Capital One Recommends Stockholders Reject Mini-Tender Offer From TRC Capital Investment Corporation

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May 03, 2023, 16:05 ET

MCLEAN, Va., May 3, 2023 /PRNewswire/ -- Capital One Financial Corporation (NYSE: COF) has been notified of an unsolicited mini-tender offer by TRC Capital Investment Corporation (TRC) to purchase up to 1,500,000 shares of COF common stock, representing less than one percent of COF's common stock outstanding. The offering price of $93.47 per share is 4.46 percent below the closing price per share of COF's common stock on April 17, 2023, the last trading day prior to the date of the offer (April 18, 2023).

The company recommends that common stockholders who have not responded to TRC's offer take no action. COF common stockholders who have already tendered their shares may withdraw their shares by providing the written notice described in the TRC offering documents prior to the expiration of the offer, currently scheduled for 12:01 a.m., New York City Time on May 17, 2023. The company further recommends that stockholders do not tender their shares in response to TRC's offer because the offer is subject to numerous conditions, including TRC obtaining financing for the offer. There is no guarantee the conditions of the offer will be satisfied.

The company does not endorse the TRC unsolicited mini-tender offer and is not affiliated or associated in any way with TRC, its mini-tender offer, or its mini-tender offer documents.

Because TRC's mini-tender offer is for less than 5% of the company's outstanding shares, it is not subject to many of the disclosure and procedural requirements of Securities and Exchange Commission (SEC) rules that are designed to protect investors. TRC has made similar unsolicited mini-tender offers for stock of other public companies. The SEC has cautioned investors about mini-tender offers, providing guidance to investors at https://www.sec.gov/reportspubs/investor-publications/investorpubsminitend.

Stockholders should obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to TRC's mini-tender offer. The company requests that a copy of this news release be included with all distributions of materials relating to TRC's mini-tender offer related to the company's common stock.

About Capital One

Capital One Financial Corporation (www.capitalone.com) is a financial holding company which, along with its subsidiaries, had $349.8 billion in deposits and $471.7 billion in total assets as of March 31, 2023. 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 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.