Capital One to be exclusive long-term card issuing partner with Leading Outdoor Retailer Cabela's

Capital One is selected by Bass Pro Shops in conjunction with its winning bid to acquire Cabela's

MCLEAN, Va., Oct. 3, 2016 /PRNewswire/ -- Capital One Financial Corporation (NYSE: COF) today announced that it has entered into a 10-year program agreement to become the exclusive issuing partner of co-branded credit cards to Cabela's customers.  This agreement will become effective concurrent with Bass Pro Shops' completion of its proposed acquisition of Cabela's that also was announced today.

Capital One

"This partnership is an appealing strategic and financial opportunity, and plays to our strengths in the retail card partnership space," said Jimmy Cannon, Executive Vice President, Card Partnerships at Capital One. "Brand loyalty has been a hallmark for both Bass Pro Shops and Cabela's and, together, we are looking forward to building on the strength of those relationships by providing customers with a rewarding experience."

In connection with the Cabela's credit card program, Capital One has entered into a definitive agreement under which it will acquire the credit card operation from Cabela's, including approximately $5.2 billion in credit card receivables and other assets and approximately $5 billion in associated funding liabilities.

Capital One will acquire Cabela's credit card operations for par value of the credit card receivables, less the par value of assumed liabilities. The agreement includes revenue and loss sharing provisions for the ongoing credit card program.

Capital One expects this partnership to provide a strong platform for future growth and returns in its Partnerships credit card business. Capital One does not expect this acquisition to impact its approved capital distribution plan described in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016.  

"We are pleased to partner with Capital One, a leading financial institution with a long track record of successfully operating programs similar to our CLUB Visa portfolio," said Tommy Millner, Cabela's Chief Executive Officer. "This agreement aligns Cabela's with a strong partner that is committed to operating this program with the same care and customer-focused approach as Cabela's has provided since its inception."

Johnny Morris, founder and CEO of Bass Pro Shops, said, "Cabela's has developed a remarkably loyal base of credit card customers and we look forward to partnering with Capital One as we continue to provide those customers with tremendous service as part of the Bass Pro Shops' family."

The Cabela's credit card program transaction, including the acquisition of Cabela's credit card operations, is expected to close in the first half of 2017, subject to the concurrent closing of Bass Pro Shops' acquisition of Cabela's, regulatory approval and the satisfaction of other customary closing conditions.

The Kessler Group and Credit Suisse acted as financial advisers to Capital One and Wachtell, Lipton, Rosen & Katz and Chapman and Cutler acted as legal advisers to Capital One.  Guggenheim Securities served as exclusive financial advisor to Cabela's and Sidley Austin LLP and Koley Jessen P.C., L.L.O. served as Cabela's legal counsel. J.P. Morgan served as exclusive financial advisor to Bass Pro Shops and Latham & Watkins served as Bass Pro Shops' legal counsel, with expert assistance from O'Melveny & Myers.  Goldman, Sachs & Co. served as advisor to Bass Pro Shops on the bank transaction, and Morrison & Foerster served as legal counsel. 

Forward-Looking Statements
Certain statements in this release may constitute forward-looking statements, which involve a number of risks and uncertainties. Such forward-looking statements include, but are not limited to, statements about the projected impact and benefits of the acquisition by Capital One of Cabela's credit card operations and of the ongoing credit card program, including Capital One's plans, objectives, expectations and intentions and other statements that are not historical facts. 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 among others those listed from time to time in reports that Capital One files with the Securities and Exchange Commission, including, but not limited to, the Annual Report on Form 10-K for the year ended December 31, 2015, and the following factors:  the possibility that regulatory and other approvals and conditions to the transaction are not received or satisfied on a timely basis or at all; the possibility that modifications to the terms of the transaction may be required in order to obtain or satisfy such approvals or conditions; the possibility that Capital One may not fully realize the projected benefits of the transaction; changes in the anticipated timing for closing the transaction; business disruption during the pendency of or following the transaction; diversion of management time on transaction-related issues; and the reaction of customers and other parties to the transaction.  Forward-looking statements speak only as of the date they are made and Capital One assumes no duty to update forward-looking statements.

About Capital One    
Capital One Financial Corporation (www.capitalone.com) is a financial holding company whose subsidiaries, which include Capital One, N.A., and Capital One Bank (USA), N.A., had $221.1 billion in deposits and $339.1 billion in total assets as of June 30, 2016. 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.

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SOURCE Capital One Financial Corporation

Investor Relations, Danielle Dietz, 703.720.2455, Danielle.Dietz@capitalone.com; Media Relations, Sie Soheili, 703.720.3929, Sie.Soheili@capitalone.com





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