Capital One in Acquisition of Hibernia

March 6, 2005

Cleary Gottlieb is representing Capital One Financial Corporation in its pendingĀ $5.3 billion acquisition of Hibernia Corporation for cash and stock. The combined company will be one of the ten largest consumer lenders and one of the twenty largest banks in terms of total deposits in the U.S. The transaction is expected to close in the third quarter, subject to regulatory and Hibernia shareholder approval.

Capital One, a Cleary Gottlieb client since its IPO about ten years ago, has evolved from being primarily a credit card company to being one of the nation's leading diversified consumer financial services companies. Prior to this transaction, however, Capital One has not run a branch banking business. Hibernia is the leading bank in New Orleans and throughout Louisiana, with a significant and growing presence in Texas, particularly in the Houston and Dallas-Ft. Worth areas.