CAPITAL ONE MULTI-ASSET EXECUTION TRUST CARD SERIES CLASS A(2021-3) ASSET BACKED NOTES TERMS AGREEMENT
Exhibit 1.1.2
CAPITAL ONE MULTI-ASSET EXECUTION TRUST
CARD SERIES CLASS A(2021-3)
ASSET BACKED NOTES
TERMS AGREEMENT
Dated: November 18, 2021
| To: | CAPITAL ONE MULTI-ASSET EXECUTION TRUST |
| Re: | Underwriting Agreement dated November 18, 2021, relating to Class A(2021-3) |
| Series Designation: | Card series | |
| Registration Statement: | Nos. 333-229174, ▇▇▇-▇▇▇▇▇▇-▇▇ and ▇▇▇-▇▇▇▇▇▇-▇▇ | |
Terms of the Notes:
| Initial Principal Amount |
Interest Rate or Formula |
Price to Public(1) |
||||||
| $2,000,000,000 |
1.04 | % | 99.98622 | % | ||||
| (1) | Plus accrued interest, if any, at the applicable rate from November 30, 2021 |
Interest Payment Dates:
The 15th day of each calendar month (or, if not a business day, the next succeeding business day), commencing January 2022.
Underwriters:
The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above-referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof.
Owner Trustee: Deutsche Bank Trust Company Delaware.
Indenture Trustee: The Bank of New York Mellon.
Indenture: The Indenture, dated as of October 9, 2002 and as amended and restated as of January 13, 2006, and March 17, 2016, between Capital One Multi-asset Execution Trust, as issuer (the “Issuer”), and the Indenture Trustee.
Asset Pool Supplement: The Asset Pool 1 Supplement, dated as of October 9, 2002, and as amended by the First Amendment thereto, dated as of March 1, 2008, between the Issuer and the Indenture Trustee, as amended and supplemented from time to time.
Indenture Supplement: The Card series Indenture Supplement, dated as of October 9, 2002, as amended and restated as of March 17, 2016, between the Issuer and the Indenture Trustee.
Terms Document: The Class A(2021-3) Terms Document, dated as of November 30, 2021.
Pooling and Servicing Agreement: The Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006, July 1, 2007, and March 17, 2016 and as amended by the First Amendment thereto, dated as of January 27, 2017, among Capital One Funding, LLC, as transferor, Capital One Bank (USA), National Association, as servicer, and The Bank of New York Mellon, as trustee for the Capital One Master Trust.
Purchase Price:
The purchase price payable by the Underwriters for the Notes covered by this Agreement will be 99.73622% of the principal amount of Notes to be issued.
Commissions, Concessions and Discounts:
The Underwriters’ discounts and commissions, the concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the principal amount of the Notes, shall be as follows:
| Discounts and Commissions |
Price Concessions |
Reallowance | ||||||
| 0.25000% |
not in excess of 0.15000 | % | not in excess of 0.07500 | % | ||||
Reimbursement of Expenses:
The Underwriters shall reimburse the Company for an amount not to exceed $0.00 for application towards expenses.
Time of Sale: 11:03 a.m. (Eastern Time (U.S.)) on November 18, 2021 (the time the first contract of sale was entered into as designated by the Representatives).
2
Closing Date:
Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended, the Underwriters, the Company and the Issuer hereby agree that the Closing Date shall be November 30, 2021, 10:00 a.m., New York City time.
Location of Closing:
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP
Columbia Center
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇-▇▇▇▇
Address for Notice to Representatives:
Barclays Capital Inc.
as an Underwriter and as a Representative
of the Underwriters
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
BofA Securities, Inc.
as an Underwriter and as a Representative
of the Underwriters
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Citigroup Global Markets Inc.
as an Underwriter and as a Representative
of the Underwriters
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ Floor Trading
New York, New York 10013
▇▇▇▇▇ Fargo Securities, LLC
as an Underwriter and as a Representative
of the Underwriters
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Underwriters’ Foreign Jurisdiction Distributions:
Pursuant to Section 6(d)(iii) of the Underwriting Agreement, each Underwriter agrees to provide the Company, after the Closing Date, with a list of any foreign jurisdictions to which that Underwriter delivered a written confirmation in connection with its sale of Notes (it being expressly understood, for the avoidance of doubt, that this provision relates only to the initial distribution of the Notes, and not to secondary market sales).
3
The Underwriters agree, severally and not jointly, subject to the terms and provisions of the above-referenced Underwriting Agreement which is incorporated herein in its entirety and made a part hereof, to purchase the principal amount of the above-referenced Series of Notes set forth opposite their names on Schedule I hereto.
| BARCLAYS CAPITAL INC. | ||||
| as an Underwriter and as a Representative of the Underwriters named on Schedule I hereto | ||||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇ | |||
| Name: | ▇▇▇▇ ▇▇▇▇▇ | |||
| Title: | Managing Director | |||
| BOFA SECURITIES, INC. | ||||
| as an Underwriter and as a Representative of the Underwriters named on Schedule I hereto | ||||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ | |||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ | |||
| Title: | Managing Director | |||
| CITIGROUP GLOBAL MARKETS INC. | ||||
| as an Underwriter and as a Representative of the Underwriters named on Schedule I hereto | ||||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||
| Title: | Director | |||
COMET Class A(2021-3) Terms Agreement
S-1
| ▇▇▇▇▇ FARGO SECURITIES, LLC | ||||
| as an Underwriter and as a Representative of the Underwriters named on Schedule I hereto | ||||
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||
| Title: | Director | |||
COMET Class A(2021-3) Terms Agreement
S-2
| Accepted: | ||
| CAPITAL ONE MULTI-ASSET EXECUTION TRUST | ||
| By: | Capital One Funding, LLC, not in its individual | |
| capacity but solely as Beneficiary on behalf of the Issuer | ||
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||
| Title: Assistant Vice President | ||
| CAPITAL ONE FUNDING, LLC | ||
| as Transferor and as Company | ||
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||
| Title: Assistant Vice President | ||
| CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION | ||
| as Seller | ||
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||
| Title: Managing Vice President, Treasury Capital Markets | ||
COMET Class A(2021-3) Terms Agreement
S-3
SCHEDULE I
Card series Class A(2021-3) Notes
| Underwriters |
Principal Amount | |||
| Barclays Capital Inc. |
$ | 450,000,000 | ||
| BofA Securities, Inc. |
$ | 450,000,000 | ||
| Citigroup Global Markets Inc. |
$ | 450,000,000 | ||
| ▇▇▇▇▇ Fargo Securities, LLC |
$ | 450,000,000 | ||
| Academy Securities, Inc. |
$ | 50,000,000 | ||
| Capital One Securities, Inc. |
$ | 50,000,000 | ||
| RBC Capital Markets, LLC |
$ | 50,000,000 | ||
| ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., LLC |
$ | 50,000,000 | ||
|
|
|
|||
| Total: |
$ | 2,000,000,000 | ||