Capital One Bank (USA) National Association Commences Exchange Offer For Any and All 8.80% Subordinated Notes Due 2019

  Capital One Bank (USA) National Association Commences Exchange Offer For Any
  and All 8.80% Subordinated Notes Due 2019

Business Wire

MCLEAN, Va. -- January 23, 2013

Capital One Financial Corporation (NYSE: COF) announced today that its
subsidiary, Capital One Bank (USA), National Association (“COBNA”), commenced
an 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 is being conducted by COBNA upon the terms and subject to
the conditions set forth in a confidential offering circular, datedJanuary
23, 2013 (the “Confidential Offering Circular”), and related letter of
transmittal. The exchange offer is only extended, and copies of the offering
documents will only be made available, to 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 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.

The following table sets forth the Old Notes that are subject to the exchange

CUSIP           Title of                          Principal
Number               Security                               Amount Outstanding
140420 MV9           8.80% Subordinated Notes due           $1,500,000,000

The exchange offer is subject to the condition that a minimum of $500 million
aggregate principal amount of New Notes be issued in exchange for Old Notes,
as well as certain other conditions, as more fully described in the
Confidential Offering Circular. The amount of New Notes and cash offered in
the exchange offer is described in the Confidential Offering Circular.
Eligible Holders that validly tender and do not validly withdraw their Old
Notes at or prior to5:00 p.m.,New York Citytime, onFebruary 5, 2013,
subject to any extension by COBNA, will receive an early exchange premium
equal to $30.00 per $1,000 principal amount of Old Notes accepted for

The exchange offer will expire at11:59 p.m.,New York Citytime, onFebruary
20, 2013, unless extended by COBNA. Tenders of Old Notes in the exchange offer
may be validly withdrawn at any time at or prior to5:00 p.m.,New York
Citytime, on February 5, 2013, subject to extension by COBNA, but not
thereafter, unless additional withdrawal rights are required by law. 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 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

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 ( 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. ING DIRECT, a division of Capital One, N.A., offers direct banking
products and services to customers nationwide. 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.


Capital One Bank (USA), National Association ( 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
credit card loans outstanding.


Capital One Financial Corporation
Investor Relations
Jeff Norris
Danielle Dietz
Media Relations
Julie Rakes
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