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Capital One Financial Corporation Commences Exchange Offer For Any and All 6.750% Senior Notes due 2017



  Capital One Financial Corporation Commences Exchange Offer For Any and All
                         6.750% Senior Notes due 2017

PR Newswire

MCLEAN, Va., May 17, 2013

MCLEAN, Va., May 17, 2013 /PRNewswire/ -- Capital One Financial Corporation
("COF") (NYSE: COF) announced today that it commenced an offer to exchange any
and all of its outstanding 6.750% Senior Notes due 2017 (the "Old Notes") for
a combination of new Senior Notes due 2023 (the "New Notes") and cash. 

The exchange offer is being conducted by COF upon the terms and subject to the
conditions set forth in a confidential offering circular, dated May 17, 2013
(the "Confidential Offering Circular"), and related letter of transmittal. The
New Notes have not been registered under the Securities Act of 1933, as
amended (the "Securities Act"), or any state securities laws. The New Notes
may not be offered or sold in the United States or to any U.S. persons except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act.  The exchange offer will be
made, and the New Notes are being offered, only to beneficial holders of Old
Notes (i) in the United States, that are "qualified institutional buyers," as
that term is defined in Rule 144A under the Securities Act, in a private
transaction in reliance upon the exemption from the registration requirements
of the Securities Act provided by Section 4(a)(2) thereof, or (ii) outside the
United States, that are persons other than "U.S. persons," as that term is
defined in Rule 902 under the Securities Act, in offshore transactions in
compliance with Regulation S under the Securities Act (clauses (i) and (ii)
collectively, "Eligible Holders").  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
offer:

CUSIP      Title of                     Principal
Number     Security                     Amount Outstanding
14040H AR6 6.750% Senior Notes due 2017 $1,341,045,000

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 to 5:00 p.m., New York City time, on May 31, 2013, subject
to any extension by COF, will receive an early exchange premium equal to $20
per $1,000 principal amount of Old Notes accepted for exchange.

The exchange offer will expire at 11:59 p.m., New York City time, on June 14,
2013, unless extended by COF. Tenders of Old Notes in the exchange offer may
be validly withdrawn at any time at or prior to 5:00 p.m., New York City time,
on May 31, 2013, subject to extension by COF, but not thereafter, unless
additional withdrawal rights are required by law. Documents relating to the
exchange offer will be distributed only 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).

This press release is for informational purposes only and 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 addressed to and
directed at Eligible Holders only.

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. COF 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 COF will ultimately consummate the exchange offer, the
satisfaction of the conditions described in the Confidential Offering Circular
and market conditions.

SOURCE Capital One Financial Corporation

Website: http://www.capitalone.com
Contact: Investor Relations, Jeff Norris or Danielle Dietz, 703.720.2455, or
Media Relations, Julie Rakes, 804.284.5800
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