Capital One announces results and pricing for $7.55 billion tender

Chicago, June 8 – Capital One Financial Corp. subsidiaries Capital One, NA and Capital One Bank (USA), NA announced pricing, the expiration and results of its cash tender offers for $7.55 billion of notes, according to a press release.

The offers expired at 5 p.m. ET on June 5.

The following amounts were accepted in the tender offer and include the applicable purchase prices:

• $664,728,000, or 53.18%, of the $1.25 billion of 2.95% senior notes due 2021 with a par call date of June 23, 2021 (Cusip: 14042E3Y4) with pricing using the 0.125% Treasury due May 31, 2022 plus 65 basis points with a reference yield of 0.216% for a purchase price of $1,021.45;

• $484,001,000, or 48.40%, of the $1 billion of 2.25% senior notes due 2021 with a par call date of Aug. 13, 2021 (Cusip: 14042RBT7) with pricing using the 0.125% Treasury due May 31, 2022 plus 65 bps with a reference yield of 0.216% for a purchase price of $1,016.14;

• $514,938,000, or 41.20%, of the $1.25 billion of 2.014% fixed-to-floating rate senior notes due 2023 with a par call date of Jan. 27, 2022 (Cusip: 14042TCS4) with pricing using the 0.125% Treasury due May 31, 2022 plus 130 bps with a reference yield of 0.216% for a purchase price of $1,007.98;

• $127,875,000, or 25.58%, of the $500 million of floating-rate senior notes due 2023 with a par call date of Jan. 30, 2022 (Cusip: 14042RFJ5) for a fixed price of $992.50 per $1,000 of notes;

• $61.2 million, or 20.40%, of the $300 million of floating-rate notes due 2022 with a par call date of July 8, 2022 (Cusip: 14042RHB0) for a fixed price of $996.25 per $1,000 of notes;

• $579,663,000, or 57.97%, of the $1 billion of 2.65% senior notes due 2022 with a par call date of July 8, 2022 (Cusip: 14042RHC8) with pricing using the 0.125% Treasury due May 31, 2022 plus 80 bps with a reference yield of 0.216% for a purchase price of $1,033.51;

• $925,241,000, or 61.68%, of the $1.5 billion of 2.65% senior notes due 2022 with a par call date of Aug. 6, 2022 (Cusip: 14042RNW7) with pricing using the 0.125% Treasury due May 31, 2022 plus 90 bps with a reference yield of 0.216% for a purchase price of $1,021.96; and

• $303.44 million, or 40.46%, of the $750 million of 2.28% fixed-to-floating rate senior notes due 2026 with a par call date of Jan. 28, 2025 (Cusip: 14042TCT2) with pricing using the 0.25% Treasury due May 31, 2025 plus 185 bps with a reference yield of 0.216% for a purchase price of $997.76.

$44,718,000 in aggregate principal amount of securities were tendered pursuant to the guaranteed delivery procedures. Acceptance of the securities remains subject to the valid delivery at any time at or prior to 5 p.m. ET on June 9.

The 2.014% fixed-to-floating rate notes were issued by Capital One Bank (USA). All other securities were issued by Capital One, NA.

Settlement is expected for June 10.

Holders will also receive accrued interest.

The dealer managers are Barclays (800 438-3242, 212 528-7581), Credit Suisse Securities (USA) LLC (800 820-1653, 212 325-6340), J.P. Morgan Securities LLC (866 834-4666 toll free, 212 834-8553 collect, Morgan Stanley & Co. LLC (800 624-1808 toll free, 212 761-1057 collect) and Capital One Securities, Inc. (800 666-9174).

D.F. King & Co., Inc. (212 269-5550 banks and brokers, 800 591-6313, capitalone@dfking.com) is the information agent and the tender agent.

Capital One is a financial holding company based in McLean, Va.

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