SEC Info℠

Home

Search

My Interests

Help

Sign In

Please Sign In

Capital One Financial Corp, et al. – ‘SC 13D’ on 3/14/11 re: Higher One Holdings, Inc.

On:  Monday, 3/14/11, at 2:09pm ET   ·   Accession #:  1193125-11-65488   ·   File #:  5-85896

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

 Text Wildcards:  ? (any letter/digit),  * (many).  Search Logic:  for Documents:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).  Details... 

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/14/11  Capital One Financial Corp        SC 13D                 3:150K Higher One Holdings, Inc.         Donnelley … Solutions/FA
          Capital One Bank (Usa), National Association
          Capital One NA Lihtc, Inc.

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership           HTML     97K 
 2: EX-99.B     Exhibit B                                           HTML     10K 
 3: EX-99.C     Exhibit C                                           HTML      9K 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

2

3

4

Explanatory Note

This statement on Schedule 13D (this “Schedule 13D”) relates to shares of common stock (the “Common Shares”) of Higher One Holdings, Inc. (the “Issuer”) and is being filed by Capital One Financial Corporation (“COFC”), Capital One Bank (USA), National Association (“COBNA”) and Capital One NA LIHTC, Inc. (“LIHTC” and, collectively with COFC and COBNA, the “Filing Persons”) to report the distribution of Common Shares to the Filing Persons on March 4, 2011, as described in Item 3 below.

The Common Shares reported herein were previously reported as beneficially owned by North Hill Ventures II, L.P. (“NHV LP”) and North Hill Ventures GP II, LLC (“NHV GP”) on a Schedule 13G filed on February 14, 2011. On March 4, 2011, pursuant to a distribution agreement (the “Distribution Agreement”), NHV LP distributed to its limited partners, COBNA and LIHTC, 1,551,423 Common Shares and 1,551,423 Common Shares, respectively, in proportion to their respective interests in NHV LP. Also on March 4, 2011, NHV GP distributed 4,183 Common Shares to COFC with respect to COFC’s membership interest in NHV GP. Pursuant to the Distribution Agreement, NHV LP also assigned to COBNA and LIHTC all of its rights and obligations under the Amended and Restated Investor Rights Agreement, dated August 26, 2008, by and among the Issuer and other parties signatory thereto (the “Rights Agreement”).

The Filing Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. All percentages reported herein are calculated based upon 56,371,141 Common Shares outstanding as of February 18, 2011, as reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on February 24, 2011

Item 1. Security and Issuer

This Schedule 13D relates to the Common Shares of the Issuer. The principal executive office of the Issuer is located at 25 Science Park, New Haven, CT 06511.

For information with respect to the identity and background of each director and executive officer of the Filing Persons, see Schedule 1 attached hereto.

(a) The persons and entities filing this Schedule 13D are:

(i) Capital One Financial Corporation, a Delaware corporation.

(ii) Capital One Bank (USA), National Association, a national banking association organized under the laws of the United States.

(iii) Capital One NA LIHTC, Inc., a Delaware corporation.

(b) The address of the principal place of business of:

(i) COFC is 1680 Capital One Drive, McLean, Virginia 22102.

(ii) COBNA is 4851 Cox Road, Glen Allen, VA 23060.

(iii) LIHTC is 201 St. Charles Ave., 26th Floor, New Orleans, LA 70170.

(c) The principal business of:

(i) COFC is a passive bank holding company that has no independent operations.

(ii) COBNA is banking.

(iii) LIHTC is investing in equity, debt, derivative and other securities and assets.

(d), (e): During the past five years, no person listed above has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has any such person been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in such person becoming subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Prior to the Issuer’s initial public offering, NHV LP and NHV GP acquired the Common Shares to which this Schedule 13D relates. On March 4, 2011, NHV LP and NHV GP distributed such Common Shares to the Filing Persons for no consideration. The information provided and incorporated by reference in the explanatory note is hereby incorporated by reference in this Item 3.

5

As described in the explanatory note and Item 3, the Common Shares reported in this Schedule 13D as beneficially owned by COBNA and LIHTC were acquired from NHV LP in connection with pro rata distributions made by NHV LP to its limited partners and the Common Shares reported in this Schedule 13D as beneficially owned by COFC similarly were distributed by NHV GP with respect to COFC’s membership interest in NHV GP

Except as described herein, none of the Filing Persons or, to the best of their knowledge, any of the persons listed in Schedule 1 to this Schedule 13D, have a present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

The Filing Persons may from time to time acquire beneficial ownership of additional equity or non-equity securities of the Issuer and may from time to time cease to have beneficial ownership of Common Shares or of other equity or non-equity securities of the Issuer, depending upon price, market conditions, availability of funds, evaluation of alternative investments and other factors. Without limiting the foregoing, the Filing Persons’ intention generally is to explore means to realize favorable returns upon their investment in the Common Shares and accordingly, on an on-going basis, the Filing Persons may seek, evaluate or respond to offers to sell or otherwise dispose of the Common Shares beneficially owned by them, either through open market or privately negotiated transactions. The Filing Persons reserve the right to take any action with respect to the Issuer or any of its equity securities or non-equity securities in any manner permitted by law.

The information provided and incorporated by reference in the explanatory note and Item 3 is hereby incorporated by reference in this Item 4.

(a), (b) See cover page for COFC. As of the date hereof, COFC beneficially owns and has voting and dispositive power over 3,107,029 Common Shares, representing approximately 5.5% of the outstanding Common Shares. COBNA is a direct, wholly-owned subsidiary of COFC. LIHTC is an indirect, wholly-owned subsidiary of COFC. As a result of its ownership, directly or indirectly, of the stock of COBNA and LIHTC, COFC may be deemed to control each of COBNA and LIHTC and may be deemed to share beneficial ownership, voting and dispositive power over the Common Shares held by each of them. Accordingly, the Common Shares listed as being beneficially owned by COFC include 4,183 Common Shares over which COFC has sole voting and dispositive power, 1,551,423 Common Shares for which it shares voting and dispositive power with COBNA and 1,551,423 Common Shares for which it shares voting and dispositive power with LIHTC.

See cover page for COBNA. As of the date hereof, COBNA beneficially owns and shares voting and dispositive power with COFC over 1,551,423 Common Shares, representing approximately 2.8% of the outstanding Common Shares.

See cover page for LIHTC. As of the date hereof, LIHTC beneficially owns and shares voting and dispositive power with COFC over 1,551,423 Common Shares, representing approximately 2.8% of the outstanding Common Shares.

(c) None of the Filing Persons has effected any transaction in shares of Common Stock during the past 60 days, except as otherwise disclosed in this Schedule 13D.

(d) To the best of each Filing Person’s knowledge, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares reported hereunder as beneficially owned by the Filing Persons.

The information provided and incorporated by reference in the explanatory note and Items 3, 4 and 6 is hereby incorporated by reference in this Item 5.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Pursuant to the Distribution Agreement, COBNA and LIHTC were assigned all of NHV LP’s rights and obligations under the Rights Agreement. The Rights Agreement provides that, under certain circumstances, the Issuer is required to register shares of its capital stock held by certain of the Issuer’s shareholders pursuant to the Securities Act of 1933. The foregoing description of the terms of the Rights Agreement is intended as a summary only and is qualified in its entirety by reference to the Rights Agreement, which is filed as an exhibit to this Schedule 13D and incorporated by reference herein. The information provided and incorporated by reference in Items 3, 4 and 5 is hereby incorporated by reference herein.

One of the members of the Issuer’s board of directors, Shamez Kanji, also is an employee of a subsidiary of COFC.

Other than as described in this Schedule 13D, to the best of the Filing Persons’ knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.

A. Amended and Restated Investor Rights Agreement, dated August 26, 2008, by and among the Issuer and other parties signatory thereto (incorporated by reference to Exhibit 10.8 to the Issuer’s Amendment No. 1 to Form S-1 (File No. 333-165673), filed with the SEC on May 6, 2010).

B. Agreement regarding filing of joint Schedule 13D.

C. Power of Attorney of Capital One NA LIHTC, Inc.

6

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 14, 2011

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact

constitute Federal criminal violations (See 18 U.S.C. 1001)

7

SCHEDULE 1

CAPITAL ONE FINANCIAL CORPORATION

DIRECTORS

CAPITAL ONE FINANCIAL CORPORATION

EXECUTIVE OFFICERS

CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION

DIRECTORS

CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION

EXECUTIVE OFFICERS

CAPITAL ONE NA LIHTC, INC.

DIRECTORS

CAPITAL ONE NA LIHTC, INC.

EXECUTIVE OFFICERS

EXHIBIT INDEX

---

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D’ Filing		Date		Other Filings
Filed on:		3/14/11		3,  8-K,  SC 13G/A
		3/4/11		4
		2/24/11		10-K,  4
		2/18/11		4
		2/14/11		4,  8-K,  SC 13G
		5/6/10		S-1/A
		8/26/08
				List all Filings

↑Top

---

Filing Submission 0001193125-11-065488   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

---

---

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help — Wed., May 1, 11:09:44.1pm ET