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
November 16, 2012
Date of report (Date of earliest event reported)
Commission File No. 1-13300
CAPITAL ONE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 54-1719854 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
1680 Capital One Drive, McLean, Virginia | 22102 | |
(Address of Principal Executive Offices) | (Zip Code) |
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):
¨ | 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)) |
Item 8.01 | Other Events |
On November 16, 2012, Capital One Financial Corporation (the Company) issued a press release announcing the redemption of certain trust preferred capital securities (the Securities), which will be redeemed on January 2, 2013. Section 171 of the Dodd-Frank Wall Street Reform and Consumer Protection Act mandates that Tier 1 capital credit for trust preferred securities be phased out over a three-year transition period starting on January 1, 2013.
The following Securities will be redeemed pursuant to redemption provisions relating to the occurrence of a capital treatment event, at a price equal to 100% of the aggregate principal amount of such Securities, plus accrued and unpaid distributions thereon to the date of redemption:
(i) | Capital One Capital III 7.686% Capital Securities issued August 1, 2006, due August 15, 2036, CUSIP 14042BAA4; |
(ii) | Capital One Capital IV 6.745% Capital Securities issued February 5, 2007, due February 17, 2037, CUSIP 140422AA4; |
(iii) | Capital One Capital V 10.25% Cumulative Trust Preferred Securities issued August 5, 2009, due August 15, 2039, CUSIP 14043CAB9; |
(iv) | Capital One Capital VI 8.875% Cumulative Trust Preferred Securities issued November 13, 2009, due May 15, 2040, CUSIP 14043DAB7; and |
(v) | Coastal Capital Trust II Floating Rate Preferred Securities, issued June 23, 2003, due June 30, 2033, CUSIP 190430AA6. |
The following Securities will be redeemed pursuant to redemption provisions relating to optional redemption, at a price equal to 100% of the aggregate liquidation amount of such Securities, plus accrued and unpaid distributions thereon to the date of redemption:
Capital One Capital II 7.50% Enhanced Trust Preferred Securities issued June 6, 2006, due June 15, 2066, CUSIP 14041L204.
The following Securities will be redeemed pursuant to redemption provisions relating to optional redemption, at a price equal to 101.9035% of the aggregate liquidation amount of such Securities, plus accrued and unpaid distributions thereon to the date of redemption:
North Fork Capital Trust II 8.00% Capital Trust Pass-Through Securities issued December 10, 1997, due December 15, 2027, CUSIP 659437AA5.
The following Securities will be redeemed pursuant to redemption provisions relating to optional redemption, at a price equal to 102.451% of the aggregate liquidation amount of such Securities, plus accrued and unpaid distributions thereon to the date of redemption:
Reliance Capital Trust I 8.17% Capital Securities, issued April 28, 1998, due May 1, 2028, CUSIP 759454AC5, 759454AB7.
The complete terms and conditions of the redemption are as set forth in a notice to holders of the Securities, and the news release by which the Company made such announcement is filed as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit |
Description of Exhibit | |
99.1 | Press Release, dated November 16, 2012. |
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 | ||||||
(Registrant) | ||||||
Dated: November 16, 2012 | By: | /s/ John G. Finneran, Jr. | ||||
John G. Finneran, Jr. | ||||||
General Counsel and Corporate Secretary |
Exhibit 99.1
Press Release |
Contacts: | ||||||
Investor Relations | Media Relations | |||||
Jeff Norris | Julie Rakes | Tatiana Stead | ||||
703.720.2455 | 804.284.5800 | 703.720.2352 |
FOR IMMEDIATE RELEASE: November 16, 2012
Capital One Announces Redemption of $3.65 Billion of Outstanding Trust
Preferred Capital Securities
McLean, Va., (November 16, 2012) Capital One Financial Corporation (NYSE: COF) (the Company) today announced the redemption of certain trust preferred capital securities (the Securities), which will be redeemed on January 2, 2013. Section 171 of the Dodd-Frank Wall Street Reform and Consumer Protection Act mandates that Tier I capital credit for trust preferred securities be phased out over a three-year transition period starting on January 1, 2013.
The following Securities will be redeemed pursuant to redemption provisions relating to the occurrence of a capital treatment event, at a price equal to 100% of the aggregate principal amount of such Securities, plus accrued and unpaid distributions thereon to the date of redemption:
Trust |
Security | Amount | CUSIP | |||||
Capital One Capital III |
7.686% Capital Securities | $650,000,000 | 14042BAA4 | |||||
Capital One Capital IV |
6.745% Capital Securities | $500,000,000 | 140422AA4 | |||||
Capital One Capital V |
10.25% Cumulative Trust Preferred Securities |
$1,000,000,000 | 14043CAB9 | |||||
Capital One Capital VI |
8.875% Cumulative Trust Preferred Securities |
$1,000,000,000 | 14043DAB7 | |||||
Coastal Capital Trust II |
Floating Rate Preferred Securities |
$10,000,000 | 190430AA6 |
The following Securities will be redeemed pursuant to redemption provisions relating to optional redemption, at a price equal to 100% of the aggregate liquidation amount of such Securities, plus accrued and unpaid distributions thereon to the date of redemption:
Trust |
Security | Amount | CUSIP | |||||
Capital One Capital II |
7.50% Enhanced Trust Preferred Securities |
$ | 345,000,000 | 14041L204 |
The following Securities will be redeemed pursuant to redemption provisions relating to optional redemption, at a price equal to 101.9035% of the aggregate liquidation amount of such Securities, plus accrued and unpaid distributions thereon to the date of redemption:
Trust |
Security | Amount | CUSIP | |||||
North Fork Capital Trust II |
8.00% Capital Trust Pass-Through Securities |
$ | 100,000,000 | 659437AA5 |
The following Securities will be redeemed pursuant to redemption provisions relating to optional redemption, at a price equal to 102.451% of the aggregate liquidation amount of such Securities, plus accrued and unpaid distributions thereon to the date of redemption:
Trust |
Security | Amount | CUSIP | |||||
Reliance Capital Trust I |
8.17% Capital Securities | $ | 45,000,000 | 759454AC5 759454AB7 |
The complete terms and conditions of the redemption are as set forth in a notice to holders of the Securities.
This press release is for informational purposes only and shall not constitute an offer to sell or a solicitation of an offer to buy any security of Capital One.
About Capital One
Capital One Financial Corporation (www.capitalone.com) is a financial holding company whose subsidiaries, which include Capital One, N.A., and Capital One Bank (USA), N.A., had $213.3 billion in deposits and $302.0 billion in total assets outstanding as of September 30, 2012. Headquartered in McLean, Virginia, Capital One offers a broad spectrum of financial products and services to consumers, small businesses and commercial clients through a variety of channels. Capital One, N.A. has approximately 1,000 branch locations primarily in New York, New Jersey, Texas, Louisiana, Maryland, Virginia and the District of Columbia. ING DIRECT, a division of Capital One, N.A., offers direct banking products and services to customers nationwide. A Fortune 500 company, Capital One trades on the New York Stock Exchange under the symbol COF and is included in the S&P 100 index.
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