Capital One Bank (USA), National Association Announces Early Tender Results of Subordinated Note Exchange Offer

MCLEAN, Va.--(BUSINESS WIRE)--Capital One Financial Corporation (NYSE: COF) announced today that its subsidiary, Capital One Bank (USA), National Association (“COBNA”) received the early tender 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.

Based on information provided by D.F. King & Co., Inc., the exchange agent for the exchange offer, the aggregate principal amount of the Old Notes validly tendered for exchange and not validly withdrawn as of the early participation date for the exchange offer (5:00 p.m., New York City time, on February 5, 2013) will satisfy the minimum size condition with respect to the New Notes to be issued pursuant to the terms and conditions of the exchange offer.

The following table indicates, among other things, the principal amount of the Old Notes validly tendered for exchange as of the early participation date:

			Principal Amount
CUSIP		Principal Amount	Tendered as of the Early
Number	Title of Old Notes	Outstanding	Participation Date
140420 MV9	8.80% Subordinated Notes due 2019	$1,500,000,000	$1,186,184,000 (79.08%)

The exchange offer will expire at 11:59 p.m., New York City time, on February 20, 2013, unless extended or earlier terminated by COBNA. In accordance with the terms of the exchange offer, tendered Old Notes may no longer be withdrawn following the early participation date, except in certain limited circumstances where additional withdrawal rights are required by law. COBNA expects to deliver the New Notes and cash in exchange for accepted Old Notes on February 11, 2013 (in the case of Old Notes tendered and accepted for exchange at or prior to the early participation date) and on February 22, 2013 (in the case of Old Notes tendered and accepted for exchange 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. Additional information regarding pricing of the exchange offer will be contained in a press release that will be issued February 6, 2013 by Capital One Financial Corporation. The exchange offer is only extended, and copies of the offering documents will only be made available, to holders of the 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.

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 [phone] or at [phone] (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 [phone] (toll free) or [phone] (collect) or Deutsche Bank Securities Inc. at [phone] (toll free) or [phone] (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. 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.