M&A: CAPITAL ONE FINANCIAL CORP

Form Type: S-4/A

Filing Date: 2025-01-03

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525001580

Comments: Capital One Financial Corporation has filed an amendment to its registration statement in connection with the merger agreement with Discover Financial Services. The merger is designed to enhance Capital One's competitiveness in payments technology and services by acquiring Discover. The boards of both companies have unanimously approved the merger, wherein Discover will merge first with a subsidiary of Capital One, followed by a merger with Capital One. The merger involves an exchange ratio of 1.0192 shares of Capital One common stock for each share of Discover common stock, valuing the overall transaction at approximately $35.3 billion. The special meetings for stockholders of both companies are scheduled for February 18, 2025. The completion of the mergers is subject to approval from both companies' stockholders and other customary conditions. The structure aims to qualify as a reorganization under the Internal Revenue Code, allowing for the tax-free exchange for Discover shareholders, except for any cash received for fractional shares. Following the merger, Capital One stockholders are expected to own approximately 60% of the new entity, while Discover stockholders will hold about 40%.

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Form Type: S-4/A

Filing Date: 2024-12-23

Corporate Action: Merger

Type: Update

Accession Number: 000119312524284251

Comments: Capital One Financial Corporation has filed an amendment to its registration statement for a proposed merger with Discover Financial Services. The boards of both companies have unanimously approved the merger agreement dated February 19, 2024. Under this agreement, Capital One will acquire Discover, with an exchange ratio of 1.0192 shares of Capital One common stock for each share of Discover common stock. This transaction is valued at approximately $35.3 billion, based on the closing stock price of Capital One on February 16, 2024. Following the merger, Discover Bank will also merge into Capital One, National Association. Both companies will hold special meetings on February 18, 2025, to vote on the merger, with recommendations from both boards to vote in favor of the proposals. Capital One stockholders will own approximately 60% of the combined company while Discover stockholders will own about 40%. The mergers are anticipated to qualify as a reorganization under the Internal Revenue Code, with no gain or loss recognized for tax purposes on the exchange of stock for Discover stockholders, although cash received for fractional shares may incur taxes. The registration statement is still subject to SEC approval before securities can be issued.

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