8-KOther EventsExhibits & Filings

CAPITAL ONE FINANCIAL CORP 8-K Report, Corporate Update (Jul 27, 2022)

Filed July 27, 2022For Securities:COFCOF-PLCOF-PICOF-PKCOF-PNCOF-PJ

Summary

Capital One Financial Corporation (COF) has filed an 8-K report detailing the successful closing of a public offering for two series of senior notes on July 27, 2022. The company issued $1.35 billion in 4.985% Fixed-to-Floating Rate Senior Notes due 2026 and $900 million in 5.247% Fixed-to-Floating Rate Senior Notes due 2030, totaling $2.25 billion in aggregate principal amount. This offering was executed under an underwriting agreement with several prominent financial institutions, including Barclays Capital Inc., BofA Securities, Inc., Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, and Capital One Securities, Inc. These new notes were issued pursuant to the company's existing Senior Indenture and a relevant Supplemental Indenture, and are registered under the Securities Act of 1933. This issuance represents a significant capital raise for Capital One, likely intended to bolster its financial position, support ongoing operations, or fund future strategic initiatives. Investors should note the fixed-to-floating rate structure, which will shift from a fixed interest rate to a floating rate on specified future dates, impacting the yield over the life of the notes.

Key Highlights

  • 1Capital One Financial Corporation closed a public offering of senior notes on July 27, 2022.
  • 2The offering included $1.35 billion of 4.985% Fixed-to-Floating Rate Senior Notes due 2026.
  • 3The offering also included $900 million of 5.247% Fixed-to-Floating Rate Senior Notes due 2030.
  • 4The total aggregate principal amount raised from the offering is $2.25 billion.
  • 5The notes were issued under an underwriting agreement with a syndicate of major financial institutions.
  • 6The notes are structured as Fixed-to-Floating Rate, meaning their interest payments will change over time.

Frequently Asked Questions

This 8-K filing announces the closing of Capital One's public offering of senior notes on July 27, 2022. It provides details on the principal amounts, interest rates, and maturity dates of the notes issued.

Capital One raised a total of $2.25 billion through this offering, consisting of $1.35 billion in notes due 2026 and $900 million in notes due 2030.

A Fixed-to-Floating Rate note initially pays a fixed interest rate for a specified period. After this initial period, the interest rate adjusts periodically based on a benchmark floating rate (such as SOFR or LIBOR) plus a spread. This means the interest income an investor receives can change over the life of the note.

The underwriters included Barclays Capital Inc., BofA Securities, Inc., Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, and Capital One Securities, Inc., acting as representatives for the syndicate.