Summary
Capital One Financial Corporation (COF) filed an 8-K on May 14, 2015, to report the issuance and sale of 1,000,000 shares of its Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E. This preferred stock has a liquidation preference of $1,000 per share and was issued with net proceeds of approximately $988.1 million after deducting underwriting commissions and expenses. The filing also includes details on the Certificate of Designations, which outlines the terms and rights of this new preferred stock, and the Underwriting Agreement with several representatives of the underwriters. An important aspect for investors is the restriction on the company's ability to pay dividends on or repurchase its common stock or junior/parity preferred stock if it fails to declare and pay or set aside dividends for the Series E Preferred Stock. This highlights a prioritization of dividends for this new preferred class. The offering was made under the company's effective registration statement on Form S-3.
Key Highlights
- 1Capital One issued 1,000,000 shares of Series E Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock.
- 2The Series E Preferred Stock has a liquidation preference of $1,000 per share.
- 3Net proceeds from the offering were approximately $988.1 million after expenses.
- 4The issuance was conducted under an Underwriting Agreement with several major financial institutions.
- 5Dividends on common stock and junior/parity preferred stock are restricted if Series E Preferred dividends are not paid.
- 6The offering was made pursuant to an effective Form S-3 registration statement.
- 7The filing includes the Certificate of Designations detailing the rights and preferences of the Series E Preferred Stock.