Capital One Bank (USA), National Association Announces Early Tender Results of Subordinated Note Exchange Offer

  Capital One Bank (USA), National Association Announces Early Tender Results
  of Subordinated Note Exchange Offer

Business Wire

MCLEAN, Va. -- February 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tendered for exchange and not validly withdrawn as of the early participation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 (5:00p.m., New York City time, on February5,
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:

                                                    
                                                              Principal Amount
CUSIP                                  Principal Amount       Tendered as of
                                                              the Early
Number        Title of Old Notes       Outstanding            Participation
                                                              Date
                                                              
140420        8.80% Subordinated       $1,500,000,000         $1,186,184,000
MV9           Notes due 2019                                  (79.08%)
                                                              

The exchange offer will expire at 11:59p.m., New York City time, on
February20, 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longer be withdrawn following the early participation date, except in certain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 February11, 2013 (in the case of Old Notes tendered and accepted for
exchange at or prior to the early participation date) and on February22, 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
January23, 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 February6, 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 Rule501 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 $212.5billion in deposits and $312.9billion in total
assets outstanding as of December31, 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 Fortune500 company, Capital One trades on the New York Stock
Exchange under the symbol "COF" and is included in the S&P100 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
or
Danielle Dietz, 703-720-2455
or
Media Relations
Julie Rakes, 804-284-5800
 
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