Filed Pursuant to Rule 433

Dated March 1, 2022

Registration No. 333-254191

 

LOGO

CAPITAL ONE FINANCIAL CORPORATION

$2,500,000,000

$1,250,000,000 2.636% FIXED-TO-FLOATING RATE SENIOR NOTES DUE 2026

$1,250,000,000 3.273% FIXED-TO-FLOATING RATE SENIOR NOTES DUE 2030

Summary of Terms for Issuance

 

Issuer:

Capital One Financial Corporation

 

Trade Date:

March 1, 2022

 

Settlement Date:

March 3, 2022 (T+2)

 

Ranking:

Senior Unsecured

 

Expected Security Ratings: *

Baa1 / BBB / A- (Moody’s / S&P / Fitch)

 

$1,250,000,000 2.636%FIXED-TO-FLOATING RATE SENIOR NOTES DUE 2026   

 

Security:

2.636% Fixed-to-Floating Rate Senior Notes due 2026

 

Principal Amount:

US$1,250,000,000

 

Net Proceeds to Issuer (before expenses):

US$1,246,875,000

 

Maturity Date:

March 3, 2026

 

Fixed Rate Period:

From and including March 3, 2022 to but excluding March 3, 2025

 

Floating Rate Period:

From and including March 3, 2025 to but excluding the Maturity Date

 

Payment Frequency:

Semi-annually with respect to the Fixed Rate Period and quarterly with respect to the Floating Rate Period

 

Day Count/Business Day Convention:

Fixed Rate Period: 30/360; Following, Unadjusted

 

  Floating Rate Period: Actual/360; Modified Following, Adjusted

 

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Fixed Rate Period Interest Payment Dates:

Semi-annually in arrears on March 3 and September 3 of each year, commencing on September 3, 2022 and ending on March 3, 2025

 

Benchmark Treasury:

UST 1.500% Notes due February 15, 2025

 

Benchmark Treasury Price and Yield:

100-01 1/4; 1.486%

Spread to Benchmark Treasury:

115 bps

 

Re-offer Yield:

2.636%

 

Fixed Rate Period Coupon:

2.636% per annum

 

Price to Public:

100.000% of principal amount

 

Floating Rate Period Interest Rate:

Base Rate plus the Spread payable quarterly in arrears during the Floating Rate Period.

 

Base Rate:

SOFR (compounded daily over a quarterly Floating Rate Interest Payment Period in accordance with the specific formula described in the preliminary prospectus supplement). As further described in such preliminary prospectus supplement, (i) in determining the Base Rate for a U.S. Government Securities Business Day, the Base Rate generally will be the rate in respect of such day that is provided on the following U.S. Government Securities Business Day and (ii) in determining the Base Rate for any other day, such as a Saturday, Sunday or holiday, the Base Rate generally will be the rate in respect of the immediately preceding U.S. Government Securities Business Day that is provided on the following U.S. Government Securities Business Day.

 

Spread (Plus or Minus):

Plus 129 bps

 

Index Maturity:

Daily

 

Floating Rate Interest Payment Periods:

Quarterly; with respect to a Floating Rate Interest Payment Date, the period from and including the second most recent Floating Rate Interest Payment Period End-Date (or from and including March 3, 2025 in the case of the first Floating Rate Interest Payment Period) to but excluding the immediately preceding Floating Rate Interest Payment Period End-Date; provided that (i) the Floating Rate Interest Payment Period with respect to the final Floating Rate Interest Payment Date (i.e., the Maturity Date) will be the period from and including the second-to-last Floating Rate Interest Payment Period End-Date to but excluding the Maturity Date and (ii) with respect to such final Floating Rate Interest Payment Period, the level of SOFR for each calendar day in the period from and including the Rate Cut-Off Date to but excluding the Maturity Date shall

 

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be the level of SOFR in respect of such Rate Cut-Off Date.

 

Floating Rate Interest Payment Period End-Dates:

March 3, June 3, September 3 and December 3 of each year, beginning on June 3, 2025 and ending on the Maturity Date; provided that if any scheduled Floating Rate Interest Payment Period End-Date, other than the Maturity Date, falls on a day that is not a business day, it will be postponed to the following business day, except that, if that business day would fall in the next calendar month, the Floating Rate Interest Payment Period End-Date will be the immediately preceding business day. If the scheduled final Floating Rate Interest Payment Period End-Date (i.e., the Maturity Date) falls on a day that is not a business day, the payment of principal and interest will be made on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled final Floating Rate Interest Payment Period End-Date.

 

Floating Rate Interest Payment Dates:

The second business day following each Floating Rate Interest Payment Period End-Date; provided that the Floating Rate Interest Payment Date with respect to the final Floating Rate Interest Payment Period will be the Maturity Date. If the scheduled Maturity Date falls on a day that is not a business day, the payment of principal and interest will be made on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled Maturity Date.

 

Rate Cut-Off Date:

The second U.S. Government Securities Business Day prior to the Maturity Date.

 

U.S. Government Securities Business Day:

Any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

 

Business Day:

New York, New York, Chicago, Illinois and McLean, Virginia

 

Optional Redemption:

The Issuer may redeem the notes at its option on March 3, 2025 (which is the date that is one year prior to the Maturity Date), in whole but not in part, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date upon not less than 10 nor more than 60 days’ prior notice given to the holders of the notes to be redeemed.

 

CUSIP/ISIN:

14040HCM5 / US14040HCM51

 

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$1,250,000,000 3.273% FIXED-TO-FLOATING RATE SENIOR NOTES DUE 2030   

 

Security:

3.273% Fixed-to-Floating Rate Senior Notes due 2030

 

Principal Amount:

US$1,250,000,000

 

Net Proceeds to Issuer (before expenses):

US$1,245,000,000

 

Maturity Date:

March 1, 2030

 

Fixed Rate Period:

From and including March 3, 2022 to but excluding March 1, 2029

 

Floating Rate Period:

From and including March 1, 2029 to but excluding the Maturity Date

 

Payment Frequency:

Semi-annually with respect to the Fixed Rate Period and quarterly with respect to the Floating Rate Period

 

Day Count/Business Day Convention:

Fixed Rate Period: 30/360; Following, Unadjusted

 

  Floating Rate Period: Actual/360; Modified Following, Adjusted

 

Fixed Rate Period Interest Payment Dates:

Semi-annually in arrears on March 1 and September 1 of each year, commencing on September 1, 2022 (short first interest payment period) and ending on March 1, 2029

 

Benchmark Treasury:

UST 1.875% Notes due February 28, 2029

 

Benchmark Treasury Price and Yield:

101-10+; 1.673%

 

Spread to Benchmark Treasury:

160 bps

 

Re-offer Yield:

3.273%

 

Fixed Rate Period Coupon:

3.273% per annum

 

Price to Public:

100.000% of principal amount

 

Floating Rate Period Interest Rate:

Base Rate plus the Spread payable quarterly in arrears during the Floating Rate Period.

 

Base Rate:

SOFR (compounded daily over a quarterly Floating Rate Interest Payment Period in accordance with the specific formula described in the preliminary prospectus supplement). As further described in such preliminary prospectus supplement, (i) in determining the Base Rate for a U.S. Government Securities Business Day, the Base Rate generally will be the rate in respect of such day that is provided on the following U.S. Government Securities Business Day and (ii) in determining the Base

 

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Rate for any other day, such as a Saturday, Sunday or holiday, the Base Rate generally will be the rate in respect of the immediately preceding U.S. Government Securities Business Day that is provided on the following U.S. Government Securities Business Day.

 

Spread (Plus or Minus):

Plus 179 bps

 

Index Maturity:

Daily

 

Floating Rate Interest Payment Periods:

Quarterly; with respect to a Floating Rate Interest Payment Date, the period from and including the second most recent Floating Rate Interest Payment Period End-Date (or from and including March 1, 2029 in the case of the first Floating Rate Interest Payment Period) to but excluding the immediately preceding Floating Rate Interest Payment Period End-Date; provided that (i) the Floating Rate Interest Payment Period with respect to the final Floating Rate Interest Payment Date (i.e., the Maturity Date) will be the period from and including the second-to-last Floating Rate Interest Payment Period End-Date to but excluding the Maturity Date and (ii) with respect to such final Floating Rate Interest Payment Period, the level of SOFR for each calendar day in the period from and including the Rate Cut-Off Date to but excluding the Maturity Date shall be the level of SOFR in respect of such Rate Cut-Off Date.

 

Floating Rate Interest Payment Period End-Dates:

March 1, June 1, September 1 and December 1 of each year, beginning on June 1, 2029 and ending on the Maturity Date; provided that if any scheduled Floating Rate Interest Payment Period End-Date, other than the Maturity Date, falls on a day that is not a business day, it will be postponed to the following business day, except that, if that business day would fall in the next calendar month, the Floating Rate Interest Payment Period End-Date will be the immediately preceding business day. If the scheduled final Floating Rate Interest Payment Period End-Date (i.e., the Maturity Date) falls on a day that is not a business day, the payment of principal and interest will be made on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled final Floating Rate Interest Payment Period End-Date.

 

Floating Rate Interest Payment Dates:

The second business day following each Floating Rate Interest Payment Period End-Date; provided that the Floating Rate Interest Payment Date with respect to the final Floating Rate Interest Payment Period will be the Maturity Date. If the scheduled Maturity Date falls on a day that is not a business day, the payment of principal and interest will be made on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled Maturity Date.

 

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Rate Cut-Off Date:

The second U.S. Government Securities Business Day prior to the Maturity Date.

 

U.S. Government Securities Business Day:

Any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

 

Business Day:

New York, New York, Chicago, Illinois and McLean, Virginia

 

Optional Redemption:

The Issuer may redeem the notes at its option on March 1, 2029 (which is the date that is one year prior to the Maturity Date), in whole but not in part, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date upon not less than 10 nor more than 60 days’ prior notice given to the holders of the notes to be redeemed.

 

CUSIP/ISIN:

14040HCN3 / US14040HCN35

 

OTHER INFORMATION

 

Joint Book-Running Managers:

BofA Securities, Inc.
  Citigroup Global Markets Inc.
  Morgan Stanley & Co. LLC
  RBC Capital Markets, LLC
  Capital One Securities, Inc.

 

Co-Managers:

Academy Securities, Inc.
  R. Seelaus & Co., LLC
  Samuel A. Ramirez & Company, Inc.
  Siebert Williams Shank & Co., LLC

*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

Capital One Financial Corporation has filed a registration statement (including a prospectus and preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read each of these documents and the other documents Capital One Financial Corporation has filed with the SEC and incorporated by reference in such documents for more complete information about Capital One Financial Corporation and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, you may obtain a copy of these documents by contacting BofA Securities, Inc. toll-free at 1-800-294-1322 or by email at dg.prospectus_requests@bofa.com, Citigroup Global Markets Inc. toll-free at 1-800-831-9146,

 

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Morgan Stanley & Co. LLC toll-free at 1-866-718-1649, RBC Capital Markets, LLC toll-free at 1-866-375-6829, or Capital One Securities, Inc. toll-free at 1-800-666-9174, Attn: Compliance.

Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers were automatically generated as a result of this communication being sent via Bloomberg or another email system.

 

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