MCLEAN, Va., March 14, 2012 /PRNewswire/ -- Capital One
Financial Corporation (NYSE: COF) today announced an underwritten
public offering of $1.25 billion of
its common stock. Morgan Stanley, Barclays Capital, Citigroup
and Credit Suisse are acting as book-running managers for the
offering. Capital One intends to use the net proceeds of the
offering to fund a portion of its previously announced acquisition
of HSBC's U.S. credit card business.
The public offering is being made pursuant to an effective shelf
registration statement that has been filed with the Securities and
Exchange Commission (the "SEC"). A preliminary prospectus
supplement related to the offering will be filed with the SEC and
will be available on the SEC's website at http://www.sec.gov.
Copies of the prospectus supplement and the base prospectus
relating to these securities may be obtained from (i)
Morgan Stanley by calling 1-866-718-1649, by mail at Morgan Stanley
Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus
Dept., or by e-mail at prospectus@morganstanley.com; (ii) Barclays
Capital Inc., by calling 1-888-603-5847, by mail at c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by e-mail at
Barclaysprospectus@broadridge.com; (iii) Citigroup, by calling
1-800-831-9146, or by mail at Brooklyn Army Terminal, 140 58th
Street, Brooklyn, NY 11220; or
(iv) Credit Suisse Securities (USA) LLC, by calling 1-800-221-1037, by mail
at Attention: Prospectus Department, One Madison Avenue,
New York, NY 10010, or by e-mail
at newyork.prospectus@credit-suisse.com.
This press release is neither an offer to sell nor a
solicitation of an offer to buy any of the common stock or any
other security of Capital One, nor shall there be any sale of the
common stock in any jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
Forward-looking statements
Capital One cautions that its current expectations in this
release dated March 14, 2012, and
Capital One's plans, objectives, expectations and intentions, are
forward-looking statements which speak only as of the date hereof.
Capital One does not undertake any obligation to update or revise
any of the information contained herein whether as a result of new
information, future events or otherwise. Actual results could
differ materially from current expectations due to a number of
factors, including, but not limited to: general economic and
business conditions in the U.S., the U.K., Canada and Capital One's local markets,
including conditions affecting employment levels, interest rates,
consumer income and confidence, spending and savings that may
affect consumer bankruptcies, defaults, charge-offs and deposit
activity; an increase or decrease in credit losses (including
increases due to a worsening of general economic conditions in the
credit environment); the possibility that Capital One will not
receive third-party consents necessary to fully realize the
anticipated benefits of Capital One's acquisition of HSBC's U.S.
credit card business (the "HSBC Transaction"); the possibility that
Capital One may not fully realize the projected cost savings and
other projected benefits of the HSBC Transaction or its acquisition
of ING Direct (collectively, the "Transactions"); changes in the
anticipated timing for closing the HSBC Transaction; difficulties
and delays in integrating the assets and businesses acquired in the
Transactions; business disruption during the pendency of or
following the Transactions; diversion of management time on issues
related to the Transactions, including integration of the assets
and businesses acquired; reputational risks and the reaction of
customers and counterparties to the Transactions; disruptions
relating to the Transactions negatively impacting Capital One's
ability to maintain relationships with customers, employees and
suppliers; changes in asset quality and credit risk as a result of
the Transactions; the accuracy of estimates and assumptions Capital
One uses to determine the fair value of assets acquired and
liabilities assumed in the Transactions, and the potential for its
estimates or assumptions to change as additional information
becomes available and it completes the accounting analysis of the
Transactions; financial, legal, regulatory, tax or accounting
changes or actions, including the impact of the Dodd-Frank Wall
Street Reform and Consumer Protection Act and the regulations
promulgated thereunder; developments, changes or actions relating
to any litigation matter involving Capital One; the inability to
sustain revenue and earnings growth; increases or decreases in
interest rates; Capital One's ability to access the capital markets
at attractive rates and terms to capitalize and fund its operations
and future growth; the success of Capital One's marketing efforts
in attracting and retaining customers; increases or decreases in
Capital One's aggregate loan balances or the number of customers
and the growth rate and composition thereof, including increases or
decreases resulting from factors such as shifting product mix,
amount of actual marketing expenses Capital One incurs and
attrition of loan balances; the level of future repurchase or
indemnification requests Capital One may receive, the actual future
performance of mortgage loans relating to such requests, the
success rates of claimants against Capital One, any developments in
litigation and the actual recoveries Capital One may make on any
collateral relating to claims against it; the amount and rate of
deposit growth; changes in the reputation of or expectations
regarding the financial services industry or Capital One with
respect to practices, products or financial condition; any
significant disruption in Capital One's operations or technology
platform; Capital One's ability to maintain a compliance
infrastructure suitable for its size and complexity; Capital One's
ability to control costs; the amount of, and rate of growth in,
Capital One's expenses as its business develops or changes or as it
expands into new market areas; Capital One's ability to execute on
its strategic and operational plans; any significant disruption of,
or loss of public confidence in, the United States Mail service
affecting Capital One's response rates and consumer payments;
Capital One's ability to recruit and retain experienced personnel
to assist in the management and operations of new products and
services; changes in the labor and employment markets; fraud or
misconduct by Capital One customers, employees or business
partners; competition from providers of products and services that
compete with Capital One's businesses; and other risk factors
listed from time to time in reports that Capital One files with the
SEC, including, but not limited to, the Annual Report on Form 10-K
for the year ended December 31,
2011.
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 $128.2
billion in deposits and $206.0
billion in total assets outstanding as of December 31, 2011. Headquartered in
McLean, Virginia, Capital One
offers a broad spectrum of financial products and services to
consumers, small businesses and commercial clients. Capital
One, N.A. has approximately 1,000 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.
SOURCE Capital One Financial Corporation