MCLEAN, Va., Sept. 21, 2020 /PRNewswire/ -- Capital One
Financial Corporation (NYSE: COF) ("Capital One") announced today
that its subsidiary Capital One Bank (USA), National Association ("COBNA" or the
"Offeror") has commenced an offer (the "Offer") 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.
CUSIP
Number
|
Title of
Security(1)
|
Expected
Principal
Payment Date
|
Stated
Maturity Date
|
Aggregate
Principal
Amount
Outstanding
|
Benchmark
|
Bloomberg
Reference
Page
|
Fixed
Spread (basis points)
|
Hypothetical
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
|
Interpolated
Swap Rate (as
defined below)
|
IRSB US
|
15
|
$1,055.29
|
(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 $1,000 principal
amount of Securities using a hypothetical Pricing Determination
Date of September 18, 2020, a hypothetical Settlement Date of
October 1, 2020 and a hypothetical Interpolated Swap Rate
which would have been in effect had it been measured at 2:00 p.m.,
New York City time, on September 18, 2020. This
hypothetical Purchase Price is for reference only. The actual
Purchase Price will differ from the hypothetical Purchase Price
when calculated as of the Pricing Determination Date (as defined
below) or the Settlement Date (as defined below) due to changes in
the Interpolated Swap Rate.
|
The Offer is being made pursuant to an Offer to Purchase dated
September 21, 2020 (the "Offer to Purchase"), which contains
detailed information concerning the terms of the Offer. The
Offer is scheduled to expire at 5:00
p.m., New York City time,
on September 25, 2020, unless extended or earlier terminated
(the "Expiration Date"). Upon the terms and subject to the
conditions of the Offer, the Settlement Date is expected to be
October 1, 2020.
The purchase price payable for the Securities (the "Purchase
Price") will be a price per $1,000
principal amount of the 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 equal to
an amount, calculated in accordance with the Offer to Purchase,
that would reflect, as of the Expiration Date, a yield to the
expected principal payment date for the Securities equal to the sum
of (i) the Interpolated Swap Rate (as defined in the Offer to
Purchase and calculated thereunder), determined at 2:00 p.m., New York
City time, on the Expiration Date (the "Pricing
Determination Date"), plus (ii) the Fixed Spread set forth under
the heading "Fixed Spread" above, minus Accrued Interest (as
defined below) on the Securities, as more fully described in the
Offer to Purchase.
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 $294,525,000 of the
outstanding Securities being validly tendered and not validly
withdrawn prior to 5:00 p.m.,
New York City time, on the
Expiration Date and on satisfaction of certain additional customary
general conditions described in the Offer to Purchase.
Subject to applicable law, the Offeror may, at its sole discretion,
waive any condition applicable to the Offer and may extend the
Offer. Capitalized terms used but not defined in this press
release shall have meanings ascribed to them in the Offer to
Purchase.
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 J.P. Morgan Securities LLC and RBC
Capital Markets, LLC to act as dealer managers for the Offer, and
has 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 (866) 834-4666 or collect at
(212) 834-3424, or RBC Capital Markets, LLC toll free at
(877) 381-2099 or collect at (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 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
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-capital-one-bank-usa-national-association-any-and-all-cash-tender-offer-for-327-250-000-of-notes-issued-by-cabelas-credit-card-master-note-trust-301134635.html
SOURCE Capital One Financial Corporation