M&A - Discover Financial Services

Form Type: 8-K

Filing Date: 2025-03-28

Corporate Action: Merger

Type: New

Accession Number: 000119312525067213

Filing Summary: On March 27, 2025, Discover Financial Services entered into a letter agreement with J. Michael Shepherd for his continued service as Interim Chief Executive Officer and President until the closing of the merger with Capital One Financial Corporation, expected by June 30, 2025. The agreement includes a base salary structure totaling $1,750,000 for April and $750,000 for May and June, along with a potential one-time cash award of $2,400,000 contingent on the merger's closing. Provisions detail possible termination scenarios affecting the compensation structure and benefits eligibility. The executive's Letter Agreement is attached as Exhibit 10.1.

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Form Type: 10-K/A

Filing Date: 2025-03-07

Corporate Action: Merger

Type: Update

Accession Number: 000139361225000012

Filing Summary: Discover Financial Services is filing Amendment No. 1 on Form 10-K/A to amend its 2024 Annual Report, providing additional details required by Items 10 through 14 of Part III that were not included in the Original Report due to SEC guidelines allowing such information to be incorporated by reference from a definitive proxy statement. The definitive proxy statement will not be filed within the stipulated timeframe, prompting this filing. Notably, the amendment updates the number of outstanding shares of Common Stock as of February 28, 2025, to 251,605,294. It also includes currently dated certifications under Section 302 of the Sarbanes-Oxley Act related to internal controls, affirming the effectiveness of the Company's financial reporting framework. A significant highlight in the document is a merger agreement with Capital One Financial Corporation, which would make Discover a wholly-owned subsidiary of Capital One. The document mentions modifications to executive compensation arrangements due to the pending merger, including limitations on equity awards, retention awards for employees, and details pertinent to the roles and qualifications of certain executive officers and directors as part of the corporate governance framework.

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Form Type: 425

Filing Date: 2025-02-10

Corporate Action: Merger

Type: Update

Accession Number: 000119312525023104

Filing Summary: Discover Financial Services has filed a Form 8-K to disclose significant details regarding its merger with Capital One Financial Corporation, which was outlined in an Agreement and Plan of Merger dated February 19, 2024. The agreement stipulates a two-step merger in which Discover will first merge with Vega Merger Sub, a wholly owned subsidiary of Capital One, and subsequently, Discover will merge into Capital One. It is reported that the Board of Directors of both companies unanimously approved the merger. The merger's timeline involves stockholder meetings scheduled for February 18, 2025, to consider merger proposals. Due to pending regulatory approvals, the agreement's outside closing date has been extended to May 19, 2025. The filing also mentions ongoing litigation related to the merger, with three lawsuits filed alleging disclosure deficiencies in the joint proxy statement/prospectus. In response to these suits, supplemental disclosures are being made to mitigate potential delays or risks associated with the merger. Additional compensation arrangements for Discover's executives during the merger negotiations and a termination fee of about $1.38 billion were established as safeguards in the agreement, reflecting a 3.9% transaction equity value.

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Form Type: 8-K

Filing Date: 2025-02-10

Corporate Action: Merger

Type: Update

Accession Number: 000119312525023103

Filing Summary: Discover Financial Services announced a merger agreement with Capital One Financial Corporation and its wholly owned subsidiary, Vega Merger Sub, Inc. This agreement outlines a series of mergers where Discover will first merge with Vega, followed by a second merger with Capital One, and finally, a merger of Discover Bank with Capital One National Association. The agreement was approved unanimously by both companies' boards of directors. A joint proxy statement/prospectus was filed with the SEC, and special stockholder meetings for both companies are scheduled for February 18, 2025. The deadline for closing the deal is extended to May 19, 2025, pending approvals. Three lawsuits challenging the merger have been filed, alleging deficiencies in the joint proxy statement/prospectus. However, both companies maintain that these claims are without merit and plan supplemental disclosures to address potential concerns without admitting wrongdoing.

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Form Type: DEFA14A

Filing Date: 2025-01-28

Corporate Action: Merger

Type: New

Accession Number: 000119312525014348

Filing Summary: Discover Financial Services is seeking stockholder approval for a proposed merger with Capital One Financial Corporation scheduled for February 18, 2025. The Board of Directors recommends stockholders vote FOR the merger and related proposals. Voting is crucial, as failing to vote will equate to a vote against the merger. The communication highlights the importance of voting and provides instructions for doing so through various means. Additionally, it warns that forward-looking statements in the communication are subject to risks. A registration statement on Form S-4 has been filed for shares of Capital One's common stock to be issued to Discover stockholders. Both companies encourage stockholders to read the relevant proxy statement and prospectus for detailed information regarding the merger.

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Form Type: DEFM14A

Filing Date: 2025-01-06

Corporate Action: Merger

Type: New

Accession Number: 000119312525002190

Filing Summary: This joint proxy statement/prospectus outlines the proposed merger between Discover Financial Services and Capital One Financial Corporation, following the unanimous approval of the merger agreement by both companies' boards of directors. The first step involves Vega Merger Sub, Inc. merging with Discover, establishing Discover as the surviving corporation. The second step sees Discover merging with Capital One, with Capital One becoming the surviving entity. Each share of Discover common stock will exchange for 1.0192 shares of Capital One common stock, leading to an estimated merger consideration of approximately $35.3 billion. The overall structure of equity ownership post-merger is expected to allocate about 60% to former Capital One stockholders and 40% to former Discover stockholders. The implementation of the merger requires stockholder approvals in special meetings scheduled for February 18, 2025. Additional proposals for consideration include advisory votes on executive compensation related to the merger and the possibility of adjournments if necessary. Both parties strongly endorse the merger, and detailed information about the tax implications and other legal aspects is provided.

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Form Type: 425

Filing Date: 2024-12-19

Corporate Action: Merger

Type: New

Accession Number: 000119312524282059

Filing Summary: Discover Financial Services filed a communication regarding its merger with Capital One, which received regulatory approval from the Delaware State Bank Commissioner. This approval is viewed as a critical milestone in the merger process. Both companies plan to hold their respective shareholder meetings on February 18, 2025, allowing shareholders to vote on the transaction. The anticipated closing of the merger is expected in early 2025, pending the completion of additional regulatory requirements. The document includes forward-looking statements based on current management beliefs and highlights potential risks that could impact the outcomes.

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Form Type: CORRESP

Filing Date: 2024-10-24

Corporate Action: Merger

Type: Update

Accession Number: 000119312524243229

Filing Summary: On October 24, 2024, Discover Financial Services submitted a response to the SEC regarding comments on its annual report for the year ended December 31, 2023. The response specifically addresses the misclassification of Consumer cards as Commercial cards and details the company's methodology for revenue error corrections under ASC 605 and ASC 606. The estimated gross overcharge was adjusted from $1.1 billion to $985 million and ultimately resulted in a corrected revenue overstatement of $526 million. The company also disclosed plans for a merger with Capital One Financial Corporation, indicating the need for adjustments in liability accounting that arose from the revenue errors. This merger announcement included implications for settlement liabilities and internal financial reporting controls. Discover's management reassessed its approach and provided a thorough materiality analysis related to prior financial statements, concluding that no significant further corrections or disclosures were warranted.

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