MCLEAN, Va. -- (Business Wire)
Capital One Financial Corporation (NYSE: COF) announced today that its
subsidiary, Capital One Bank (USA), National Association (“COBNA”)
received the final 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.
The exchange offer expired at 11:59 p.m., New York City time, on
February 20, 2013.
The following table indicates, among other things, the principal amount
of the Old Notes validly tendered for exchange as of the final
||Title of Old Notes||
Amount Tendered as of the
8.80% Subordinated Notes due 2019
In accordance with the terms of the exchange offer, COBNA has accepted
or will accept all of the Old Notes that were validly tendered for
exchange. COBNA expects final settlement to take place on February 22,
Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc.
served 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 a
Confidential Offering Circular, dated January 23, 2013, 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 holders of 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 of 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”). 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
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.
Capital One Financial Corporation
Danielle Dietz, 703.720.2455
Julie Rakes, 804.284.5800
Source: Capital One Financial Corporation
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