Capital One Announces Pricing, Expiration and Results of Cash Tender Offers for Notes Issued by Capital One, National Association and Capital One Bank (USA), National Association

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Jun 08, 2020, 08:00 ET

MCLEAN, Va., June 8, 2020 /PRNewswire/ -- Capital One Financial Corporation (NYSE: COF) ("Capital One") announced today the pricing information (including the applicable Reference Yield and Purchase Price (each, as defined below)), the expiration and results of the previously announced offers (the "Offers") by its subsidiaries Capital One, National Association, and Capital One Bank (USA), National Association (each, an "Offeror" and, collectively, the "Offerors") to purchase for cash any and all of their applicable securities listed in the table below (the "Securities") from each registered holder of the Securities (the "Holders").

The Offers were made pursuant to an Offer to Purchase dated June 1, 2020, which contains detailed information concerning the terms of the Offers. The Offers expired at 5:00 p.m., New York City time, on June 5, 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The table below lists the aggregate principal amount of the Securities that had been validly tendered and not validly withdrawn as of the Expiration Date.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 for the applicable Reference Yield based on the yield of the applicable Reference U.S. Treasury Security set forth in the table below, as displayed at 2:00 p.m., New York City time, on the Expiration Date on the FIT1 Bloomberg Reference Page, and the Purchase Price payable for each $1,000 in principal amount of Securities validly tendered and not validly withdrawn prior to the Expiration Date for each series of Securities.

CUSIP Number	Title of Security	Par Call Date	Aggregate Principal Amount Outstanding	Aggregate Principal Amount Tendered⁽¹⁾	Percent of Outstanding Amount Tendered	Reference U.S. Treasury Security	Bloomberg Reference Page	Reference Yield	Fixed Spread (basis points)	Purchase Price⁽²⁾
14042E3Y4	2.950% Senior Notes due 2021	June 23, 2021	$1,250,000,000	$664,728,000	53.18%	0.125% U.S. Treasury Security due May 31, 2022	FIT1	0.216%	65	$1,021.45
14042RBT7	2.250% Senior Notes due 2021	August 13, 2021	$1,000,000,000	$484,001,000	48.40%	0.125% U.S. Treasury Security due May 31, 2022	FIT1	0.216%	65	$1,016.14
14042TCS4	2.014% Fixed-to- Floating Rate Senior Notes due 2023†	January 27, 2022	$1,250,000,000	$514,938,000	41.20%	0.125% U.S. Treasury Security due May 31, 2022	FIT1	0.216%	130	$1,007.98
14042RFJ5	Floating Rate Senior Notes due 2023*	January 30, 2022	$500,000,000	$127,875,000	25.58%	n/a	n/a	n/a	n/a	$992.50
14042RHB0	Floating Rate Notes due 2022*	July 8, 2022	$300,000,000	$61,200,000	20.40%	n/a	n/a	n/a	n/a	$996.25
14042RHC8	2.650% Senior Notes due 2022	July 8, 2022	$1,000,000,000	$579,663,000	57.97%	0.125% U.S. Treasury Security due May 31, 2022	FIT1	0.216%	80	$1,033.51
14042RNW7	2.150% Senior Notes due 2022	August 6, 2022	$1,500,000,000	$925,241,000	61.68%	0.125% U.S. Treasury Security due May 31, 2022	FIT1	0.216%	90	$1,021.96
14042TCT2	2.280% Fixed-to- Floating Rate Senior Notes due 2026†	January 28, 2025	$750,000,000	$303,440,000	40.46%	0.250% U.S. Treasury Security due May 31, 2025	FIT1	0.481%	185	$997.76


†	Issued by Capital One Bank (USA), National Association. All other Securities were issued by Capital One, National Association.
*	The Floating Rate Senior Notes due 2023 and the Floating Rate Notes due 2022 are designated as "Fixed Price Securities."
(1)	Not including (i) $596,000 in aggregate principal amount of the 2.950% Senior Notes due 2021, (ii) $995,000 in aggregate principal amount of the 2.250% Senior Notes due 2021, (iii) $1,206,000 in aggregate principal amount of the 2.014% Fixed-to-Floating Rate Senior Notes due 2023, (iv) $11,378,000 in aggregate principal amount of the 2.650% Senior Notes due 2022, and (v) $30,543,000 in aggregate principal amount of the 2.150% Senior Notes due 2022, each tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase, for which delivery must be made by 5:00 p.m., New York City time, on June 9, 2020.
(2)	Per $1,000 principal amount of Securities.

On June 10, 2020 (the "Settlement Date"), the Offerors will pay the applicable 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 applicable Offeror in same-day funds.

The applicable Purchase Price payable for each Series of Securities per $1,000 principal amount of such Series of Securities validly tendered by the Holders and accepted for purchase by the Offerors is as set forth under the heading "Purchase Price" above. The applicable Purchase Price payable for each Series of Securities (other than Fixed Price Securities) per $1,000 principal amount of such Series of Securities, was calculated in accordance with the Offer to Purchase, based on a yield to the applicable par call date of such Series of Securities equal to the sum of (i) the Reference Yield (as defined below) for such Series of Securities, determined at 2:00 p.m., New York City time, on the Expiration Date plus (ii) the fixed spread applicable to such series, as set forth under the heading "Fixed Spread (basis points)" above (the "Fixed Spread"), in each case minus Accrued Interest on the Securities. The "Reference Yield" means, with respect to each such Series of Securities, the yield of the applicable reference security listed under the heading "Reference U.S. Treasury Security" above (the "Reference Security") for such Series of Securities.

$44,718,000 in aggregate principal amount of Securities were tendered pursuant to the guaranteed delivery procedures described under "The Offers—Procedures for Tendering Securities—Guaranteed Delivery" in the Offer to Purchase. Acceptance of such Securities remains subject to the valid delivery at any time at or prior to 5:00 p.m., New York City time, on June 9, 2020 (the "Guaranteed Delivery Date") of such Securities and the corresponding documentation pursuant to the terms and subject to the conditions set forth in the Offer to Purchase.

The Offerors appointed Barclays Capital Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and Capital One Securities, Inc. to act as dealer managers for the Offers, and have 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 (800) 591-6313 or email at [email protected]. Questions regarding the Offers may be directed to Barclays Capital Inc. toll free at (800) 438-3242 or collect at (212) 528-7581, Credit Suisse Securities (USA) LLC toll free at (800) 820-1653 or collect at (212) 325-6340, J.P. Morgan Securities LLC toll free at (866) 834-4666 or collect at (212) 834-8553, Morgan Stanley & Co. LLC toll free at (800) 624-1808 or collect at (212) 761-1057, or Capital One Securities, Inc. toll free at (800) 666-9174.

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

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 Offers were made only pursuant to the Offer to Purchase and related Notice of Guaranteed Delivery. The Offers were 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 Offerors, the Dealer Managers, the Information Agent, the Tender Agent or any of their respective affiliates makes any recommendation in connection with the Offers. Please refer to the Offer to Purchase for a description of terms, conditions, disclaimers and other information applicable to the Offers.

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 those listed from time to time in reports that Capital One files with the Securities and Exchange Commission, including, but not limited to, the Annual Report on Form 10-K for the year ended December 31, 2019.

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 $269.7 billion in deposits and $396.9 billion in total assets as of March 31, 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.