that transaction.