Current Report Filing (8-k)
01 November 2017 - 8:31AM
Edgar (US Regulatory)
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
October 31, 2017
Date of Report (Date of earliest event reported)
CAPITAL ONE
FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Commission File
No. 1-13300
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Delaware
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54-1719854
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(State or Other Jurisdiction
of Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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1680 Capital One Drive, McLean, Virginia
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22102
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (703)
720-1000
(Former name, former address and former fiscal year, if changed since last report)
(Not applicable)
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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 October 31, 2017, Capital One Financial Corporation (the Company) closed the public offering of $600,000,000 aggregate principal
amount of its 2.400% Senior Notes due 2020 (the 2020 Fixed Rate Notes), $400,000,000 aggregate principal amount of its Floating Rate Senior Notes due 2020 (the Floating Rate Notes) and $1,500,000,000 aggregate principal
amount of its 3.300% Senior Notes due 2024 (the 2024 Fixed Rate Notes and, together with the 2020 Fixed Rate Notes and the Floating Rate Notes, the Notes), pursuant to an underwriting agreement (the Underwriting
Agreement) with J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, 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 Notes have been registered under the Securities Act of 1933, as amended, by a registration statement on Form
S-3
(File
No. 333-203125).
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.
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Financial Statements and Exhibits.
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Exhibit
No.
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Description of Exhibit
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1.1
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Underwriting Agreement dated October 26, 2017
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4.1
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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 Companys Report on Form
8-K,
filed on November 13, 1996)
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4.2
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Form of 2.400% Senior Note due 2020
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4.3
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Form of Floating Rate Senior Note due 2020
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4.4
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Form of 3.300% Senior Note due 2024
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5.1
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Opinion of Gibson, Dunn & Crutcher LLP
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23.1
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Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)
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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.
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CAPITAL ONE FINANCIAL CORPORATION
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Dated: October 31, 2017
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By:
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/s/ John G. Finneran, Jr.
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John G. Finneran, Jr.
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General Counsel and Corporate Secretary
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EXHIBIT INDEX
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Exhibit
No.
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Description of Exhibit
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1.1
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Underwriting Agreement dated October 26, 2017
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4.1
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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 Companys Report on Form
8-K,
filed on November 13, 1996)
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4.2
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Form of 2.400% Senior Note due 2020
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4.3
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Form of Floating Rate Senior Note due 2020
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4.4
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Form of 3.300% Senior Note due 2024
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5.1
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Opinion of Gibson, Dunn & Crutcher LLP
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23.1
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Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)
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