PROSPECTUS SUPPLEMENT
(To prospectus dated March 12, 2021)
Capital One Financial Corporation
1,000,000 Shares of Fixed Rate Reset Non-Cumulative
Perpetual Preferred Stock, Series M
We are offering
1,000,000 shares of our fixed rate reset non-cumulative perpetual preferred stock, Series M (the Preferred Stock), with a liquidation preference of $1,000 per share of Preferred Stock.
We will pay dividends on the Preferred Stock, when, as, and if declared to the extent that we have lawfully available funds to pay dividends.
Any such dividends will be payable on a non-cumulative basis quarterly in arrears on March 1, June 1, September 1 and December 1 of each year, beginning on September 1, 2021. Dividends
will accrue when, as, and if declared, (i) from the date of issuance to, but excluding, September 1, 2026 at a fixed rate of 3.950% per annum and (ii) from and including September 1, 2026, for each reset period (as described in
this prospectus supplement), at a rate equal to the five-year treasury rate (as described in this prospectus supplement) as of the most recent reset dividend determination date (as described in this prospectus supplement) plus a spread of 3.157% per
annum.
Dividends on the Preferred Stock will not be cumulative. If for any reason our Board of Directors or a duly authorized committee
of the Board of Directors does not declare a dividend on the Preferred Stock for any dividend period, such dividend will not accrue or be payable, and we will have no obligation to pay dividends for such dividend period, whether or not dividends on
the Preferred Stock are declared for any future dividend period. Dividends on the Preferred Stock will not be declared, paid or set aside for payment to the extent such act would cause us to fail to comply with applicable laws and regulations,
including applicable capital adequacy guidelines.
We may redeem the Preferred Stock at our option, subject to regulatory approval,
(1) in whole or in part, from time to time, on any dividend payment date on or after September 1, 2026 at a redemption price equal to $1,000 per share, plus any declared and unpaid dividends, or (2) in whole but not in part, at any
time within 90 days following a regulatory capital treatment event (as defined herein), at a redemption price equal to $1,000 per share, plus any declared and unpaid dividends.
The Preferred Stock will not have any voting rights, except as set forth under Description of Preferred StockVoting Rights
beginning on page S-25 of this prospectus supplement.
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Per
Share
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Total
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Public offering price
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$
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1,000
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$
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1,000,000,000
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Underwriting discount
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$
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10
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$
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10,000,000
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Proceeds, before expenses, to us
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$
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990
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$
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990,000,000
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Investing in our Preferred Stock involves risks. Before buying any shares of our Preferred Stock, you
should read this prospectus supplement, the related prospectus and all information incorporated by reference herein, including the discussion of material risks of investing in shares of our Preferred Stock in the Risk Factors
section beginning on page S-12 of this prospectus supplement. The Preferred Stock is not investment grade rated by certain rating agencies and therefore remain subject to the risks associated with non-investment grade securities. The Preferred Stock will not be listed on any securities exchange.
Neither the Securities and Exchange Commission (the SEC) nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The Preferred Stock is not a deposit, savings account or other obligation of a bank and is not insured or guaranteed by the Federal Deposit
Insurance Corporation (the FDIC) or any other governmental agency or instrumentality.
The underwriters expect to deliver the
Preferred Stock in book-entry form only through the facilities of The Depository Trust Company and its participants, including Euroclear System and Clearstream Banking, S.A. on or about June 10, 2021, which is the third business day following the
date of the pricing of the Preferred Stock. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended (the Exchange Act), trades in the secondary market generally are required to settle
in two business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade Preferred Stock on any date prior to the second business day before delivery will be required by virtue of the fact that the
Preferred Stock initially will settle in three business days to specify alternative settlement arrangements to prevent a failed settlement.
Because our affiliate, Capital One Securities, Inc., is participating in the sale of the shares of Preferred Stock, the offering is being
conducted in compliance with Financial Industry Regulatory Authority (FINRA) Rule 5121, as administered by FINRA.
Joint
Book-Running Managers
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Barclays
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Citigroup
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Credit Suisse
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Morgan Stanley
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Capital One Securities
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Co-Managers
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Academy Securities
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R. Seelaus & Co., LLC
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Ramirez & Co., Inc.
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Siebert Williams Shank
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The date of this prospectus supplement is June 7, 2021.