MCLEAN, Va., Sept. 28, 2020 /PRNewswire/ -- Capital One
Financial Corporation (NYSE: COF) ("Capital One") announced today
the pricing information (including the Interpolated Swap Rate and
Purchase Price (each, as defined below)), the expiration and
results of the previously announced offer (the "Offer") by its
subsidiary Capital One Bank (USA),
National Association ("COBNA" or the "Offeror") to purchase for
cash any and all of the securities listed in the table below (the
"Securities") issued by Cabela's Credit Card Master Note Trust (the
"Trust") from each registered holder of the Securities (the
"Holders"). The Trust was formed by WFB Funding, LLC, a
Nebraska limited liability
company, as depositor. WFB Funding, LLC is an indirect
wholly-owned subsidiary of COBNA and is the sole beneficial owner
of the Trust. COBNA acts as servicer and administrator of the
Trust.
The Offer was made pursuant to an Offer to Purchase dated
September 21, 2020, which contains detailed information
concerning the terms of the Offer. The Offer expired at
5:00 p.m., New York City time, on September 25, 2020
(the "Expiration Date"). Capitalized terms used but not
defined in this press release shall have meanings ascribed to them
in the Offer to Purchase.
The table below lists the aggregate principal amount of the
Securities that had been validly tendered and not validly withdrawn
as of the Expiration Date. The table below also sets forth
the Interpolated Swap Rate (as defined below), determined at
2:00 p.m., New York City time, on the Expiration Date
(the "Pricing Determination Date"), and the Purchase Price payable
for each $1,000 in principal amount
of Securities validly tendered and not validly withdrawn prior to
the Expiration Date.
CUSIP
Number
|
Title of
Security
|
Expected
Principal
Payment
Date
|
Stated
Maturity
Date
|
Aggregate
Principal
Amount
Outstanding
|
Aggregate
Principal
Amount
Tendered(1)
|
Percent
of
Outstanding
Amount
Tendered
|
Interpolated
Swap Rate
|
Fixed
Spread
(basis
points)
|
Purchase
Price(2)
|
126802CL9
|
2.71% Class A Fixed
Rate
Asset-Backed Notes,
Series 2013-I
|
February 15,
2023
|
February 17,
2026
|
$327,250,000
|
$307,875,000
|
94.08%
|
0.228%
|
15
|
$1,055.07
|
|
(1) As advised by
D.F. King & Co., Inc., the information agent and the tender
agent for the Offer, as of 5:00 p.m., New York City time, on
September 25, 2020.
No Securities
were tendered pursuant to the guaranteed delivery procedures
described in the Offer to Purchase.
(2) Per $1,000 principal amount
of Securities.
|
On October 1, 2020 (the "Settlement Date"), the Offeror
will pay the purchase price determined as described below (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.
The Purchase Price payable for the Securities per $1,000 principal amount of the Securities validly
tendered by the Holders and accepted for purchase by the Offeror is
as set forth under the heading "Purchase Price" above. The
Purchase Price payable for the Securities per $1,000 principal amount of the Securities was
calculated in accordance with the Offer to Purchase, based on a
yield to the expected principal payment date for the Securities
equal to the sum of (i) the Interpolated Swap Rate (as defined
below), determined at 2:00 p.m.,
New York City time, on the Pricing
Determination Date, plus (ii) the fixed spread for the
Securities, as set forth under the heading "Fixed Spread (basis
points)" above (the "Fixed Spread"), minus Accrued Interest on
the Securities.
The Interpolated Swap Rate was calculated in accordance with
standard market practice and was 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"
as of the Pricing Determination Date.
The Offeror expects to retire and cancel the Securities that it
acquired 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 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 appointed J.P. Morgan Securities LLC and RBC Capital
Markets, LLC to act as dealer managers for the Offer, and retained
D.F. King & Co., Inc. to serve as the information agent and the
tender agent. Requests for documents may be directed to D.F.
King & Co., Inc. by telephone at +1 (212) 269–5550
(banks and brokers) or +1 (877) 679–4107 or email at
capitalone@dfking.com. Questions regarding the Offer may be
directed to J.P. Morgan Securities LLC toll free at +1 (866)
834-4666 or collect at +1 (212) 834-3424, or RBC Capital
Markets, LLC toll free at +1 (877) 381-2099 or collect at
+1 (212) 618–7843.
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 was made only
pursuant to the Offer to Purchase and the related Notice of
Guaranteed Delivery. The Offer was not 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
Capital One
Financial Corporation (www.capitalone.com) is a financial holding
company whose subsidiaries, which include Capital One, National
Association and Capital One Bank (USA), National Association, had $304.2 billion in deposits and $421.3 billion in total assets as of June 30, 2020. Headquartered in
McLean, Virginia, Capital One
offers a broad spectrum of financial products and services to
consumers, small businesses and commercial clients through a
variety of channels. Capital One, National Association has
branches located primarily in New
York, Louisiana,
Texas, Maryland, Virginia, New
Jersey and the District of Columbia. A Fortune 500
company, Capital One trades on the New York Stock Exchange under
the symbol "COF" and is included in the S&P 100 Index.
View original content to download
multimedia:http://www.prnewswire.com/news-releases/capital-one-announces-pricing-expiration-and-results-of-cash-tender-offer-for-notes-issued-by-cabelas-credit-card-master-note-trust-301138712.html
SOURCE Capital One Financial Corporation