Capital One Financial Corporation Announces Early Participation Results and Pricing Terms of Senior Notes Exchange Offer

  Capital One Financial Corporation Announces Early Participation Results and
  Pricing Terms of Senior Notes Exchange Offer

Business Wire

MCLEAN, Va. -- June 3, 2013

Capital One Financial Corporation (“COF”) (NYSE: COF) announced today that it
priced its previously announced 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. COF also announced
today the early tender results 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 for
the exchange offer (5:00 p.m., New York City time, on May 31, 2013):

                                                        Principal Amount
CUSIP        Title of Old      Principal Amount   Tendered as of
Number         Notes               Outstanding          the Early
                                                        Participation Date
14040H AR6     6.750% Senior       $1,341,045,000       $758,866,000 (56.59%)
               Notes due 2017

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tendered for exchange and not validly withdrawn as of the early participation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 will satisfy the minimum tender condition described in the Confidential
Offering Circular for the exchange offer, dated May 17, 2013 (the
“Confidential Offering Circular”).

The pricing terms were determined as of the price determination date, which
was 11:00 a.m., New York City time, on June 3, 2013, in accordance with the
terms set out in the Confidential Offering Circular and related letter of
transmittal.

The interest rate on the New Notes will be 3.50%. The “New Issue Yield” (as
defined in the Confidential Offering Circular) on the New Notes will be 3.544%
and the “New Notes Value” (as defined in the Confidential Offering Circular)
of the New Notes will be $1,095.94. These amounts were determined by reference
to the bid-side yield on the 1.750% U.S. Treasury Note due May 15, 2023, as of
the price determination date, which was 2.094%.

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, is set forth
in the table below. The total exchange price includes the early exchange
premium of $20 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:

           Title      Principal          Reference     Fixed                     Early        Total
CUSIP    of       Amount           U.S.        Spread    Exchange    Exchange   Exchange
Number     Old        Outstanding        Treasury      (basis      Price         Premium      Price
           Notes                         Security      points)
           6.750%
14040H     Senior                        0.625%
AR6        Notes      $1,341,045,000     due April     +65bps      $1,190.66     $20          $1,210.66
           due                           30, 2018
           2017

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

  *$1,100.00 principal amount of New Notes; plus
  *$114.72 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:

  *$1,100.00 principal amount of New Notes; plus
  *$94.72 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 11:59 p.m., New York City time, on June 14,
2013, unless extended or earlier terminated by COF. 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. COF
expects to deliver the New Notes and cash in exchange for accepted Old Notes
on June 6, 2013 (in the case of Old Notes tendered and accepted for exchange
at or prior to the early participation date) and on June 18, 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 COF upon the terms and subject to the conditions set forth in 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.

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.

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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