Capital One Bank (USA), National Association Announces Pricing Terms of Subordinated Note Exchange Offer
The interest rate on the New Notes will be 3.375%. The “New Issue Yield”
(as defined in the Confidential Offering Circular) on the New Notes will
be 3.387% and the “New Notes Value” (as defined in the Confidential
Offering Circular) of the New Notes will be
The total exchange price to be received in the exchange offer for each
The table below shows, among other things, the total exchange price and
exchange price per
The total exchange price for the exchange offer will be paid in the following manner:
$1,200.00principal amount of New Notes; plus
$174.07in 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:
$1,200.00principal amount of New Notes; plus
$144.07in 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 the expiration date, which will be
The early settlement date is expected to be February 11, 2013 and will apply to all Old Notes validly tendered and accepted for exchange pursuant to the terms and conditions of the exchange offer as of the early participation date. The final settlement date is expected to be February 22, 2013 and will apply to all Old Notes validly tendered and accepted for exchange pursuant to the terms and conditions of the exchange offer after the early participation date but at or prior to the expiration date.
The exchange offer is being conducted by COBNA upon the terms and
subject to the conditions set forth in a Confidential Offering Circular,
dated January 23, 2013, and related letter of transmittal. The exchange
offer is only extended, and copies of the offering documents will only
be made available, to 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
under 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
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 described
in the Confidential Offering Circular. Based on information provided by
Documents relating to the exchange offer will only be distributed 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 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 only addressed to
and directed at Eligible Holders. COBNA is not required to register
the New Notes with the
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
Jeff Norris, 703.720.2455
Danielle Dietz, 703.720.2455
Julie Rakes, 804.284.5800