UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On July 29, 2021, Capital One Financial Corporation (the “Company”) issued a press release announcing that it will redeem all outstanding shares of its Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E, $0.01 par value per share (“Series E Preferred Stock”).
The Series E Preferred Stock (CUSIP: 14040HBH7) will be redeemed at a redemption price of $1,000 per share of preferred stock. All 1,000,000 outstanding shares of the Series E Preferred Stock will be redeemed on the dividend payment date of September 1, 2021.
Regular dividends on the outstanding shares of the Series E Preferred Stock will be paid separately on September 1, 2021 to holders of record as of the close of business on August 16, 2021, in the customary manner. On and after the redemption date, all dividends on the shares of Series E Preferred Stock will cease to accrue.
A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference into this Item 8.01.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release, dated July 29, 2021 | |
| 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: July 29, 2021 | By: | /s/ Matthew W. Cooper | ||||
| Name: | Matthew W. Cooper | |||||
| Title: | General Counsel | |||||
Exhibit 99.1
Capital One Announces Full Redemption of Its Series E Preferred Stock
Full Redemption of Its Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E
MCLEAN, Va., July 29, 2021 — Capital One Financial Corporation (NYSE: COF) today announced that it will redeem all outstanding shares of its Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E, $0.01 par value per share (“Series E Preferred Stock”).
All one million outstanding shares of the Series E Preferred Stock (CUSIP: 14040HBH7) will be redeemed at a price of $1,000 per share of preferred stock on the dividend payment date of September 1, 2021.
Regular dividends on the outstanding shares of the Series E Preferred Stock of $10.05516556 per share will be paid separately on September 1, 2021, to holders of record as of the close of business on August 16, 2021, in the customary manner. Accordingly, the redemption price for the Series E Preferred Stock will not include any accrued and unpaid dividends. On and after the redemption date, all dividends on the shares of Series E Preferred Stock will cease to accrue.
The Series E Preferred Stock is held through The Depository Trust Company (“DTC”) and will be redeemed in accordance with the procedures of DTC. Payment to DTC for the Series E Preferred Stock will be made by Computershare Trust Company, N.A., as redemption agent, in accordance with the Transfer Agency and Service Agreement and the Redemption Agent Agreement that govern the redemption of the Series E Preferred Stock. The address for the redemption agent is as follows:
Computershare Trust Company, N.A.
Attn: Corporate Actions
150 Royall St.
Canton, MA 02021
Forward-Looking Statements
Certain statements in this release may constitute forward-looking statements, which involve a number of risks and uncertainties. Capital One cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information due to a number of factors, including those listed from time to time in reports that Capital One files with the Securities and Exchange Commission, including, but not limited to, the Annual Report on Form 10-K for the year ended December 31, 2020.
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 $306.3 billion in deposits and $423.4 billion in total assets as of June 30, 2021. 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 branches located primarily in New York, Louisiana, Texas, Maryland, Virginia, New Jersey and the District of Columbia. 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.
Contacts
Investor Relations: Danielle Dietz (danielle.dietz@capitalone.com)
Media Relations: Sie Soheili (sie.soheili@capitalone.com)