Capital One Enters Material Definitive Agreement

TL;DR

**Capital One just signed a big deal, but the 8-K doesn't spill the beans on what it is yet!**

AI Summary

Capital One Financial Corp. (COF) filed an 8-K on February 22, 2024, reporting an entry into a material definitive agreement on February 19, 2024. The filing indicates the company's various outstanding securities, including common stock and several series of preferred stock (Series I, J, K, L, N), as well as senior notes due in 2024 and 2029. This 8-K primarily serves to disclose the existence of a significant agreement, though the specific details of the agreement itself are not provided within this summary filing.

Why It Matters

This filing signals a new significant commitment for Capital One, which could impact its financial position, strategic direction, or operational activities, potentially affecting shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates a material agreement but lacks specific details, creating uncertainty about its potential impact on the company.

Key Players & Entities

• CAPITAL ONE FINANCIAL CORP (company) — filer
• 0000927628 (company) — Central Index Key (CIK) for Capital One
• February 19, 2024 (date) — date of material definitive agreement
• February 22, 2024 (date) — filing date of 8-K
• OAKSTONE FINANCIAL CORP (company) — former company name

FAQ

Key Financial Figures

• $0.01 — , each share of common stock, par value $0.01 per share, of Discover ("Discover Commo
• $1,380,000,000 — ther provides that a termination fee of $1,380,000,000 will be payable by either Capital One o

Filing Documents

• d780383d8k.htm (8-K) — 61KB
• d780383dex21.htm (EX-2.1) — 568KB
• 0001193125-24-042826.txt ( ) — 949KB
• cof-20240219.xsd (EX-101.SCH) — 5KB
• cof-20240219_def.xml (EX-101.DEF) — 15KB
• cof-20240219_lab.xml (EX-101.LAB) — 26KB
• cof-20240219_pre.xml (EX-101.PRE) — 16KB
• d780383d8k_htm.xml (XML) — 13KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. 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"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Discover (the "Merger"), with Discover continuing as the surviving corporation in the Merger (the "Surviving Company"), and immediately following the Merger, the Surviving Company will merge with and into Capital One (the "Second Step Merger", and together with the Merger, the "Mergers"), with Capital One continuing as the surviving corporation in the Second Step Merger. Immediately following the Second Step Merger, Discover's wholly owned Delaware-chartered bank subsidiary, Discover Bank, will merge with and into Capital One's wholly owned national bank subsidiary, Capital One, National Association (the "Bank Merger"), with Capital One, National Association continuing as the surviving entity in the Bank Merger. The Merger Agreement was unanimously approved by the board of directors of each of Capital One, Discover and Merger Sub.

Forward Looking Statements

Forward Looking Statements Information in this communication, other than statements of historical facts, may constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements about the benefits of the proposed transaction between Capital One Financial Corporation ("Capital One") and Discover Financial Services ("Discover"), including future financial and operating results (including the anticipated impact of the transaction on Capital One's and Discover's respective earnings and tangible book value), statements related to the expected timing of the completion of the transaction, the combined company's plans, objectives, expectations and intentions, and other statements that are not historical facts. Forward-looking statements may be identified by terminology such as "may," "will," "should," "targets," "scheduled," "plans," "intends," "goal," "anticipates," "expects," "believes," "forecasts," "outlook," "estimates," "potential," or "continue" or negatives of such terms or other comparable terminology. All forward-looking statements are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of Capital One or Discover to differ materially from any results expressed or implied by such forward-looking statements. Such factors include, among others, (1) the risk that the cost savings and any revenue synergies from the transaction may not be fully realized or may take longer than anticipated to be realized, (2) disruption to the parties' businesses as a result of the announcement and pendency of the transaction, (3) the risk that the integration of Discover's business and operations into Capital One, including the integration into Capital One's compliance management program, will be materially delayed or will be more costly or difficult than expected, or that Capital One is otherwise unable to successful

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CAPITAL ONE FINANCIAL CORPORATION (Registrant) Dated: February 22, 2024 By: /s/ Matthew W. Cooper Matthew W. Cooper General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR