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



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

Business Wire

MCLEAN, Va. -- February 21, 2013

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 participation date:

                                         Principal
                                         Amount                Cumulative
CUSIP          Title of Old              Outstanding           Principal
Number         Notes                     Following             Amount Tendered
                                         Final                 as of the
                                         Settlement            Expiration Date
                                         Date
140420         8.80%                                           $1,205,884,000
MV9            Subordinated              $294,116,000          (80.39%)
               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, 2013.

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 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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