M&A - CAPITAL ONE FINANCIAL CORP

Form Type: 8-K/A

Filing Date: 2025-05-22

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525125037

Filing Summary: Effective May 18, 2025, Capital One Financial Corporation completed its acquisition of Discover Financial Services, following the Agreement and Plan of Merger dated February 19, 2024. This report amends Item 9.01 of the original 8-K filed on May 19, 2025, to include the financial statements of Discover and pro forma financial information required by Item 9.01 of Form 8-K. The pro forma financials are presented for informational purposes and do not represent actual results; they estimate how the companies might have performed as a combined entity during specified periods. The audited consolidated financial statements of Discover as of December 31, 2024 and 2023, along with the unaudited financials for March 31, 2025, are incorporated into this report. Additionally, this amendment does not alter the disclosures in the original filing.

Form Type: 8-K

Filing Date: 2025-05-19

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525122059

Filing Summary: Capital One Financial Corporation announced the completion of its acquisition of Discover Financial Services effective May 18, 2025, as per the previously disclosed Merger Agreement dated February 19, 2024. The acquisition involved a two-step merger where Discover merged into a wholly-owned subsidiary of Capital One, followed by Discover merging into Capital One. The transaction resulted in the conversion of Discover's common stock into Capital One stock at an exchange ratio of 1.0192 shares, and involved the conversion of various preferred stocks and depositary shares from Discover to Capital One. Capital One also assumed significant debt obligations from Discover as part of the acquisition. The total share consideration in the transaction was approximately 257 million shares of Capital One stock. Additionally, Capital One issued new preferred stock as part of this transaction, which has been officially recognized through the approval of two certificates of designations effective from May 18, 2025. The board size of Capital One was adjusted to include three former directors of Discover, further signaling the impact of this acquisition on the corporate structure.

Form Type: S-8

Filing Date: 2025-05-19

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525122141

Filing Summary: On May 18, 2025, Capital One Financial Corporation completed the acquisition of Discover Financial Services under the Merger Agreement. The Registration Statement is filed to register up to 18,183,127 shares of Capital One common stock, inclusive of restricted stock unit awards from various Discover equity plans. The document details the conversion of Discover's awards into corresponding Capital One equity, including 102,526 shares from the Discover 2014 Omnibus Plan and others. Furthermore, it indicates that any shares that may arise from stock dividends, splits, or similar transactions are also covered by this Registration Statement. Capital One assumed various equity plans from Discover as part of the acquisition and the regulations governing these assumed awards are included. Provisions on indemnification for directors and officers under Delaware law are also detailed. The document confirms that Capital One meets the requirements for filing on Form S-8 and lists various documents incorporated by reference into this Registration Statement.

Form Type: DEF 14A

Filing Date: 2025-03-27

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525065530

Filing Summary: Capital One Financial Corporation has filed its 2025 Proxy Statement with information regarding its upcoming annual stockholder meeting on May 8, 2025. Key items for discussion include the election of twelve nominated directors, an advisory vote on Named Executive Officer compensation, and the ratification of Ernst & Young LLP as the independent registered public accounting firm for 2025. Notably, Capital One announced a potential acquisition of Discover Financial Services, which is subject to regulatory approval and expected to close in early 2025. The document also emphasizes corporate governance practices, including the independence of board members and stockholder engagement. Stockholders are encouraged to vote using various methods before the meeting, and the record date for voting eligibility is set for March 12, 2025.

Form Type: 425

Filing Date: 2025-02-10

Corporate Action: Merger

Type: Update

Accession Number: 000119312525023101

Filing Summary: On February 10, 2025, Capital One Financial Corporation reported on a merger agreement with Discover Financial Services, detailing a multi-step merger process. The first step involves Capital One’s subsidiary, Vega Merger Sub, merging with Discover, after which Discover will merge into Capital One. Additionally, Discover Bank will merge into Capital One's bank subsidiary. The agreement was unanimously approved by boards of directors from both companies. Following the merger announcement, litigations have arisen from stockholders challenging the merger’s disclosure adequacy. In response, both companies are providing supplemental disclosures to the joint proxy statement/prospectus as they believe the claims lack merit. The timeline indicates a special shareholder meeting set for February 18, 2025, to discuss the merger, with an outside date extended to May 19, 2025, pending regulatory approvals.

Form Type: 8-K

Filing Date: 2025-02-10

Corporate Action: Merger

Type: Update

Accession Number: 000119312525023100

Filing Summary: Capital One Financial Corporation entered into an Agreement and Plan of Merger with Discover Financial Services and Vega Merger Sub, Inc. The merger will occur in two steps: initially, Vega Merger Sub will merge with Discover, followed by Discover merging into Capital One. The board of directors of both companies approved the merger. In connection with these Mergers, a joint proxy statement/prospectus was filed with the SEC, and special stockholder meetings are scheduled for February 18, 2025. Due to pending stockholder and regulatory approvals, the merger agreement's outside date has been extended to May 19, 2025. Three lawsuits challenging the Merger have been filed, alleging disclosure deficiencies in the joint proxy statement/prospectus, although Capital One asserts these claims are without merit. Supplemental disclosures to the joint proxy statement have been made, addressing the lawsuits and enhancing the existing information provided to shareholders.

Form Type: 424B5

Filing Date: 2025-01-28

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525013919

Filing Summary: Capital One Financial Corporation filed a preliminary prospectus supplement related to its offering of fixed-to-floating rate subordinated notes due 2036. The issuance is tied to an Agreement and Plan of Merger with Discover Financial Services, involving multiple mergers: Merger Sub will merge with Discover, then Discover will merge into Capital One, followed by Discover Bank merging into Capital One National Association. The transaction is contingent upon regulatory approvals and stockholder consent, focusing on Capital One's broader strategy for growth. Key terms include interest payment arrangements, redemption options, and use of proceeds. Investors are cautioned regarding the associated risks and should consider detailed risk factors prior to investment.

Form Type: 8-K

Filing Date: 2025-01-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525011793

Filing Summary: On January 24, 2025, Capital One Financial Corporation reported the execution of a Merger Agreement involving Capital One, Discover Financial Services, and Vega Merger Sub, Inc. The agreement outlines a multi-step merger process whereby Vega Merger Sub will merge into Discover, resulting in Discover as the surviving entity. Subsequently, Discover will merge into Capital One, with Capital One as the surviving entity in the second step of the merger. Following these mergers, Discover Bank will merge into Capital One's banking subsidiary, Capital One National Association. The report also includes financial data supplement released by Discover on January 22, 2025, detailing financial performance and includes restated financial statements resulting from prior amendments filed by Discover. This 8-K filing aims to disclose updated financial information related to the merger transactions and their implications, highlighting potential risks and uncertainties surrounding the deal, including integration challenges, costs, compliance, and regulatory scrutiny. This merger represents a significant strategic move for Capital One in terms of expansion and market consolidation.

Form Type: 425

Filing Date: 2025-01-23

Corporate Action: Merger

Type: New

Accession Number: 000092762825000011

Filing Summary: Capital One Financial Corporation has announced its intended acquisition of Discover Financial Services. Shareholder votes regarding the merger are set for February 18, 2025. The company is working with regulatory bodies such as the Federal Reserve, OCC, and the Department of Justice to secure necessary approvals. This acquisition is expected to create a large consumer banking and global payments platform, enhancing competition and delivering significant value. The CEO highlighted three main investment areas needed post-acquisition: compliance and risk management, network acceptance, and brand building. Despite certain expected cost synergies, there is an acknowledgment of additional investment requirements in risk management and network development to maximize the merger's potential.

Form Type: S-4/A

Filing Date: 2025-01-03

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525001580

Filing Summary: 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%.

Form Type: S-4/A

Filing Date: 2024-12-23

Corporate Action: Merger

Type: Update

Accession Number: 000119312524284251

Filing Summary: 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.

Form Type: CORRESP

Filing Date: 2024-06-14

Corporate Action: Merger

Type: Update

Accession Number: 000119312524161672

Filing Summary: On June 14, 2024, Capital One Financial Corporation submitted a correspondence to the SEC providing responses to comments from the Division of Corporation Finance regarding their Registration Statement on Form S-4, filed on April 19, 2024, in relation to the proposed merger with Discover Financial Services. The correspondence addressed various staff comments including the disclosure of the aggregate number and value of ordinary shares Discover shareholders will receive in the merger, revisions to the description of the combined company's management and market share, risk factors associated with regulatory implications, ongoing litigation linked to Discover's card product misclassification, and expected synergies from the merger. The document indicates that Capital One is seeking confidential treatment for certain omitted portions of its responses. The letter outlines multiple adjustments and updates made to ensure compliance with regulatory requirements, reflecting a proactive approach in response to the SEC's inquiries. The revisions are included in Amendment No. 1, which is concurrently filed with the SEC.