8-KShareholder MattersCorporate ChangesOther Events+1

CAPITAL ONE FINANCIAL CORP 8-K Report, Rights Modification (Aug 24, 2015)

Filed August 24, 2015For Securities:COFCOF-PLCOF-PICOF-PKCOF-PNCOF-PJ

Summary

Capital One Financial Corporation (COF) filed an 8-K on August 24, 2015, to report on a significant capital raise through the issuance of preferred stock. Specifically, the company sold 20,000,000 depositary shares, each representing a 1/40th interest in its Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series F. This transaction, executed under an Underwriting Agreement with several major financial institutions, aimed to bolster the company's capital base. The offering generated approximately $483.3 million in net proceeds after accounting for underwriting commissions and expenses. The Series F Preferred Stock carries specific terms regarding dividends and voting rights, and importantly, places restrictions on the company's ability to pay dividends on or repurchase common or junior preferred stock if dividends on the Series F Preferred Stock are not declared and paid. This filing is crucial for investors to understand Capital One's capital structure and its commitments to preferred shareholders.

Key Highlights

  • 1Capital One Financial Corporation issued and sold 20,000,000 depositary shares representing interests in Series F Fixed Rate Non-Cumulative Perpetual Preferred Stock.
  • 2The net proceeds from the offering were approximately $483.3 million after deducting fees and expenses.
  • 3The Series F Preferred Stock has a liquidation preference of $25 per depositary share ($1,000 per share of preferred stock).
  • 4Dividends on the Series F Preferred Stock are non-cumulative and fixed rate.
  • 5The company's ability to pay dividends on or repurchase common or junior preferred stock is restricted if dividends on the Series F Preferred Stock are not declared and paid.
  • 6The issuance was conducted under an Underwriting Agreement with multiple underwriters, including Merrill Lynch, J.P. Morgan, Morgan Stanley, UBS, and Wells Fargo.

Frequently Asked Questions

The primary purpose of this 8-K filing was to report on Capital One Financial Corporation's issuance and sale of 20,000,000 depositary shares representing interests in its Series F Fixed Rate Non-Cumulative Perpetual Preferred Stock, a significant capital raise.

Capital One Financial Corporation raised approximately $483.3 million in net proceeds from the offering after deducting underwriting commissions and estimated offering expenses.

The Series F Preferred Stock is fixed rate, non-cumulative, and perpetual. Each depositary share represents a 1/40th interest in a share of the preferred stock, with a liquidation preference of $25 per depositary share. Importantly, its terms include restrictions on the payment of dividends on common or junior preferred stock if the Series F preferred dividends are not met.

Yes, the terms of the Series F Preferred Stock impose restrictions. If Capital One does not declare and pay (or set aside funds for) dividends on the Series F Preferred Stock for a preceding dividend period, its ability to pay dividends on, make distributions with respect to, or repurchase its common stock or any parity or junior preferred stock is restricted.