MCLEAN,
Va., May 3, 2023 /PRNewswire/ -- Capital One
Financial Corporation (NYSE: COF) has been notified of an
unsolicited mini-tender offer by TRC Capital Investment Corporation
(TRC) to purchase up to 1,500,000 shares of COF common stock,
representing less than one percent of COF's common stock
outstanding. The offering price of $93.47 per share is 4.46 percent below the
closing price per share of COF's common stock on April 17, 2023, the last trading day prior to the
date of the offer (April 18,
2023).
The company recommends that common stockholders who have not
responded to TRC's offer take no action. COF common stockholders
who have already tendered their shares may withdraw their shares by
providing the written notice described in the TRC offering
documents prior to the expiration of the offer, currently scheduled
for 12:01 a.m., New York City Time on
May 17, 2023. The company further
recommends that stockholders do not tender their shares in response
to TRC's offer because the offer is subject to numerous conditions,
including TRC obtaining financing for the offer. There is no
guarantee the conditions of the offer will be satisfied.
The company does not endorse the TRC unsolicited mini-tender
offer and is not affiliated or associated in any way with TRC, its
mini-tender offer, or its mini-tender offer documents.
Because TRC's mini-tender offer is for less than 5% of the
company's outstanding shares, it is not subject to many of the
disclosure and procedural requirements of Securities and Exchange
Commission (SEC) rules that are designed to protect investors. TRC
has made similar unsolicited mini-tender offers for stock of other
public companies. The SEC has cautioned investors about mini-tender
offers, providing guidance to investors at
https://www.sec.gov/reportspubs/investor-publications/investorpubsminitend.
Stockholders should obtain current market quotations for their
shares, consult with their broker or financial advisor, and
exercise caution with respect to TRC's mini-tender offer. The
company requests that a copy of this news release be included with
all distributions of materials relating to TRC's mini-tender offer
related to the company's common stock.
About Capital One
Capital One Financial Corporation (www.capitalone.com) is a
financial holding company which, along with its subsidiaries, had
$349.8 billion in deposits and
$471.7 billion in total assets as of
March 31, 2023. 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, N.A. 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.
Visit the Capital One newsroom for more Capital One news.
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SOURCE Capital One Financial Corporation