Summary
Capital One Financial Corporation (COF) filed an 8-K on May 4, 2021, detailing the issuance and sale of 27,000,000 depositary shares. Each depositary share represents a 1/40th ownership interest in shares of its Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series L. This offering aims to raise capital and strengthen the company's financial position. The Series L Preferred Stock carries specific dividend and redemption rights, with restrictions on common stock dividend payments or repurchases if preferred dividends are not met. This filing is crucial for investors to understand the terms of this new preferred stock offering and its potential impact on Capital One's capital structure and future dividend policies for common shareholders.
Key Highlights
- 1Capital One issued and sold 27,000,000 depositary shares representing Series L Fixed Rate Non-Cumulative Perpetual Preferred Stock.
- 2Each depositary share represents a 1/40th ownership interest in a share of Series L Preferred Stock with a liquidation preference of $25 per depositary share.
- 3The Series L Preferred Stock has dividend rights that are non-cumulative and perpetual.
- 4Restrictions are in place regarding the payment of dividends or repurchases on common stock or junior preferred stock if dividends on the Series L Preferred Stock are not declared and paid.
- 5The offering was conducted under an Underwriting Agreement with several prominent investment banks.
- 6Net proceeds from the offering were approximately $652.9 million after deducting commissions and expenses.
- 7The issuance is registered under a Form S-3 registration statement.