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Capital One Receives Final Regulatory Approvals for Acquisition of Discover

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Capital One Receives Final Regulatory Approvals for Acquisition of Discover

MCLEAN, Va, & RIVERWOODS, Ill., April 18, 2025–(BUSINESS WIRE)–Capital One Financial Corporation (NYSE: COF) and Discover Financial Services (NYSE: DFS) today announced that the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency have approved Capital One’s proposed acquisition of Discover.

This approval follows approval of the transaction by the Delaware State Bank Commissioner in December 2024, and by shareholders of more than 99 percent of each company’s shares voting in February of this year.

“This is an exciting moment for Capital One and Discover. We understand the critical importance of a strong and competitive banking system to our customers and our economy, and we appreciate the thoughtful and diligent engagement of our regulators as they thoroughly reviewed this deal over the past 14 months,” said Richard Fairbank, Founder, Chairman, and CEO of Capital One. “I am grateful to the thousands of associates across Capital One and Discover who have worked tirelessly to help us achieve this significant milestone. We look forward to bringing these two great companies together with a profound sense of possibility and responsibility to deliver for our customers, associates, shareholders, and communities.”

All required regulatory approvals to complete the transaction have now been received, and the transaction is expected to close on May 18, 2025, subject to the satisfaction of customary closing conditions.

“The combination of our two great companies will increase competition in payment networks, offer a wider range of products to our customers, increase our resources devoted to innovation and security, and bring meaningful community benefits,” said Michael Shepherd, Interim CEO and President of Discover.

There will be no immediate changes to Capital One and Discover customer accounts and relationships now or in the period immediately following the closing of the transaction. Capital One will provide customers with comprehensive information regarding relevant conversion activities well in advance of any future change. Until then, customers will continue to be served through their respective Capital One and Discover customer communications channels.

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Upon closing, Capital One will begin implementation of its historic, five-year Community Benefits Plan (CBP), developed in connection with the acquisition and in partnership with leading community organizations, mobilizing more than $265 billion in lending, investment, and services to advance economic opportunity and financial well-being across America.

Further information on Capital One’s agreement to acquire Discover Financial Services can be found at www.capitalonediscover.com.

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”), statements related to the expected timing of the completion of the transaction, statements about 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.

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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 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 successfully integrate Discover’s businesses into its own, including as a result of unexpected factors or events, (4) reputational risk and the reaction of each company’s customers, suppliers, employees or other business partners to the transaction, (5) the failure of the remaining closing conditions in the merger agreement to be satisfied, or any unexpected delay in completing the transaction or the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (6) the dilution caused by the issuance of additional shares of Capital One’s common stock in connection with the transaction, (7) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (8) risks related to management and oversight of the expanded business and operations of Capital One following the transaction due to the increased size and complexity of its business, (9) the possibility of increased scrutiny by, and/or additional regulatory requirements of, governmental authorities as a result of the transaction or the size, scope and complexity of Capital One’s business operations following the transaction, (10) the outcome of any legal or regulatory proceedings that may be currently pending or later instituted against Capital One before or after the transaction, or against Discover, (11) the risk that expectations regarding the timing, completion and accounting and tax treatments of the transaction are not met, (12) the risk that any announcements relating to the transaction could have adverse effects on the market price of Capital One’s common stock, (13) certain restrictions during the pendency of the transaction, (14) the diversion of management’s attention from ongoing business operations and opportunities, (15) Capital One’s and Discover’s success in executing their respective business plans and strategies and managing the risks involved in the foregoing, (16) effects of the announcement, pendency or completion of the transaction on Capital One’s or Discover’s ability to retain customers and retain and hire key personnel and maintain relationships with Capital One’s and Discover’s suppliers and other business partners, and on Capital One’s and Discover’s operating results and businesses generally, (17) general competitive, economic, political and market conditions and other factors that may affect future results of Capital One and Discover, including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities and (18) any other factors that may affect Capital One’s future results or the future results of Discover; and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms. Additional factors which could affect future results of Capital One and Discover can be found in Capital One’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and Discover’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K (and any amendments to those documents), in each case filed with the SEC and available on the SEC’s website at http://www.sec.gov. Capital One and Discover disclaim any obligation and do not intend to update or revise any forward-looking statements contained in this communication, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by federal securities laws.

About Capital One

Capital One Financial Corporation (www.capitalone.com) is a financial holding company which, along with its subsidiaries, had $362.7 billion in deposits and $490.1 billion in total assets as of December 31, 2024. Headquartered in McLean, Virginia, Capital One offers a broad spectrum of financial products and services to consumers, small businesses and commercial clients through a variety of channels. Capital One, N.A. has branches and Cafés located primarily in New York, Louisiana, Texas, Maryland, Virginia and the District of Columbia. A Fortune 500 company, Capital One trades on the New York Stock Exchange under the symbol “COF” and is included in the S&P 100 index.

Additional information about Capital One can be found at Capital One About at www.capitalone.com/about.

About Discover

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Discover Financial Services (NYSE: DFS) is a digital banking and payment services company with one of the most recognized brands in U.S. financial services. Since its inception in 1986, the company has become one of the largest card issuers in the United States. Discover issues the Discover® card, America’s cash rewards pioneer, and offers personal loans, home loans, checking and savings accounts and certificates of deposit through its banking business. It operates the Discover Global Network® comprised of Discover Network, with millions of merchants and cash access locations; PULSE®, one of the nation’s leading ATM/debit networks; and Diners Club International®, a global payments network with acceptance around the world. For more information, visit www.discover.com/company.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250418414077/en/

Contacts

Media Relations

Sie Soheili
sie.soheili@capitalone.com

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Matthew Towson
matthewtowson@discover.com

Investor Relations

Danielle Dietz
danielle.dietz@capitalone.com

Erin Stieber
investorrelations@discover.com

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Budget crisis is top concern for MPS leader Cassellius | Opinion

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Budget crisis is top concern for MPS leader Cassellius | Opinion


Before seeking a new referendum MPS needs to rebuild trust in the community through completing state audits, putting in place controls to prevent overspending and routine reports to the public.

For MPS Superintendent Brenda Cassellius, who just wrapped up her first year leading Milwaukee’s public school system, her tenure has been punctuated by some very big numbers.

The first is $252 million. That is the amount of new spending voters narrowly approved in an April 2024 referendum to support operations in Wisconsin’s largest school district. Just months later, MPS was rocked by revelations the district was months behind in filing key financial reports to the state, which led to former Superintendent Keith Posley’s resignation.

The second is $1 billion. MPS faces a deferred maintenance backlog exceeding $1 billion. The district’s enrollment has declined 30% over the last 30 years, leaving many schools at less than 50% full. That, in part, is driving a plan to close some schools and to improve others to help lower costs.

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The final is $46 million, the deficit MPS was running for the 2024-25 school year, an unexpected shortfall which has led to hundreds of staff layoffs.

Getting the district’s accounting, budgeting and financial reporting back on track has dominated Cassellius’s first year at MPS. In an April 15 interview with the Journal Sentinel’s editorial board, she talked in detail about the challenges putting that into order and progress she sees in restoring transparency into its operations.

State funding and aging buildings create budget nightmares

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Cassellius says state needs to keep up its share of school funding

In an interview with the Journal Sentinel editorial board, MPS leader Brenda Cassellius says budgets and buildings are her two top worries.

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Cassellius said the on-going budget crisis is her top concern. She said the state’s failure to live up to its share of funding is exacerbating MPS’ budget woes. A group of school districts, teachers and parents filed suit against the state Legislature and its Joint Finance Committee claiming the current state funding system is unconstitutional and prevents schools from meeting students’ educational needs.

Funding for special education is especially critical. About 20% of MPS students have disabilities, almost twice the share of the city’s charter schools, and the average of 14% across Wisconsin.

“What’s keeping me up now, you know, is really just the budget crisis we’re in, with not only this year but multiple years going out without additional state aid, we’ve been not getting funding for what our needs are for our students, and particularly our students with special needs,” she said.

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Although the state budget increased special education funding to a 42% reimbursement rate, the actual rate has been about 35%. Another component to the budget headache is the age of MPS buildings. The average age is 85 years-old compared to 45 across the nation.

“We have just kicked this can down the curb or kicked it down the street or whatever you call it for too long. And it’s time that we really take on a serious conversation about the conditions of the learning environments in which we send our children,” she said. “Particularly in Milwaukee Public Schools, we serve the most vulnerable children. Children who have language barriers, children who have disabilities, children in high-concentrated poverty.”

What needs to happen before MPS seeks another referendum

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Voters need to be comfortable MPS has made tough budget decisions

In an interview with Journal Sentinel editorial board, Brenda Cassellius said voters will need to see budget improvements before seeking more spending

Cassellius said MPS will definitely need to go back to voters for a new referendum in the future. In addition to the 2024 measure, voters approved an $87 million plan in 2020.

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Before doing that, she said the district first needs to rebuild trust in the community through completing required state audits, putting into place controls to prevent overspending and routine reports to the school board and public about finances.

“I don’t think that the voters are going to want us to bring something forward until they feel comfortable that we have done the cleanup that is necessary,” she said. “And we’ve built the trust that we have the sufficient controls in place.”

In the interim, she’s hoping the state will meet its constitutional responsibility to adequately fund public schools.

“What the public expects is you know where the money is, you’re spending it as close as you can to children, you’re getting good on the promise around art, music, and PE, and the things the public said they wanted to fund,” Cassellius said. “And they want their kids to have so that they have a quality education and an excellent education in Milwaukee Public Schools, and that they had the right amount of staff that they actually need. In the school to be safe and to run a good operation.”

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Rebuilding finance staff in wake of $46 million in overspending

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MPS is rebuilding school finance staff in wake of reporting lapses

In an interview with the Journal Sentinel editorial board April 15, MPS superintendent discusses accountability for district’s financial problems.

The $46 million budget shortfall from the 2024-25 school year started coming into view last fall and was confirmed in mid-January. Cassellius noted that in addition to hiring a new superintendent, MPS also parted ways with its comptroller and CFO.

“We are really rebuilding the personnel and staff of the finance department. That is what’s critical, is having the right people in the right seats doing the work,” she said. “Also critical is making sure that you have the right controls in place. The audit findings found that we did not have proper controls in place and now we have those proper controls in place and when we find things we put new SOPs in place and that is what any business does.”

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Identifying that shortfall, though painful, was the result of better accounting.

“Being three years behind in auditing means that you don’t have full sight on your actual revenues and expenditures. And so we have now full sight of our revenues and our expenditures and that’s why we were able to see this new deficit of $46 million,” she said. “And we still continue to work with DPI on those processes to make sure that every month we’re doing monthly to actuals and doing those accounting, reporting that to the board. In a way that is consumable to the public that they can understand.”

Jim Fitzhenry is the Ideas Lab Editor/Director of Community Engagement for the Milwaukee Journal Sentinel. Reach him at jfitzhen@gannett.com or 920-993-7154.

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Psychological shift unfolds in soft Aussie housing market: ‘Vendors feel pressure’

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Psychological shift unfolds in soft Aussie housing market: ‘Vendors feel pressure’
Is it becoming a buyers market? (Source: Getty)

Property markets move in cycles, and with interest rates rising and other pressures like high fuel costs, some markets are clearly slowing down. Many first-home buyers who have only ever seen markets going up are conditioned to think that when purchasing, competition is always intense and decisions need to be made quickly.

In those times, buyers often feel they need to act fast, stretch their budget and secure a property at almost any cost. But things have definitely changed.

In a softer market, the dynamic shifts. Properties take longer to sell, competition thins, and it’s the vendors who begin to feel pressure.

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For buyers who understand how to navigate that change, the balance of power quickly moves in their favour. The opportunity is not simply to buy at a lower price. It is to negotiate from a position of strength.

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If that’s you right now, these are the key skills first-home buyers need to take advantage of in softer market conditions.

The most important shift in a soft market is psychological. In a rising market, buyers often feel like they are competing for limited opportunities. In a softer market, the opposite is true. There are more properties available, fewer active buyers and less urgency overall. This gives buyers options.

When buyers understand that they are not competing with multiple parties on every property, their decision-making improves. They are more willing to walk away, compare opportunities and avoid overpaying. Negotiation strength comes from not needing to transact immediately. When that pressure is removed, buyers are able to engage more strategically.

One of the most common mistakes first-home buyers make is continuing to apply strategies that only work in rising markets. Auction urgency is a clear example. In strong markets, auctions often attract multiple bidders and create competitive tension. In softer conditions, properties are more likely to pass in, shifting the process away from a public bidding environment into a private negotiation.

This is where leverage increases.

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Private negotiations allow buyers to introduce conditions that protect their position. These may include finance clauses, longer settlement periods or price adjustments based on due diligence. Opportunities that are rarely available in competitive markets become standard in softer ones.

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Finance Committee approves an average increase of University tuition by 3.6 percent

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Finance Committee approves an average increase of University tuition by 3.6 percent

The Board of Visitors Finance Committee met Thursday and approved a 3.6 percent average increase in tuition, a 4.8 percent average increase in meal plan costs and a 5 percent increase in the cost of double-room housing for the 2026-27 school year. The approval was unanimous amongst Board members, though some expressed resistance to the increases before voting in favor of them. 

The Committee heard from Jennifer Wagner Davis, executive vice president and chief operating officer, and Donna Price Henry, chancellor of the College at Wise, about reasons for the raise in tuition and rates. According to Davis and Henry, salary increases for professors and legislation passed by the General Assembly contribute to tuition and rates increases.  

The Finance Committee, chaired by Vice Rector Victoria Harker, is responsible for the University’s financial affairs and business operations, and the Committee manages the budget, tuition and student fees. 

Changes in tuition vary between schools, with the School of Law seeing at most a 5.1 percent increase, the School of Engineering & Applied Science seeing at most a 3.2 percent increase and the College of Arts and Sciences seeing at most a 3.1 percent increase in tuition for the 2026-27 school year. 

For the 2026-27 school year at the College at Wise, the Committee also unanimously approved a 2.5 percent average increase in tuition, a 3.8 percent increase in meal plans and a 2 percent increase in the cost of housing.

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Last year, the Committee approved a 3 percent average increase in tuition, a 5.5 percent increase in meal plans and a 5.5 percent increase in the cost of housing for the University.

Davis cited increased costs as the primary reason for the approved increase in tuition. She said that the budget that could be passed by the General Assembly for June 30, 2027 through June 30, 2028 could increase professor salaries — University professors receive raises via this process. Davis said that the Senate and House of Delegates have separate proposals dealing with the pay increases that are currently unresolved, with House Bill 30 raising salaries by 2 percent and Senate Bill 30 raising salaries by 3 percent. 

Davis said every percent increase in faculty salaries costs the University $15 million annually, and the Commonwealth will increase funding to the University by $1-2 million to help pay for that increase. According to Davis, the most common way to stabilize the budgetary imbalance caused by raised salaries is through tuition raises. 

Beyond the increase in salary, Davis cited the minimum wage increase, inflation and Virginia Military Survivors & Dependents Education Program as increased costs to the University. VMSDEP is a program that gives education benefits to spouses and children of disabled veterans or military service members killed, missing in action or taken prisoner. Davis said that the program is “partially unfunded” and could cost the University somewhere between $3.6 to $6 million, depending on how many students qualify for the program.

Davis spoke on other contributing factors to the increase in tuition, specifically collective bargaining — which allows workers to bargain for better wages and working conditions.

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“If we look at other institutions or other states that have collective bargaining, [collective bargaining] does put an upward pressure on tuition,” Davis said.

Prior to Thursday’s meeting, the Committee heard the proposal for tuition increases from Davis and Henry April 6 in a Finance Committee tuition workshop with public comment. During the tuition workshop, tuition increases ranged from 3 to 4.5 percent for the University and 2 to 3 percent for the College at Wise. Both increases approved Thursday are within the ranges originally proposed.

Meal plan costs, on average, will be increasing by 4.8 percent in the upcoming academic year. Davis said that the University has been expanding dining options with the opening of the Gaston House and new locations for the Ivy Corridor student housing that is still in progress. She also said that the University has been taking steps to increase the availability of allergen-friendly food options. 

Davis shared that the 5 percent cost increase in housing is due to the expansion of student housing in the Ivy Corridor. Davis also said that there will be 3,000 new units added to the Charlottesville housing market by 2027, of which 780 beds will be for University housing. Davis said that she hopes the Ivy Corridor housing would “free up” the city housing supply by having more students live on Grounds.

Board member Amanda Pillion said she was “concerned” about how tuition increases would harm rural families — she said the constant increases in cost could make a University education out of reach for middle-income Virginians. 

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“This is the second governor I’ve served under. Both times I’ve heard affordability, affordability, affordability,” Pillion said. “We need to really be conscious of the fact that … there is a large group of people that [are middle-income] that these increases [in tuition and fees] are really tough for.”

The Committee also approved a renovation for The Park — an 18-acre recreational hub in North Grounds — which will cost $10 million. As part of the renovation, The Park will include a maintenance facility, storm water systems and a maintenance access route. Davis said the renovation will address safety and security issues for the 200 people that use The Park daily. According to Davis, the University will use $2 million of institutional funds and issue $8 million of debt to fund the renovation. 

The Finance Committee will reconvene during the regularly scheduled June Board meetings.

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