Capital One to acquire Discover Financial in all-stock merger with 1.0192 exchange ratio

CAPITAL ONE FINANCIAL CORP

Each Discover common share converts to 1.0192 Capital One common shares; fractional shares paid in cash.
Two-step merger: Discover first merges into Capital One sub, then into Capital One; Discover Bank merges into Capital One, N.A.
Termination fee of $1.38B payable by either party under specified conditions involving alternative proposals.
Transaction subject to approvals from both companies' stockholders, Federal Reserve, OCC, and other regulatory conditions.
Capital One board increases to 15 directors; three current Discover directors to be appointed.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

CAPITAL ONE FINANCIAL CORP entered into Agreement and Plan of Merger with Discover Financial Services (effective 2024-02-19).

Action: entry
Agreement: merger
Counterparty: Discover Financial Services
Effective: 2024-02-19

Exact text from the filing

On February 19, 2024, Capital One Financial Corporation, a Delaware corporation (“Capital One”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Discover Financial Services, a Delaware corporation (“Discover”) and Vega Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Capital One (“Merger Sub”).

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CAPITAL ONE FINANCIAL CORP filing history →

Source: SEC EDGAR

accession 0001193125-24-042826

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