This press release is not an offer to sell or a solicitation of an offer to buy any security. The exchange offer is being made solely by a Confidential Offering Circular, dated January 23, 2013, and related letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law. In particular, this communication is only addressed to and directed at 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 of 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”). COBNA is not required to register the New Notes with the Securities and Exchange Commission under the Securities Act. COBNA is offering and issuing the New Notes pursuant to the terms and regulations issued by the Office of the Comptroller of the Currency and in reliance upon an exemption provided by Section 3(a)(2) of the Securities Act.
This press release contains forward-looking statements which are subject to risks and uncertainties. The forward-looking statements contain words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “will,” “may,” “likely” and similar expressions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. COBNA undertakes no obligation to update or revise any forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, whether or not COBNA will ultimately consummate the exchange offer, the satisfaction of the conditions described in the Confidential Offering Circular and market conditions.
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