Capital One Announces Capital One Bank (USA), National Association Any and All Cash Tender Offer for $327,250,000 of Notes Issued by Cabela's Credit Card Master Note Trust
CUSIP |
Title of Security(1) |
Expected |
|
Aggregate |
|
|
Fixed Spread |
|
126802CL9 |
2.71% Class A Fixed Rate |
|
|
|
Interpolated |
IRSB US |
15 |
|
(1) |
The Securities represent the most senior class of a series of notes issued by the Trust, referred to as the "Series 2013-I Notes." The Offeror owns each of the subordinated classes of the Series 2013-I Notes, which consist of the Class B, Class C, and Class D Fixed Rate Asset-Backed Notes, Series 2013-I. |
(2) |
Per |
The Offer is being made pursuant to an Offer to Purchase dated
The purchase price payable for the Securities (the "Purchase Price") will be a price per
The Offeror will pay 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but not including, the Settlement Date (the "Accrued Interest") for any Securities validly tendered (and not validly withdrawn) by the Holders at any time on or prior to the Expiration Date and accepted for purchase by the Offeror in same-day funds on the Settlement Date.
The Interpolated Swap Rate will be calculated in accordance with standard market practice and will be based on the bid and offered swap rates for the 2 Year USD Semi–Annual Mid–Swap Rate and the 3 Year USD Semi–Annual Mid–Swap Rate, each as displayed on the Interest Rate Swap Rate ("IRSB") Bloomberg Reference Page "IRSB US" (the "Reference Page") as of the Pricing Determination Date.
The Interpolated Swap Rate will be determined at the Pricing Determination Date. If the Dealer Managers determine that the Reference Page is not operational or is displaying inaccurate information at that time, the bid and offered swap rates for the 2 Year USD Semi–Annual Mid–Swap Rate and the 3 Year USD Semi–Annual Mid–Swap Rate determined at or around the Pricing Determination Date shall be determined by such other means as the Offeror, in consultation with the Dealer Managers, may consider to be appropriate under the circumstances.
Tenders of Securities pursuant to the Offer may be validly withdrawn at any time before the earlier of (i) the Expiration Date, and (ii) if the Offer is extended, the 10th business day after commencement of the Offer. Securities subject to the Offer may also be validly withdrawn at any time after the 60th business day after commencement of the Offer if for any reason the Offer has not been consummated within 60 business days after commencement.
The Offer is conditioned upon a minimum aggregate principal amount of
The Offeror expects to retire and cancel the Securities that it acquires in the Offer. In accordance with the terms of the Indenture governing the Securities, the Offeror intends to redeem the remaining outstanding Securities not acquired in the Offer following the cancellation of the Securities that it acquired in the Offer. The redemption price for the Securities not acquired in the Offer will be based on the face amount of such Securities and, therefore, will be lower than the Purchase Price offered for the Securities to be purchased in the Offer.
The Offeror 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 the Offer have been satisfied, subject to applicable law, to extend the Expiration Date for the Offer, or to amend in any respect or to terminate the Offer, in each case by giving written or oral notice of such extension, amendment or termination to the Tender Agent.
The Offeror has appointed
Copies of the Offer to Purchase, the related Notice of Guaranteed Delivery, and the other relevant notices and documents are available at the Offer Website at http://www.dfking.com/capitalone.
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 Offer is being made only pursuant to the Offer to Purchase and the related Notice of Guaranteed Delivery. The Offer is 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 Offeror, the Dealer Managers, the Information Agent, the Tender Agent or any of their respective affiliates makes any recommendation in connection with the Offer. Please refer to the Offer to Purchase for a description of terms, conditions, disclaimers and other information applicable to the Offer.
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, but not limited to, those listed under "Forward-Looking Information" in the Offer to Purchase.
About Capital One
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Contacts: Investor Relations, Jeff Norris, 703.720.2455, or Danielle Dietz, 703.720.2455, or Media Relations, Sie Soheili, 703.720.3929, or Tatiana Stead, 703.720.2352