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

Stocks in this article: COF

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 Number

          Title of Security          

Principal 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.

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