CAPITAL ONE FINANCIAL CORPORATION (NYSE:COF) Files An 8-K Other Events

CAPITAL ONE FINANCIAL CORPORATION (NYSE:COF) Files An 8-K Other Events
Item 8.01. Other Events.

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On October31, 2017, Capital One Financial Corporation (the “Company”) closed the public offering of$600,000,000 aggregate principal amount of its 2.400% Senior Notes due 2020 (the “2020 Fixed Rate Notes”), $400,000,000 aggregate principal amount of its Floating Rate Senior Notes due 2020 (the “Floating Rate Notes”) and $1,500,000,000 aggregate principal amount of its 3.300% Senior Notes due 2024 (the “2024 Fixed Rate Notes” and, together with the 2020 Fixed Rate Notes and the Floating Rate Notes, the “Notes”), to an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner& Smith Incorporated, Morgan Stanley& Co. LLC, RBC Capital Markets, LLC and Capital One Securities, Inc., as representatives of the several underwriters listed therein. The Notes were issued to a Senior Indenture dated as of November1, 1996 between the Company and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (as successor to Harris Trust and Savings Bank), as Indenture Trustee. The Notes have been registered under the Securities Act of 1933, as amended, by a registration statement on Form S-3 (File No.333-203125).

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 8.01. Financial Statements and Exhibits.

Exhibit No.

Description of Exhibit

1.1 Underwriting Agreement dated October26, 2017
4.1 Senior Indenture dated as of November 1, 1996 between Capital One Financial Corporation and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (as successor to Harris Trust and Savings Bank), as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Report on Form 8-K, filed on November13, 1996)
4.2 Form of 2.400% Senior Note due 2020
4.3 Form of Floating Rate Senior Note due 2020
4.4 Form of 3.300% Senior Note due 2024
5.1 Opinion of Gibson, Dunn& Crutcher LLP
23.1 Consent of Gibson, Dunn& Crutcher LLP (included in Exhibit 5.1)


CAPITAL ONE FINANCIAL CORP Exhibit
EX-1.1 2 d487708dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION COPY CAPITAL ONE FINANCIAL CORPORATION $2,…
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About CAPITAL ONE FINANCIAL CORPORATION (NYSE:COF)

Capital One Financial Corporation is a financial services holding company. The Company offers a range of financial products and services to consumers, small businesses and commercial clients through branches, the Internet and other distribution channels. The Company’s segments include Credit Card, which consists of its domestic consumer and small business card lending, and the international card lending businesses in Canada and the United Kingdom; Consumer Banking, which consists of its branch-based lending and deposit gathering activities for consumers and small businesses, national deposit gathering, national auto lending and consumer home loan lending and servicing activities; Commercial Banking, which consists of its lending, deposit gathering and treasury management services to commercial real estate, and commercial and industrial customers, and Other, which includes management of its corporate investment portfolio and asset/liability management.

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