Capital One Financial Corporation Announces Final Results of Senior Notes Exchange Offer

  Capital One Financial Corporation Announces Final Results of Senior Notes
  Exchange Offer

Business Wire

MCLEAN, Va. -- June 17, 2013

Capital One Financial Corporation (“COF”) (NYSE: COF) announced today that it
received the final results of 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. The
exchange offer was conducted by COF upon the terms and subject to the
conditions set forth in the Confidential Offering Circular for the exchange
offer, dated May 17, 2013 (the “Confidential Offering Circular”), and related
letter of transmittal.

The exchange offer expired at 11:59p.m., New York City time, on June 14,
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:

                                        Cumulative            Anticipated
                                        Principal             Principal
CUSIP         Title of Old        Amount Tendered    Amount
Number           Notes                  as of                 Outstanding
                                        the Expiration        Following Final
                                        Date                  Settlement Date
14040H AR6       6.750% Senior          $762,906,000          $578,139,000
                 Notes due 2017         (56.89%)

In accordance with the terms of the exchange offer, COF has accepted or will
accept all of the Old Notes that were validly tendered for exchange. COF
expects final settlement to take place on June 18, 2013.

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 was 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.

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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