CAPITAL ONE FINANCIAL CORP false 0000927628 0000927628 2021-12-02 2021-12-02 0000927628 us-gaap:CommonStockMember 2021-12-02 2021-12-02 0000927628 cof:SeriesIPreferredStockMember 2021-12-02 2021-12-02 0000927628 cof:SeriesJPreferredStockMember 2021-12-02 2021-12-02 0000927628 cof:SeriesKPreferredStockMember 2021-12-02 2021-12-02 0000927628 cof:SeriesLPreferredStockMember 2021-12-02 2021-12-02 0000927628 cof:SeriesNPreferredStockMember 2021-12-02 2021-12-02 0000927628 cof:SeniorNotesDue2024Member 2021-12-02 2021-12-02 0000927628 cof:SeniorNotesDue2029Member 2021-12-02 2021-12-02

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

December 2, 2021

Date of Report (Date of earliest event reported)

 

 

CAPITAL ONE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-13300   54-1719854

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1680 Capital One Drive

McLean, Virginia 22102

  22102
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (703) 720-1000

(Not applicable)

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  

Trading

Symbol(s)

 

Name of Each Exchange

on Which Registered

Common Stock (par value $.01 per share)   COF   New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series I   COF PRI   New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series J   COF PRJ   New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series K   COF PRK   New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series L   COF PRL   New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series N   COF PRN   New York Stock Exchange
0.800% Senior Notes Due 2024   COF24   New York Stock Exchange
1.650% Senior Notes Due 2029   COF29   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 8.01

Other Events.

On December 6, 2021, Capital One Financial Corporation (the “Company”) closed the public offering of $1,400,000,000 aggregate principal amount of its 1.343% Fixed-to-Floating Rate Senior Notes due 2024 (the “Fixed-to-Floating Rate Notes”) and $350,000,000 aggregate principal amount of its Floating Rate Senior Notes due 2024 (the “Floating Rate Notes” and, together with the Fixed-to-Floating Rate Notes, the “Notes”), pursuant to an underwriting agreement (the “Underwriting Agreement”), dated December 2, 2021, with Barclays Capital, Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and Capital One Securities, Inc., as representatives of the several underwriters listed therein. The Notes were issued pursuant to a Senior Indenture dated as of November 1, 1996 between the Company and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (as successor to Harris Trust and Savings Bank), as Indenture Trustee (the “Trustee”), as supplemented by a Supplemental Indenture dated as of November 2, 2021 between the Company and the Trustee. The Notes have been registered under the Securities Act of 1933, as amended, by a registration statement on Form S-3 (File No. 333-254191).

The foregoing description of the Underwriting Agreement, Notes and other documents relating to this transaction does not purport to be complete and is qualified in its entirety by reference to the full text of these securities and documents, forms or copies of which are attached as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)    Exhibits

 

Exhibit No.

  

Description

1.1    Underwriting Agreement dated December 2, 2021
4.1    Senior Indenture dated as of November 1, 1996 between Capital One Financial Corporation and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (as successor to Harris Trust and Savings Bank), as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Report on Form 8-K, filed on November 13, 1996)
4.2    First Supplemental Indenture dated as of November 2, 2021 to the Senior Indenture dated as of November 1, 1996 between Capital One Financial Corporation and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (as successor to Harris Trust and Savings Bank), as trustee (incorporated by reference to Exhibit 4.2 of the Company’s Report on Form 8-K, filed on November 2, 2021)
4.3    Form of 1.343% Fixed-to-Floating Rate Senior Note due 2024
4.4    Form of Floating Rate Senior Note due 2024
5.1    Opinion of Davis Polk & Wardwell LLP
23.1    Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
104    The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

 

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

    CAPITAL ONE FINANCIAL CORPORATION
Date: December 6, 2021     By:  

/s/ Matthew W. Cooper

      Matthew W. Cooper
      General Counsel

 

2

Capital One Financial (NYSE:COF)
Historical Stock Chart
From Apr 2022 to May 2022 Click Here for more Capital One Financial Charts.
Capital One Financial (NYSE:COF)
Historical Stock Chart
From May 2021 to May 2022 Click Here for more Capital One Financial Charts.