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.