Capital One Bank (USA), National Association Announces Pricing Terms Of Subordinated Note Exchange Offer

Capital One Financial Corporation (NYSE: COF) announced today that its subsidiary, Capital One Bank (USA), National Association (“COBNA”) priced 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. The pricing terms were determined as of the price determination date, which was 11:00 a.m., New York City time, on February 6, 2013, in accordance with the terms set out in the Confidential Offering Circular for the exchange offer, dated January 23, 2013, and related letter of transmittal.

The interest rate on the New Notes will be 3.375%. The “New Issue Yield” (as defined in the Confidential Offering Circular) on the New Notes will be 3.387% and the “New Notes Value” (as defined in the Confidential Offering Circular) of the New Notes will be $1,198.78. These amounts were determined by reference to the bid-side yield on the 1.625% U.S. Treasury Note due November 15, 2022, as of the price determination date, which was 1.987%.

The total exchange price to be received in the exchange offer for each $1,000 in aggregate principal amount of the Old Notes validly tendered, and not validly withdrawn, at or prior to the early participation date (5:00 p.m., New York City time, on February 5, 2013), is set forth in the table below. The total exchange price includes the early exchange premium of $30.00 per $1,000 principal amount of the Old Notes validly tendered, and not validly withdrawn, at or prior to the early participation date. The total exchange price for the exchange offer has been determined in accordance with the procedures set forth in the Confidential Offering Circular. Holders of Old Notes that validly tender Old Notes after the early participation date and whose Old Notes are accepted in the exchange offer will receive the exchange price, which is the total exchange price less the early exchange premium.

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