Summary
Capital One Financial Corporation (COF) has filed an 8-K report detailing the issuance and sale of 1,000,000 shares of its 3.950% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series M. This offering, which closed on June 8, 2021, raised approximately $987.7 million in net proceeds after deducting underwriting commissions and expenses. The Series M Preferred Stock carries a liquidation preference of $1,000 per share and establishes specific voting rights and dividend preferences as outlined in the filed Certificate of Designations. For investors, the key takeaway is Capital One's successful execution of a preferred stock offering, strengthening its capital base. However, the terms of the Series M Preferred Stock include a crucial dividend restriction: if dividends on this preferred stock are not declared and paid (or set aside), the company's ability to pay dividends or repurchase common stock or junior preferred stock will be restricted. This filing also includes the Underwriting Agreement and the Certificate of Designations, providing detailed terms for interested parties.
Key Highlights
- 1Capital One issued and sold 1,000,000 shares of its 3.950% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series M.
- 2The offering generated approximately $987.7 million in net proceeds.
- 3The Series M Preferred Stock has a liquidation preference of $1,000 per share.
- 4A Certificate of Designations was filed, establishing the rights, powers, and privileges of the Series M Preferred Stock.
- 5The terms of the Series M Preferred Stock impose restrictions on dividends and repurchases of common or junior preferred stock if dividends on Series M are not paid.
- 6The offering was conducted under a Registration Statement on Form S-3, with a prospectus supplement dated June 7, 2021.
- 7Key documents, including the Underwriting Agreement and Certificate of Designations, are filed as exhibits.