Filed Pursuant to Rule 433
Dated March 6, 2017
Registration No. 333-203125
CAPITAL ONE FINANCIAL CORPORATION
$2,000,000,000
$850,000,000 3.050% SENIOR NOTES DUE 2022
$400,000,000 FLOATING RATE SENIOR NOTES DUE 2022
$750,000,000 3.750% SENIOR NOTES DUE 2027
Summary of Terms for Issuance
| Issuer: |
Capital One Financial Corporation | |
| Trade Date: |
March 6, 2017 | |
| Settlement Date: |
March 9, 2017 (T+3) | |
| $850,000,000 3.050% SENIOR NOTES DUE 2022 | ||
| Security: |
3.050% Senior Notes due 2022 | |
| Principal Amount: |
US$850,000,000 | |
| Net Proceeds to Issuer (before expenses): |
US$846,481,000 | |
| Ranking: |
Senior Unsecured | |
| Expected Security Ratings:* |
Baa1 / BBB / A- (Moody’s / S&P / Fitch) | |
| Maturity Date: |
March 9, 2022 | |
| Coupon: |
3.050% per annum | |
| Treasury Benchmark: |
1.875% Notes due February 28, 2022 | |
| Treasury Benchmark Yield: |
2.014% | |
| Spread to Treasury Benchmark: |
105 bps | |
| Re-offer Yield: |
3.064% | |
| Price to Public: |
99.936% of principal amount | |
| Interest Payment Dates: |
Semi-annually in arrears on March 9 and September 9 of each year, commencing on September 9, 2017 to and including the Maturity Date. | |
| Day Count / Business Day Convention: |
30/360; Following, Unadjusted | |
| Optional Redemption: |
The Issuer has the option to redeem the notes 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, in whole or in part at any time after February 9, 2022 (which is the date that is one month prior to the maturity date of the notes) | |
| CUSIP/ISIN: |
14040H BL8 / US14040HBL87 | |
| Joint Book-Running Managers: |
Credit Suisse Securities (USA) LLC J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC Capital One Securities, Inc. | |
| Co-Managers: |
Citigroup Global Markets Inc. Academy Securities Inc. Mischler Financial Group, Inc. | |
| $400,000,000 FLOATING RATE SENIOR NOTES DUE 2022 | ||
| Security: |
Floating Rate Senior Notes due 2022 | |
| Principal Amount: |
US$400,000,000 | |
| Net Proceeds to Issuer (before expenses): |
US$398,600,000 | |
| Ranking: |
Senior Unsecured | |
| Expected Security Ratings:* |
Baa1 / BBB / A- (Moody’s / S&P / Fitch) | |
| Maturity Date: |
March 9, 2022 | |
| Price to Public: |
100.000% of principal amount | |
| Pricing Benchmark: |
3-month USD LIBOR (Reuters LIBOR01) | |
| Spread to Benchmark: |
95 bps | |
| Interest Payment and Reset Dates: |
Quarterly on March 9, June 9, September 9 and December 9 of each year, commencing on June 9, 2017 to and including the Maturity Date. | |
| Interest Determination Date: |
The second London banking day preceding the first day of the relevant interest period | |
| Day Count / Business Day Convention: |
Actual/360; Modified Following, Adjusted | |
| Optional Redemption: |
The Issuer has the option to redeem the notes 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, in whole or in part at any time after February 9, 2022 (which is the date that is one month prior to the maturity date of the notes) | |
| CUSIP/ISIN: |
14040H BM6 / US14040HBM60 | |
| Joint Book-Running Managers: |
Credit Suisse Securities (USA) LLC J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC Capital One Securities, Inc. | |
| Co-Managers: |
Citigroup Global Markets Inc. Academy Securities Inc. Mischler Financial Group, Inc. | |
| $750,000,000 3.750% SENIOR NOTES DUE 2027 | ||
| Security: |
3.750% Senior Notes due 2027 | |
| Principal Amount: |
US$750,000,000 | |
| Net Proceeds to Issuer (before expenses): |
US$744,330,000 | |
| Ranking: |
Senior Unsecured | |
| Expected Security Ratings:* |
Baa1 / BBB / A- (Moody’s / S&P / Fitch) | |
| Maturity Date: |
March 9, 2027 | |
| Coupon: |
3.750% per annum | |
| Treasury Benchmark: |
2.250% Notes due February 15, 2027 | |
| Treasury Benchmark Yield: |
2.487% | |
| Spread to Treasury Benchmark: |
130 bps | |
| Re-offer Yield: |
3.787% | |
| Price to Public: |
99.694% of principal amount | |
| Interest Payment Dates: |
Semi-annually in arrears on March 9 and September 9 of each year, commencing on September 9, 2017 to and including the Maturity Date. | |
| Day Count / Business Day Convention: |
30/360; Following, Unadjusted | |
| Optional Redemption: |
The Issuer has the option to redeem the notes 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, in whole or in part at any time after February 9, 2027 (which is the date that is one month prior to the maturity date of the notes) | |
| CUSIP/ISIN: |
14040H BN4 / US14040HBN44 | |
| Joint Book-Running Managers: |
Credit Suisse Securities (USA) LLC J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC Capital One Securities, Inc. | |
| Co-Managers: |
Citigroup Global Markets Inc. Academy Securities Inc. Mischler Financial Group, Inc. | |
*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 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 get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, you may obtain a copy of these documents by contacting Credit Suisse Securities (USA) LLC, toll-free at 1-800-221-1037, J.P. Morgan Securities LLC, 383 Madison Ave, New York, NY 10179 Attn: Investment Grade Syndicate Desk, at 212-834-4533 (collect), Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322 or Morgan Stanley & Co. LLC, toll-free at 1-866-718-1649.
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.