Item 3.03 Material Modification to Rights of Security Holders.
On
Under the terms of the Series N Preferred Stock, the ability of the Company to pay dividends on, make distributions with respect to, or to repurchase, redeem or acquire its common stock or any preferred stock ranking on parity with or junior to the Series N Preferred Stock, is subject to restrictions in the event that the Company does not declare and either pay or set aside a sum sufficient for payment of dividends on the Series N Preferred Stock for the immediately preceding dividend period.
The description of the terms of the Series N Preferred Stock is qualified in its entirety by reference to the Certificate of Designations, which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The Certificate of Designations became effective upon filing with the Secretary
of State of the
Item 8.01 Other Events. Preferred Stock Offering
On
The Underwriting Agreement relating to this transaction contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties, and termination provisions. Under the terms of the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain specified types of liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments the Underwriters may be required to make in respect of these liabilities.
The net proceeds of the offering of the 17,000,000 Depositary Shares were
approximately
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Fixed-to-Floating Rate Notes Offering
In addition, on
The foregoing description of the Underwriting Agreement, Notes and other documents relating to this transaction does not purport to be complete and is qualified in its entirety by reference to the full text of these securities and documents, forms or copies of which are attached as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description of Exhibit 1.1 Underwriting Agreement for the Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series N, datedJuly 26, 2021 1.2 Underwriting Agreement for the 2.359% Fixed-to-Floating Rate Subordinated Note due 2032, datedJuly 27, 2021 3.1 Certificate of Designations of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series N, datedJuly 28, 2021 4.1 Deposit Agreement, datedJuly 29, 2021 4.2 Subordinated Indenture dated as ofAugust 29, 2006 betweenCapital One Financial Corporation andThe Bank of New York Mellon Trust Company, N.A. , formerly known asThe Bank of New York , as trustee (incorporated by reference to Exhibit 4.1 of the Company's Report on Form 8-K, filed onAugust 31, 2006 ) 4.3 Form of 2.359% Fixed-to-Floating Rate Subordinated Note due 2032 5.1 Opinion ofDavis Polk & Wardwell LLP as to the Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series N, datedJuly 29, 2021 5.2 Opinion ofDavis Polk & Wardwell LLP as to the 2.359% Fixed-to-Floating Rate Subordinated Notes due 2032, datedJuly 29, 2021 23.1 Consent ofDavis Polk & Wardwell LLP as to the Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series N (included in Exhibit 5.1) 23.2 Consent ofDavis Polk & Wardwell LLP as to the 2.359% Fixed-to-Floating Rate Subordinated Notes due 2032 (included in Exhibit 5.2) 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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