Capital One Announces Capital One, National Association and Capital One Bank (USA), National Association Any and All Cash Tender Offers for $7.55 Billion of Notes
CUSIP |
Title of Security |
Par Call Date |
Aggregate |
Reference |
Bloomberg |
Fixed Spread |
Fixed Price(1) |
14042E3Y4 |
2.950% Senior Notes due 2021 |
|
|
0.125% |
FIT1 |
65 |
n/a |
14042RBT7 |
2.250% Senior Notes due 2021 |
|
|
0.125% |
FIT1 |
65 |
n/a |
14042TCS4 |
2.014% Fixed-to-Floating Rate Senior Notes due 2023† |
|
|
0.125% U.S. Treasury Security due |
FIT1 |
130 |
n/a |
14042RFJ5 |
Floating Rate Senior Notes due 2023 |
|
|
n/a |
n/a |
n/a |
|
14042RHB0 |
Floating Rate Notes due 2022 |
|
|
n/a |
n/a |
n/a |
|
14042RHC8 |
2.650% Senior Notes due 2022 |
|
|
0.125% |
FIT1 |
80 |
n/a |
14042RNW7 |
2.150% Senior Notes due 2022 |
|
|
0.125% |
FIT1 |
90 |
n/a |
14042TCT2 |
2.280% Fixed-to-Floating Rate Senior Notes due 2026† |
|
|
0.250% |
FIT1 |
185 |
n/a |
† Issued by |
|||||||
(1) Per |
The Floating Rate Senior Notes due 2023 and the Floating Rate Notes due 2022 are designated as "
The Offers are being made pursuant to an Offer to Purchase dated
The Offerors will pay the applicable purchase price determined as described above (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but not including, the Settlement Date (the "Accrued Interest") for any Securities validly tendered (and not validly withdrawn) by the Holders at any time on or prior to the Expiration Date and accepted for purchase by the applicable Offeror in same-day funds on the Settlement Date.
The Purchase Price payable for each Series of Securities (other than the
Tenders of Securities pursuant to any of the Offers may be validly withdrawn at any time before the earlier of (i) the Expiration Date, and (ii) if such Offer is extended, the 10th business day after commencement of such Offer. Securities subject to any of the Offers may also be validly withdrawn at any time after the 60th business day after commencement of such Offer if for any reason such Offer has not been consummated within 60 business days after commencement.
The Offers are conditioned on satisfaction of certain customary general conditions described in the Offer to Purchase. None of the Offers is conditioned upon the completion of any of the other Offers, and each Offer is independent of any other Offer. None of the Offers is conditioned on a minimum principal amount of any Series of Securities being tendered. Subject to applicable law, each of the Offerors may, at its sole discretion, waive any condition applicable to any of the Offers and may extend any of the Offers. Capitalized terms used but not defined in this press release shall have meanings ascribed to them in the Offer to Purchase.
Each of the Offerors expressly reserves the right, in its sole discretion, at any time or from time to time, regardless of whether or not the conditions set forth in the Offer to Purchase for any of the Offers has been satisfied, subject to applicable law, to extend the Expiration Date for any of the Offers, or to amend in any respect or to terminate any of the Offers, in each case by giving written or oral notice of such extension, amendment or termination to the Tender Agent.
The Offerors have appointed
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 are being made only pursuant to the Offer to Purchase and related Notice of Guaranteed Delivery. The Offers are not being 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
About Capital One
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SOURCE
Investor Relations - Jeff Norris, 703.720.2455, Danielle Dietz, 703.720.2455; Media Relations - Sie Soheili, 703.720.3929, Tatiana Stead, 703.720.2352