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Published on 2/21/2013 in the Prospect News Investment Grade Daily and Prospect News Liability Management Daily.

Capital One Bank accepts tenders for 80.39% of 8.8% notes due 2019

By Jennifer Chiou

New York, Feb. 21 - Capital One Financial Corp. subsidiary Capital One Bank (USA) NA announced that it accepted tenders for $1,205,884,000, or 80.39%, of its 8.8% subordinated notes due 2019 in the exchange offer that ended at 11:59 p.m. ET on Feb. 20.

In exchange for each $1,000 of tendered notes, the company is offering a total exchange price of $1,372.85, which will be paid as $1,200 principal amount of new 3.375% subordinated notes due 2023 and $174.07 in cash.

The cash amount is equal to the total exchange price minus the new notes value.

Settlement is anticipated for Feb. 22.

Holders who tendered their notes for exchange by the early participation date on Feb. 5 will receive the early exchange premium of $30.00 per $1,000 principal amount of notes, which is already included in the cash payment cited above.

As reported, the new issue yield was 3.387%. Pricing was set using a spread of 50 basis points over the 1.625% Treasury due Nov. 15, 2022, and the tender yield was 1.987%.

As already noted, the company tallied tenders for $1,186,184,000 principal amount, or 79.08%, of its $1.5 billion of notes as of 5 p.m. ET on Feb. 5, the early participation date.

The bank began the exchange offer for the notes on Jan. 23.

The exchange offer was conditioned on the company issuing at least $500 million principal amount of new notes in exchange for tendered notes. The amount of notes tendered through the early participation date will satisfy this condition.

The offer was only made to accredited investors that hold at least $250,000 of notes.

Credit Suisse Securities (USA) LLC (800 820-1653 or 212 538-2147) and Deutsche Bank Securities Inc. (855 287-1922 or 212 250-7527) were the lead dealer managers. D.F. King & Co., Inc. (800 290-6427 or, for banks and brokers, 212 269-5550) was the information agent.

Capital One is a McLean, Va.-based financial institution.


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