Capital One Announces Pricing, Expiration and Results of Cash Tender Offer for Notes Issued by Cabela's Credit Card Master Note Trust

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Sep 28, 2020, 08:30 ET

MCLEAN, Va., Sept. 28, 2020 /PRNewswire/ -- Capital One Financial Corporation (NYSE: COF) ("Capital One") announced today the pricing information (including the Interpolated Swap Rate and Purchase Price (each, as defined below)), the expiration and results of the previously announced offer (the "Offer") by its subsidiary Capital One Bank (USA), National Association ("COBNA" or the "Offeror") to purchase for cash any and all of the securities listed in the table below (the "Securities") issued by Cabela's Credit Card Master Note Trust (the "Trust") from each registered holder of the Securities (the "Holders"). The Trust was formed by WFB Funding, LLC, a Nebraska limited liability company, as depositor. WFB Funding, LLC is an indirect wholly-owned subsidiary of COBNA and is the sole beneficial owner of the Trust. COBNA acts as servicer and administrator of the Trust.

The Offer was made pursuant to an Offer to Purchase dated September 21, 2020, which contains detailed information concerning the terms of the Offer. The Offer expired at 5:00 p.m., New York City time, on September 25, 2020 (the "Expiration Date"). Capitalized terms used but not defined in this press release shall have meanings ascribed to them in the Offer to Purchase.

The table below lists the aggregate principal amount of the Securities that had been validly tendered and not validly withdrawn as of the Expiration Date. The table below also sets forth the Interpolated Swap Rate (as defined below), determined at 2:00 p.m., New York City time, on the Expiration Date (the "Pricing Determination Date"), and the Purchase Price payable for each $1,000 in principal amount of Securities validly tendered and not validly withdrawn prior to the Expiration Date.

CUSIP Number	Title of Security	Expected Principal Payment Date	Stated Maturity Date	Aggregate Principal Amount Outstanding	Aggregate Principal Amount Tendered⁽¹⁾	Percent of Outstanding Amount Tendered	Interpolated Swap Rate	Fixed Spread (basis points)	Purchase Price⁽²⁾
126802CL9	2.71% Class A Fixed Rate Asset-Backed Notes, Series 2013-I	February 15, 2023	February 17, 2026	$327,250,000	$307,875,000	94.08%	0.228%	15	$1,055.07

⁽¹⁾ As advised by D.F. King & Co., Inc., the information agent and the tender agent for the Offer, as of 5:00 p.m., New York City time, on September 25, 2020. No Securities were tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase. ⁽²⁾ Per $1,000 principal amount of Securities.

On October 1, 2020 (the "Settlement Date"), the Offeror will pay the purchase price determined as described below (the "Purchase Price"), plus accrued and unpaid interest from the most recent interest payment date to, but not including, the Settlement Date (the "Accrued Interest") for any Securities validly tendered (and not validly withdrawn) by the Holders at any time on or prior to the Expiration Date and accepted for purchase by the Offeror in same-day funds.

The Purchase Price payable for the Securities per $1,000 principal amount of the Securities validly tendered by the Holders and accepted for purchase by the Offeror is as set forth under the heading "Purchase Price" above. The Purchase Price payable for the Securities per $1,000 principal amount of the Securities was calculated in accordance with the Offer to Purchase, based on a yield to the expected principal payment date for the Securities equal to the sum of (i) the Interpolated Swap Rate (as defined below), determined at 2:00 p.m., New York City time, on the Pricing Determination Date, plus (ii) the fixed spread for the Securities, as set forth under the heading "Fixed Spread (basis points)" above (the "Fixed Spread"), minus Accrued Interest on the Securities.

The Interpolated Swap Rate was calculated in accordance with standard market practice and was based on the bid and offered swap rates for the 2 Year USD Semi–Annual Mid–Swap Rate and the 3 Year USD Semi–Annual Mid–Swap Rate, each as displayed on the Interest Rate Swap Rate ("IRSB") Bloomberg Reference Page "IRSB US" as of the Pricing Determination Date.

The Offeror expects to retire and cancel the Securities that it acquired in the Offer. In accordance with the terms of the Indenture governing the Securities, the Offeror intends to redeem the remaining outstanding Securities not acquired in the Offer following the cancellation of the Securities it acquired in the Offer. The redemption price for the Securities not acquired in the Offer will be based on the face amount of such Securities and, therefore, will be lower than the Purchase Price offered for the Securities to be purchased in the Offer.

The Offeror appointed J.P. Morgan Securities LLC and RBC Capital Markets, LLC to act as dealer managers for the Offer, and retained D.F. King & Co., Inc. to serve as the information agent and the tender agent. Requests for documents may be directed to D.F. King & Co., Inc. by telephone at +1 (212) 269–5550 (banks and brokers) or +1 (877) 679–4107 or email at [email protected]. Questions regarding the Offer may be directed to J.P. Morgan Securities LLC toll free at +1 (866) 834-4666 or collect at +1 (212) 834-3424, or RBC Capital Markets, LLC toll free at +1 (877) 381-2099 or collect at +1 (212) 618–7843.

Copies of the Offer to Purchase, the related Notice of Guaranteed Delivery, and the other relevant notices and documents are available at the Offer Website at http://www.dfking.com/capitalone.

This press release is for informational purposes only and does not constitute an offer to purchase nor the solicitation of an offer to sell any Securities. The Offer was made only pursuant to the Offer to Purchase and the related Notice of Guaranteed Delivery. The Offer was not made to holders of Securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of the Offeror, the Dealer Managers, the Information Agent, the Tender Agent or any of their respective affiliates makes any recommendation in connection with the Offer. Please refer to the Offer to Purchase for a description of terms, conditions, disclaimers and other information applicable to the Offer.

Forward-Looking Statements
Certain statements in this release may constitute forward-looking statements, which involve a number of risks and uncertainties. Capital One cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information due to a number of factors, including, but not limited to, those listed under "Forward-Looking Information" in the Offer to Purchase.

About Capital One
Capital One Financial Corporation (www.capitalone.com) is a financial holding company whose subsidiaries, which include Capital One, National Association and Capital One Bank (USA), National Association, had $304.2 billion in deposits and $421.3 billion in total assets as of June 30, 2020. 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, National Association has branches located primarily in New York, Louisiana, Texas, Maryland, Virginia, New Jersey 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.