Capital One Bank (USA) National Association Commences Exchange Offer For Any and All 8.80% Subordinated Notes Due 2019

Wed Jan 23, 2013 8:56am EST

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MCLEAN, Va.--(Business Wire)--
Capital One Financial Corporation (NYSE: COF) announced today that its
subsidiary, Capital One Bank (USA), National Association ("COBNA"), commenced an
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 is being conducted by COBNA upon the terms and subject to the
conditions set forth in a confidential offering circular, dated January 23, 2013
(the "Confidential Offering Circular"), 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 $250,000 (such holder, an "Eligible Holder"). Only Eligible Holders are
authorized to receive or review the Confidential Offering Circular or to
participate in the exchange offer. 

The following table sets forth the Old Notes that are subject to the exchange
offer:

 CUSIP                 Title of                                     Principal            
 Number                Security                                     Amount Outstanding   
 140420 MV9            8.80% Subordinated Notes due 2019            $1,500,000,000       


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 more fully described in the Confidential
Offering Circular. The amount of New Notes and cash offered in the exchange
offer is described in the Confidential Offering Circular. Eligible Holders that
validly tender and do not validly withdraw their Old Notes at or prior to 5:00
p.m., New York City time, on February 5, 2013, subject to any extension by
COBNA, will receive an early exchange premium equal to $30.00 per $1,000
principal amount of Old Notes accepted for exchange. 

The exchange offer will expire at 11:59 p.m., New York City time, on February
20, 2013, unless extended by COBNA. Tenders of Old Notes in the exchange offer
may be validly withdrawn at any time at or prior to 5:00 p.m., New York City
time, on February 5, 2013, subject to extension by COBNA, but not thereafter,
unless additional withdrawal rights are required by law. 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). 

Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. are serving
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 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 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. ING DIRECT, a division of Capital One, N.A., offers direct banking
products and services to customers nationwide. 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 credit card loans
outstanding.

Capital One Financial Corporation
Investor Relations
Jeff Norris
703.720.2455
or
Danielle Dietz
703.720.2455
or
Media Relations
Julie Rakes
804.284.5800 

Copyright Business Wire 2013

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