MCLEAN, Va.--(BUSINESS WIRE)--Feb. 5, 2013--
Capital One Financial Corporation (NYSE: COF) announced today that its
subsidiary, Capital One Bank (USA), National Association (“COBNA”)
received the early tender results of its previously announced offer to
exchange any and all of its outstanding 8.80% Subordinated Notes due
2019 (the “Old Notes”) for a combination of new Subordinated Notes due
2023 (the “New Notes”) and cash.
Based on information provided by D.F. King & Co., Inc., the exchange
agent for the exchange offer, the aggregate principal amount of the Old
Notes validly tendered for exchange and not validly withdrawn as of the
early participation date for the exchange offer (5:00 p.m., New York
City time, on February 5, 2013) will satisfy the minimum size condition
with respect to the New Notes to be issued pursuant to the terms and
conditions of the exchange offer.
The following table indicates, among other things, the principal amount
of the Old Notes validly tendered for exchange as of the early
participation date:
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Principal Amount
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CUSIP
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Principal Amount
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Tendered as of the Early
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Number
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Title of Old Notes
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Outstanding
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Participation Date
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140420 MV9
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8.80% Subordinated Notes due 2019
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$1,500,000,000
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$1,186,184,000 (79.08%)
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The exchange offer will expire at 11:59 p.m., New York City time, on
February 20, 2013, unless extended or earlier terminated by COBNA. In
accordance with the terms of the exchange offer, tendered Old Notes may
no longer be withdrawn following the early participation date, except in
certain limited circumstances where additional withdrawal rights are
required by law. COBNA expects to deliver the New Notes and cash in
exchange for accepted Old Notes on February 11, 2013 (in the case of Old
Notes tendered and accepted for exchange at or prior to the early
participation date) and on February 22, 2013 (in the case of Old Notes
tendered and accepted for exchange after the early participation date
but at or prior to the expiration date).
The exchange offer is being conducted by COBNA upon the terms and
subject to the conditions set forth in a Confidential Offering Circular,
dated January 23, 2013, and related letter of transmittal. Additional
information regarding pricing of the exchange offer will be contained in
a press release that will be issued February 6, 2013 by Capital One
Financial Corporation. The exchange offer is only extended, and copies
of the offering documents will only be made available, to holders of the
Old Notes that have certified that such holder (1) is an institutional
investor that is an “accredited investor” within the meaning of
subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities
Act of 1933, as amended (the “Securities Act”), and (2) will hold at all
times an undivided beneficial interest in the New Notes in a principal
amount not less than $250,000 (such holder, an “Eligible Holder”). Only
Eligible Holders are authorized to receive or review the Confidential
Offering Circular or to participate in the exchange offer.
Documents relating to the exchange offer will only be distributed to
holders of the Old Notes that complete and return a letter of
eligibility confirming that they are Eligible Holders. Holders of the
Old Notes that desire to review the eligibility letter may visit the
website for this purpose at http://www.dfking.com/capitalone
or contact D.F . King & Co., Inc., the information agent for the
exchange offer, by calling toll-free (800) 290-6427 or at (212) 269-5550
(banks and brokerage firms).
Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. are
serving as lead dealer managers in connection with the exchange offer.
For additional information regarding the terms of the exchange offer,
please contact the lead dealer managers: Credit Suisse Securities (USA)
LLC at +1 (800) 820-1653 (toll free) or +1 (212) 538-2147 (collect) or
Deutsche Bank Securities Inc. at +1 (855) 287-1922 (toll free) or
+1 (212) 250-7527 (collect).
This press release is not an offer to sell or a solicitation of an offer
to buy any security. The exchange offer is being made solely by the
Confidential Offering Circular and related letter of transmittal and
only to such persons and in such jurisdictions as is permitted under
applicable law. In particular, this communication is only addressed to
and directed at Eligible Holders. COBNA is not required to register
the New Notes with the Securities and Exchange Commission under the
Securities Act. COBNA is offering and issuing the New Notes
pursuant to the terms and regulations issued by the Office of the
Comptroller of the Currency and in reliance upon an exemption provided
by Section 3(a)(2) of the Securities Act.
This press release contains forward-looking statements which are subject
to risks and uncertainties. The forward-looking statements contain words
such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “will,”
“may,” “likely” and similar expressions. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak
only as of the date on which they are made. COBNA undertakes no
obligation to update or revise any forward-looking statements. Factors
that could cause actual results to differ materially from these
forward-looking statements include, but are not limited to, whether or
not COBNA will ultimately consummate the exchange offer, the
satisfaction of the conditions described in the Confidential Offering
Circular and market conditions.
About Capital One
Capital One Financial Corporation (www.capitalone.com)
is a financial holding company whose subsidiaries, which include Capital
One, N.A., and Capital One Bank (USA), N.A., had $212.5 billion in
deposits and $312.9 billion in total assets outstanding as of
December 31, 2012. Headquartered in McLean, Virginia, Capital One offers
a broad spectrum of financial products and services to consumers, small
businesses and commercial clients through a variety of channels. Capital
One, N.A. has more than 900 branch locations primarily in New York, New
Jersey, Texas, Louisiana, Maryland, Virginia and the District of
Columbia. A Fortune 500 company, Capital One trades on the New York
Stock Exchange under the symbol "COF" and is included in the S&P 100
index.
About COBNA
Capital One Bank (USA), National Association (www.capitalone.com)
is a banking association and a member of the Federal Reserve System.
Capital One Bank (USA), National Association currently offers credit and
debit card products, other lending products and deposit products. The
deposits of Capital One Bank (USA), National Association are insured by
the Deposit Insurance Fund of the FDIC up to applicable limits under the
Federal Deposit Insurance Act (the “FDIA”). Capital One Bank (USA),
National Association is among the largest issuers of Visa® and
MasterCard® credit cards in the United States, based on managed credit
card loans outstanding.
Source: Capital One Financial Corporation
Capital One Financial Corporation
Investor Relations
Jeff
Norris, 703-720-2455
or
Danielle Dietz, 703-720-2455
or
Media
Relations
Julie Rakes, 804-284-5800