Item 8.01 Other Events
As previously announced, on February 19, 2024, Capital One Financial Corporation, a Delaware corporation (Capital One or the
Company), entered into an agreement and plan of merger (the Merger Agreement), by and among Capital One, Discover Financial Services, a Delaware corporation (Discover) and Vega Merger Sub, Inc., a Delaware corporation
and a direct, wholly owned subsidiary of the Company (Merger Sub), pursuant to which (a) Merger Sub will merge with and into Discover, with Discover as the surviving entity in the merger (the Merger); (b) immediately
following the Merger, Discover, as the surviving entity, will merge with and into Capital One, with Capital One as the surviving entity in the second-step merger (the Second Step Merger and together with the Merger, the
Mergers); and (c) immediately following the Second Step Merger, Discover Bank (Discover Bank), a Delaware-chartered and wholly owned subsidiary of Discover, will merge with and into Capital Ones wholly owned
national bank subsidiary, Capital One National Association (CONA), with CONA as the surviving entity in the bank merger (the CONA Bank Merger, and collectively with the Merger and the Second Step Merger, the
Transaction).
In connection with the Transaction, Capital One previously disclosed certain unaudited pro forma condensed combined financial
information and related notes under the section entitled Unaudited Pro Forma Condensed Combined Financial Information in Amendment No. 1 to its Registration Statement on Form S-4, filed with
the Securities and Exchange Commission (the SEC) on June 14, 2024, including, but not limited to: (i) unaudited pro forma condensed combined statements of income for the three months ended March 31, 2024 and the year ended
December 31, 2023 and (ii) an unaudited pro forma condensed combined balance sheet as of March 31, 2024 (the information in this section, the Prior Pro Forma Financial Information).
This Current Report on Form 8-K (this Report) is being filed to update the Prior Pro Forma Financial Information in connection with recent
developments, including, but not limited to, the recent announcement of Discovers entry into a Purchase Agreement with Santiago Holdings, LP, an Ontario limited partnership and an affiliate of each of Carlyle and KKR (Santiago
Holdings), pursuant to which Discover Bank agreed to sell its private student loan portfolio to Santiago Holdings (the Discover Student Loan Sale), with Firstmark Services, a division of Nelnet Inc., assuming responsibility for
servicing the portfolio upon the sale.
The consummation of the Transaction and the other transactions contemplated by the Merger Agreement are not
conditioned on the consummation of the Discover Student Loan Sale.
To the extent that the information herein differs from or updates information
previously disclosed in the Prior Pro Forma Financial Information, such information herein shall supplement and supersede the information previously disclosed.
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 Transaction between Capital One and Discover, the combined companys 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 and other anticipated benefits from
the Transaction may not be fully realized or may take longer than anticipated to be realized, the risk that revenues following the Transaction may be lower than expected and/or the risk that certain expenses, such as the provision for credit losses,
of Discover, or Capital One following the Transaction, may be greater than expected, (2) disruption to the parties businesses as a result of the announcement and pendency of the Transaction, (3) the risk that the integration of
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