Capital One Financial Corp is preparing fixed-to-floating senior notes due in 2032 and 2037, with proceeds intended for general corporate purposes. The direct, unsecured and unsubordinated securities would rank equally with existing and future unsecured senior debt, while investors face no established trading market and a listing subject to NYSE approval.

Key Highlights

  • Capital One Financial may redeem either note series at 100% of principal one year before its stated maturity, plus accrued and unpaid interest.
  • Net proceeds may fund Debt repayment, share repurchases, acquisitions, working capital, Capital expenditures and Subsidiary investments.
  • The notes are expected in book-entry form through Euroclear and Clearstream, with delivery after pricing.

Capital One Financial Corp (NYSE: COF) is preparing fixed-to-floating senior notes due in 2032 and 2037. The securities would be direct, unsecured and unsubordinated obligations, ranking equally with the company’s existing and future unsecured senior indebtedness and ahead of subordinated debt. The preliminary terms remain subject to change.

General Corporate Use Planned for Note Proceeds

Capital One intends to use the net proceeds in the ordinary course of its business. The notes would pay fixed-rate interest during their initial fixed-rate periods before moving to floating-rate payments. Capital One may redeem the 2032 notes on the date one year before maturity, and the 2037 notes on the equivalent date for that series, in each case at 100% of principal plus accrued and unpaid interest. Tax-related Redemption rights also apply if specified tax events occur. The notes may be issued in additional amounts without existing holders’ consent on the same terms, subject to the stated conditions.

Trading Market Depends on NYSE Approval

The notes are new securities without an established trading market. Capital One intends to apply to list each series on the New York Stock Exchange, but approval is required and the company would not be obligated to maintain any listing. The underwriters presently intend to make a market after completion of the offering, although they have no obligation to do so and may stop those activities without notice. Delivery is expected in book-entry form through Euroclear and Clearstream. Capital One Securities, Inc. an affiliate participating in the sale, means the offering is being conducted under FINRA Rule 5121.