Class A(2019-2) Terms Agreement dated as of August 28, 2019

EX-1.1.2 3 d797206dex112.htm EX-1.1.2 EX-1.1.2

Exhibit 1.1.2

CAPITAL ONE MULTI-ASSET EXECUTION TRUST

CARD SERIES CLASS A(2019-2)

ASSET BACKED NOTES

TERMS AGREEMENT

Dated: August 28, 2019

 

To:

CAPITAL ONE MULTI-ASSET EXECUTION TRUST

 

CAPITAL ONE FUNDING, LLC

 

Re:

Underwriting Agreement dated August 28, 2019, relating to Class A(2019-2)

Series Designation: Card series

Registration Statement: Nos. 333-229174, 333-229174-01 and 333-229174-02

Terms of the Notes:

 

Initial
Principal Amount

  

Interest
Rate or Formula

  

Price to
Public (1)

$1,300,000,000    1.72%    99.97482%

 

(1) 

Plus accrued interest, if any, at the applicable rate from September 5, 2019

Interest Payment Dates:

The 15th day of each calendar month (or, if not a business day, the next succeeding business day), commencing October 2019.

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(2019-2) Terms Document, dated as of September 5, 2019.

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 99.72482% 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: 10:41 a.m. (Eastern Time (U.S.)) on August 28, 2019 (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 September 5, 2019, 10:00 a.m., New York City time.

Location of Closing:

Chapman and Cutler LLP

1717 Rhode Island Avenue N.W.

Washington, DC 20036-3026

Address for Notice to Representatives:

Barclays Capital Inc.

as an Underwriter and as a Representative

of the Underwriters named in Schedule I hereto

745 Seventh Avenue

New York, New York 10019

Credit Suisse Securities (USA) LLC

as an Underwriter and as a Representative

of the Underwriters named in Schedule I hereto

Eleven Madison Avenue

New York, New York 10010

RBC Capital Markets, LLC

as an Underwriter and as a Representative

of the Underwriters named in Schedule I hereto

Three World Financial Center

200 Vesey Street

New York, New York 10281

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).

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.

 

3


BARCLAYS CAPITAL INC.,
as an Underwriter and as a Representative of the Underwriters named on Schedule I hereto
By:  

/s/ Eric Chang

  Name: Eric Chang
  Title:   Managing Director
CREDIT SUISSE
SECURITIES (USA) LLC
as an Underwriter and as a Representative of the Underwriters named on Schedule I hereto
By:  

/s/ Brian Banschick

  Name: Brian Banschick
  Title:   Director
RBC CAPITAL MARKETS, LLC
as an Underwriter and as a Representative of the Underwriters named on Schedule I hereto
By:  

/s/ Keith L. Helwig

  Name: Keith L. Helwig
  Title:   Authorized Signatory

COMET Class A(2019-2) Terms Agreement

 

S-1


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/ Eric D. Bauder

 

Name: Eric D. Bauder

 

Title:   Assistant Vice President

CAPITAL ONE FUNDING, LLC
    as Transferor and as Company

By:

 

/s/ Eric D. Bauder

 

Name: Eric D. Bauder

 

Title:   Assistant Vice President

CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION
    as Seller

By:

 

/s/ Franco E. Harris

 

Name: Franco E. Harris

 

Title:   Vice President, Treasury Capital Markets

COMET Class A(2019-2) Terms Agreement

 

S-2


SCHEDULE I

Card series Class A(2019-2) Notes

 

Underwriters

   Principal Amount  

Barclays Capital Inc.

   $ 390,000,000  

Credit Suisse Securities (USA) LLC

   $ 390,000,000  

RBC Capital Markets, LLC

   $ 390,000,000  

Capital One Securities, Inc.

   $ 32,500,000  

J.P. Morgan Securities LLC

   $ 32,500,000  

Wells Fargo Securities, LLC

   $ 32,500,000  

The Williams Capital Group, L.P.

   $ 32,500,000  
  

 

 

 

Total:

   $ 1,300,000,000