Summary
Capital One Financial Corporation (COF) filed an 8-K on June 12, 2014, to report on the issuance and sale of 20,000,000 depositary shares, each representing an interest in its Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series C. This offering raised approximately $483.7 million in net proceeds, after deducting underwriting commissions and expenses. The Series C Preferred Stock carries a liquidation preference of $25 per depositary share ($1,000 per share of preferred stock). This filing is significant as it details a capital raise activity. Investors should note that the terms of the Series C Preferred Stock include restrictions on the company's ability to pay dividends or repurchase common stock or junior preferred stock if dividends on the Series C Preferred Stock are not declared and paid or set aside. The filing incorporates by reference the Certificate of Designations, the Underwriting Agreement, and the Deposit Agreement, providing further details on the terms and conditions of this preferred stock offering.
Key Highlights
- 1Capital One Financial Corporation issued 20,000,000 depositary shares representing Series C Fixed Rate Non-Cumulative Perpetual Preferred Stock.
- 2The offering raised approximately $483.7 million in net proceeds.
- 3Each depositary share represents a 1/40th interest in a share of Series C Preferred Stock with a liquidation preference of $25 per depositary share.
- 4The Series C Preferred Stock is non-cumulative.
- 5The company's ability to pay dividends on or repurchase common stock or junior preferred stock is restricted if Series C Preferred Stock dividends are not declared/paid.
- 6The filing includes the Underwriting Agreement, Certificate of Designations, and Deposit Agreement as exhibits.
- 7This issuance is part of Capital One's ongoing capital management strategy.