Business Context and Reporting Period
Company: Capital One Financial Corporation
Filing Type: Form 8-K (Current Report)
Date of Event: May 11, 2009
Context: The Company entered into a material definitive agreement to conduct an underwritten public offering of common stock.
Key Financial Metrics and Transaction Details
- Shares Issued: 56,000,000 shares of Common Stock.
- Offering Price: $27.75 per share.
- Over-Allotment Option: Underwriters granted a 30-day option to purchase up to an additional 8,400,000 shares.
- Net Proceeds: Approximately $1.51 billion (after underwriting discounts and commissions, excluding the over-allotment option).
- Underwriter: Barclays Capital Inc.
Material Changes and Agreements
The primary material change reported is the execution of the Underwriting Agreement dated May 11, 2009. In connection with the offering, the Company and certain officers and directors agreed to 75-day "lock-up" agreements restricting the sale of shares, subject to customary exceptions. The offering is conducted under a prospectus supplement filed pursuant to the Company's automatic shelf registration statement on Form S-3.
Guidance, Outlook, and Risks
This filing does not provide specific financial guidance, outlook, or management commentary regarding future earnings or operational risks. The document focuses strictly on the mechanics of the capital raise. The filing references press releases (Exhibits 99.1 and 99.2) for further details on the pricing and announcement, but the text of those releases is not included in the provided source data.
Investor Verification Checklist
- Verify the final net proceeds after the potential exercise of the 8,400,000 share over-allotment option.
- Review the specific terms of the 75-day lock-up agreements for officers and directors.
- Confirm the use of proceeds as detailed in the accompanying prospectus supplement (not included in this text).
- Check subsequent filings for the actual exercise of the over-allotment option within the 30-day window.