Capital One Bank (USA), National Association Announces Final Results of Subordinated Note Exchange Offer
22 February 2013 - 1:48AM
Business Wire
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:
CUSIPNumber
Title of Old Notes
Principal AmountOutstanding
FollowingFinal Settlement Date
Cumulative PrincipalAmount
Tendered as of theExpiration Date
140420 MV9 8.80% Subordinated Notes due 2019 $294,116,000
$1,205,884,000 (80.39%)
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.
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