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Capital One Bank (USA), National Association Announces Pricing Terms of Subordinated Note Exchange Offer



  Capital One Bank (USA), National Association Announces Pricing Terms of
  Subordinated Note Exchange Offer

Business Wire

MCLEAN, Va. -- February 6, 2013

Capital One Financial Corporation (NYSE: COF) announced today that its
subsidiary, Capital One Bank (USA), National Association (“COBNA”) priced 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 pricing terms were
determined as of the price determination date, which was 11:00 a.m., New York
City time, on February 6, 2013, in accordance with the terms set out in the
Confidential Offering Circular for the exchange offer, dated January 23, 2013,
and related letter of transmittal.

The interest rate on the New Notes will be 3.375%. The “New Issue Yield” (as
defined in the Confidential Offering Circular) on the New Notes will be 3.387%
and the “New Notes Value” (as defined in the Confidential Offering Circular)
of the New Notes will be $1,198.78. These amounts were determined by reference
to the bid-side yield on the 1.625% U.S. Treasury Note due November 15, 2022,
as of the price determination date, which was 1.987%.

The total exchange price to be received in the exchange offer for each $1,000
in aggregate principal amount of the Old Notes validly tendered, and not
validly withdrawn, at or prior to the early participation date (5:00 p.m., New
York City time, on February 5, 2013), is set forth in the table below. The
total exchange price includes the early exchange premium of $30.00 per $1,000
principal amount of the Old Notes validly tendered, and not validly withdrawn,
at or prior to the early participation date. The total exchange price for the
exchange offer has been determined in accordance with the procedures set forth
in the Confidential Offering Circular. Holders of Old Notes that validly
tender Old Notes after the early participation date and whose Old Notes are
accepted in the exchange offer will receive the exchange price, which is the
total exchange price less the early exchange premium.

The table below shows, among other things, the total exchange price and
exchange price per $1,000 principal amount of the Old Notes accepted in the
exchange offer:

                            Principal          Reference     Fixed                     Early        Total
CUSIP      Title of         Amount             U.S.          Spread      Exchange      Exchange     Exchange
Number     Old Notes        Outstanding        Treasury      (basis      Price         Premium      Price
                                               Security      points)
           8.80%                               1.625%
140420     Subordinated                        due
MV9        Notes            $1,500,000,000     November      +50bps      $1,342.85     $30.00       $1,372.85
           due 2019                            15,
                                               2022

The total exchange price for the exchange offer will be paid in the following
manner:

  * $1,200.00 principal amount of New Notes; plus
  * $174.07 in cash (which is equal to (a) the total exchange price for the
    exchange offer minus (b) the New Notes Value).

The exchange price for the exchange offer will be paid in the following
manner:

  * $1,200.00 principal amount of New Notes; plus
  * $144.07 in cash (which is equal to (a) the total exchange price for the
    exchange offer less the early exchange premium minus (b) the New Notes
    Value).

In addition to the applicable total exchange price or exchange price, holders
whose Old Notes are accepted for exchange will be paid accrued and unpaid
interest on such Old Notes to but not including the applicable settlement
date. In the case of Old Notes exchanged on the final settlement date, this
amount will be reduced to reflect embedded interest on the New Notes as
described in the Confidential Offering Circular.

The exchange offer will expire at the expiration date, which will be
11:59 p.m., New York City time, on February 20, 2013, unless extended or
earlier terminated by COBNA.

The early settlement date is expected to be February 11, 2013 and will apply
to all Old Notes validly tendered and accepted for exchange pursuant to the
terms and conditions of the exchange offer as of the early participation date.
The final settlement date is expected to be February 22, 2013 and will apply
to all Old Notes validly tendered and accepted for exchange pursuant to the
terms and conditions of the exchange offer 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. 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 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 described in the Confidential Offering
Circular. 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 satisfies this minimum size condition.

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.

Contact:

Capital One Financial Corporation
Investor Relations
Jeff Norris, 703.720.2455
Danielle Dietz, 703.720.2455
or
Media Relations
Julie Rakes, 804.284.5800
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