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) |
Registrant’s 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 | ||||||