PROSPECTUS SUPPLEMENT
(To prospectus dated March 12, 2021)
Capital One Financial Corporation
17,000,000 Depositary Shares Each Representing a 1/40th
Interest in a Share of Fixed Rate Non-Cumulative
Perpetual Preferred Stock, Series N
We are offering
17,000,000 of our depositary shares each representing a 1/40th ownership interest in a share of our fixed rate non-cumulative perpetual preferred stock, Series N (the Preferred Stock), with a
liquidation preference of $25 per depositary share (equivalent to $1,000 per share of Preferred Stock). As a holder of depositary shares, you will be entitled to all proportional rights and preferences of the Preferred Stock (including dividend,
voting, redemption and liquidation rights). You must exercise any such rights through the depositary.
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. Dividends will accrue and be payable from the date of issuance at a rate of 4.25% per annum, payable quarterly in arrears, on
March 1, June 1, September 1 and December 1 of each year, beginning on December 1, 2021. Upon payment of any dividends on the Preferred Stock, holders of depositary shares are expected to receive a proportionate payment.
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 $1,000 per share, plus any declared and unpaid dividends. If we redeem the Preferred Stock, the depositary is expected to redeem a proportionate
number of depositary shares.
Application will be made to list the depositary shares on the New York Stock Exchange (the NYSE)
under the symbol COFPRN. Trading of the depositary shares is expected to commence within the 30-day period following the original issue date of the depositary shares. Our common stock is listed on
the NYSE under the symbol COF.
The Preferred Stock will not have any voting rights, except as set forth under Description
of Preferred StockVoting Rights beginning on page S-21.
Investing in
our depositary shares involves risks. See Risk Factors beginning on page S-9 of this prospectus supplement. Neither the depositary shares nor the Preferred Stock are investment grade rated by certain rating
agencies and therefore remain subject to the risks associated with non-investment grade securities.
Neither the Securities and Exchange Commission (SEC) nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Neither the depositary shares nor the Preferred Stock are a savings account, deposit or other obligation of a bank and neither are insured or
guaranteed by the Federal Deposit Insurance Corporation (the FDIC) or any other governmental agency or instrumentality.
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Public
Offering Price
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Underwriting
Discount (1)
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Proceeds to
Capital One (Before
Expenses)
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Per depositary share
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$
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25.0000
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$
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0.7089
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$
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24.2911
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Total
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$
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425,000,000
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$
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12,051,780.25
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$
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412,948,219.75
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(1)
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Reflects 2,485,060 depositary shares sold to institutional investors, for which the underwriters received an
underwriting discount of $0.2500 per depositary share, and 14,514,940 depositary shares sold to retail investors, for which the underwriters received an underwriting discount of $0.7875 per depositary share.
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The underwriters expect to deliver the depositary shares 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 July 29, 2021, which is the third business day following the date of the pricing of the depositary shares. 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 depositary shares on any date prior to the second business day before delivery will be required by virtue of the fact that the depositary shares initially will settle in three
business days to specify alternative settlement arrangements to prevent a failed settlement.
Joint
Book-Running Managers
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BofA Securities
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J.P. Morgan
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Morgan Stanley
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RBC Capital Markets
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UBS Investment Bank
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Wells Fargo Securities
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Co-Managers
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Citigroup
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Goldman Sachs & Co. LLC
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The date of this prospectus supplement is July 26, 2021.