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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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Finance

When making travel plans, timing and financing are major considerations

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When making travel plans, timing and financing are major considerations

For the true travel fan, there’s often a built-in conflict on how best to plan for your next adventure.

On the one hand, the world awaits. Spin the globe, cover your eyes and point. Or, throw a dart at the map! Then it’s time to dig in and research your next dream destination.

On the other hand, getting the best bargain can be a last-minute proposition. There may be a fare sale today, but not tomorrow. How does that mash up with your bicycle tour in Italy? Or your friend’s wedding in Hawaii?

Spreading out all the options on the table can be daunting. It’s a bit like taking a sip from the fire hose. And we all have varying degrees of tolerance for changing prices, tiny seats and geopolitical uncertainty.

So let’s take a snapshot of what’s happening now, knowing you won’t likely drink from the same river, or fire hose, twice.

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Since most of today’s snapshots are on the phone, there are some handy settings: You can zoom in for a closer look at that fruit and cheese platter, frame it up nicely for a good shot of your seatmate, or look out the window and get a nice view from 30,000 feet.

Fares we love. There are just a few fares to zoom in on right now.

Anchorage-Chicago. Three airlines will offer nonstop flights this summer: Alaska, United and American. Alaska and United fly the route year-round. There are just a couple of months where travelers have to stop in Denver or Seattle on the way. Right now, the Basic price is $349 round-trip. United has the least-expensive Main price of $429 round-trip. Alaska charges more: $449-$469 round-trip.

The rate to Chicago is steady throughout the summer, as long as you’re open to flying on other airlines, including Delta and now Southwest, starting May 15.

Anchorage-Dallas. Choose from four airlines with competitive prices. United and Delta offer great rates starting on March 30, for travel all summer and into the fall for $331 round-trip in basic economy. Remember: Basic economy means you’ll be sitting in the middle seat back by the potty. There are few, if any, advance seat assignments permitted and you’re the last to board. Don’t expect to accrue many frequent flyer points. Alaska will give you 30%. Delta and American offer none. United is axing MileagePlus points for basic travelers soon.

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Delta and United offer the chance to pay $100 more for pre-reserved seats and mileage credit. Of course, they may charge you more for a nicer seat on the plane. But that’s another story.

American Airlines charges a little bit more, about $20 more for a round-trip, to fly nonstop. It’s a nice flight.

Anchorage-Albuquerque. Delta is targeting this route with a nice rate: $281 round-trip in Basic or $381 in Main. But it’s just between May 23 and June 29. Why? Well, it lines up nicely with Southwest’s launch on May 15. Who knows why airlines cut their fares during a traditionally busy season? It’s just a hunch.

Looking at airfares more broadly, there are a few more bargain rates out there, but most only go through May 20. Airlines are hoping for a robust summer — so prices go up after that.

For example, between March 29 and May 20, Alaska Air offers a nonstop from Anchorage to Los Angeles for $257 round-trip in basic. For pre-assigned seats and full mileage credit, the main price is $337 round-trip. Prices go up to $437 round-trip in the summer.

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The view from 30,000 feet is pretty clear, although past performance is no guarantee of future results. Several carriers, including American, Delta, United, Southwest and Alaska are adding flights for the summer. There will be robust competition, which means lower fares. Just last week, Alaska Air dropped the price from Anchorage to Seattle to $210 round-trip. That rate is gone, but others will come along.

Charge it. Banks own the airlines by virtue of their popular credit cards. Do they own you, too?

Sifting through the various credit card offers and bonus points emails, it’s easy to forget that banks, not travelers, are the airlines’ biggest customers. At a Bank of America conference last year, Alaska Airlines reported it receives about 15% of its total revenue from its loyalty plan. That adds up to more than 1.7 billion in 2024. Delta has a similar deal with American Express, which paid the airline about $8.2 billion last year.

Think about that the next time the flight attendants are handing out credit card applications in the aisle.

Zooming in, if you’re going to play the Atmos loyalty game on Alaska Airlines, you have to have an Alaska Airlines credit card from Bank of America.

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I carry the plain-old Alaska Air card. I used to have two of them, primarily for the $99 companion fare. That’s still a compelling offer. But to get that benefit, you have to charge it on an Alaska Airlines Visa card.

So the question is: Is it worth it to pay $395 per year for the new Summit Visa card from Bank of America?

If you use your credit card for your business or if you regularly charge thousands of dollars every month, the Summit card may be the card for you.

One of the foundational benefits is for every $2 you charge, you earn one status point toward your next elite tier, such as titanium. It’s possible to charge your way to the top tier of the frequent flyer ladder without ever stepping on a plane. If that’s your level of charge-card use, then the Summit is for you. For the lesser Ascent card like mine, you earn one status point for every $3 spent.

For a little wider view, consider that your other travel costs, including accommodations, can hit your budget a lot harder than an airline ticket. It’s one reason I carry a flexible spend credit card in addition to my Alaska Airlines card. Here’s a snapshot of some popular options:

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1. Bilt Rewards. I finally signed up for a Bilt account, although I haven’t yet received my card. There are two big benefits with Bilt: You can charge your rent and transfer points to Alaska Airlines. There also is a scheme to charge your mortgage, but it’s more convoluted. But the charge-your-rent option is a stand-alone gold star for the Bilt program, even if you don’t fly Alaska Airlines.

In addition to the link with Alaska Airlines, Bilt points transfer to other oneworld carriers like British, Japan Airlines and Qatar Air. Hotel partners include Hyatt, my favorite, and Hilton. A big bonus comes with the “Obsidian” card, $95 per year: three points for every dollar spent on groceries.

But there’s also a Bilt card with no annual fee. And there are no extra fees incurred when you charge your rent.

2. American Express. If you fly on Delta, the American Express card is a natural choice.

The two companies really are joined at the hip. The last American Express card I had was a Delta “Gold” card, which included a 70,000-point signup bonus. Cardholders get a free checked bag, although Delta offers two free checked bags for SkyMiles members who live in Alaska, and 15% off award tickets.

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The Delta card is free for the first year, then $150 per year thereafter.

There is a dizzying array of American Express cards available, including some with no annual fee. But with Delta there is a narrowed-down selection, including one that’s more than $800 per year. That includes lounge access and some other benefits, including a companion pass.

American Express cardholders also can transfer their points to Hilton and Bonvoy as well as to 15 other airlines.

Capital One offers the Venture X card, which offers cardholders 75,000 points plus a $300 travel credit at their in-house travel service. The cost is $395 per year. Get the slimmed-down Venture card for just $95 per year. You still can earn the 75,000 bonus points after spending $4,000 in the first three months. Plus, there’s a $250 credit with Capital One Travel.

Airline partners include EMirates, Singapore Air, Japan Air and EVA Air, from Taiwan. Hotel partners include Hilton and Marriott.

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I’ve carried several Chase cards for years. Right now I have the Chase Sapphire Preferred card, for which I received 80,000 bonus points. But that was several years ago. More recently, I got the Chase-affiliated Ink Business Cash card to harvest a 90,000 point bonus. Previously, I carried the Chase Sapphire Reserve. I got a 100,000 point bonus for that. But I dropped that card when the fee went up to $795 per year.

Stacking the cards like that — getting more than one — has helped me to get more bonus points, both for American Express and for Chase.

The best value for Chase points that I’ve found is for Hyatt Hotels. Right now, it’s the best redemption ration, but that can change. Chase also allows for transfers to Emirates, United, Singapore Air and Southwest, among others. The Chase travel portal is managed by Expedia, so you can redeem points for other hotels at a lower redemption rate.

The long view: All airline mileage plans are now credit card loyalty plans. Terms and conditions change, along with signup bonuses and other features of the cards. Last year, Chase dropped its airport restaurant feature, which offered $29 per person at select restaurants in Los Angeles, Seattle and Portland. A couple of years ago, the Priority Pass affiliated with Chase dropped the Alaska Airlines lounges as a partner.

It takes some time and effort to keep up with the programs and get the best value. But airline credit card plans are here to stay, even if the frequent-flyer programs are watered down year after year.

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Lawmakers target ‘free money’ home equity finance model

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Lawmakers target ‘free money’ home equity finance model

Key points:

  • Pennsylvania lawmakers are considering a bill that would classify home equity investments (HEIs) and shared equity contracts as residential mortgages.
  • Industry leaders have mobilized through a newly formed trade group to influence how HEIs are regulated.
  • The outcome could reshape underwriting standards, return structures and capital markets strategy for HEI providers.

A fast-growing home equity financing model that promises homeowners cash without monthly payments is facing mounting scrutiny from state lawmakers — and the industry behind it is mobilizing to shape the outcome.

In Pennsylvania, House Bill 2120 would classify shared equity contracts — often marketed as home equity investments (HEIs), shared appreciation agreements or home equity agreements — as residential mortgages under state law.

While the proposal is still in committee, the debate unfolding in Harrisburg reflects a broader national effort to determine whether these products are truly a new category of equity-based investment — or if they function as mortgages and belong under existing consumer lending laws.

A classification fight over home equity capture

HB 2120 would amend Pennsylvania’s Loan Interest and Protection Law by explicitly including shared appreciation agreements in the residential mortgage definition. If passed, shared equity contracts would be subject to the same interest caps, licensing standards and consumer protections that apply to traditional mortgage lending.

The legislation was introduced by Rep. Arvind Venkat after constituent Wendy Gilch — a fellow with the consumer watchdog Consumer Policy Center — brought concerns to his office. Gilch has since worked with Venkat as a partner in shaping the proposal.

Gilch initially began examining the products after seeing advertisements describe them as offering cash with “no debt,” “no interest” and “no monthly payments.”

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“It sounds like free money,” she said. “But in many cases, you’re giving up a growing share of your home’s equity over time.”

Breaking down the debate

Shared equity providers (SEPs) argue that their products are not loans. Instead of charging interest or requiring monthly payments, companies provide homeowners with a lump sum in exchange for a share of the home’s future appreciation, which is typically repaid when the home is sold or refinanced.

The Coalition for Home Equity Partnership (CHEP) — an industry-led group founded in 2025 by Hometap, Point and Unlock — emphasizes that shared equity products have zero monthly payments or interest, no minimum income requirements and no personal liability if a home’s value declines.

Venkat, however, argues that the mechanics look familiar and argues that “transactions secured by homes should include transparency and consumer protections” — especially since, for many many Americans, their home is their most valuable asset. 

“These agreements involve appraisals, liens, closing costs and defined repayment triggers,” he said. “If it looks like a mortgage and functions like a mortgage, it should be treated like one.”

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The bill sits within Pennsylvania’s anti-usury framework, which caps returns on home-secured lending in the mid-single digits. Venkat said he’s been told by industry representatives that they require returns approaching 18-20% to make the model viable — particularly if contracts are later resold to outside investors. According to CHEP, its members provide scenario-based disclosures showing potential outcomes under varying assumptions, with the final cost depending on future home values and term length.

In a statement shared with Real Estate News, CHEP President Cliff Andrews said the group supports comprehensive regulation of shared equity products but argues that automatically classifying them as mortgages applies a framework “that was never designed for, and cannot meaningfully be applied to, equity-based financing instruments.”

As currently drafted, HB 2120 would function as a “de facto ban” on shared equity products in Pennsylvania, Andrews added.

Real Estate News also reached out to Unison, a major vendor in the space, for comment on HB 2120. Hometap and Unlock deferred to CHEP when reached for comment. 

A growing regulatory patchwork

Pennsylvania is not alone in seeking to legislate regulations around HEIs. Maryland, Illinois and Connecticut have also taken steps to clarify that certain home equity option agreements fall under mortgage lending statutes and licensing requirements.

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In Washington state, litigation over whether a shared equity contract qualified as a reverse mortgage reached the Ninth Circuit before the case was settled and the opinion vacated. Maine and Oregon have considered similar proposals, while Massachusetts has pursued enforcement action against at least one provider in connection with home equity investment practices.

Taken together, these developments suggest a state-by-state regulatory patchwork could emerge in the absence of a uniform federal framework.

The push for homeowner protections

The debate over HEIs arrives amid elevated interest rates and reduced refinancing activity — conditions that have increased demand for alternative equity-access products. 

But regulators appear increasingly focused on classification — specifically whether the absence of monthly payments and traditional interest charges changes the legal character of a contract secured by a lien on a home.

Gilch argues that classification is central to consumer clarity. “If it’s secured by your home and you have to settle up when you sell or refinance, homeowners should have the same protections they expect with any other home-based transaction,” she said.

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Lessons from prior home equity controversies

For industry leaders, the regulatory scrutiny may feel familiar. In recent years, unconventional home equity models have drawn enforcement actions and litigation once questions surfaced around contract structure, title encumbrances or consumer understanding.

MV Realty, which offered upfront payments in exchange for long-term listing agreements, faced regulatory action in multiple states over how those agreements were recorded and disclosed. EasyKnock, which structured sale-leaseback transactions aimed at unlocking home equity, abruptly shuttered operations in late 2024 following litigation and mounting regulatory pressure.

Shared equity investment contracts differ structurally from both models, but those episodes underscore a broader pattern: novel housing finance products can scale quickly in tight credit cycles. Just as quickly, these home equity models encounter regulatory intervention once policymakers begin examining how they fit within existing law — and the formation of CHEP signals that SEPs recognize the stakes.

For real estate executives and housing finance leaders, the outcome of the classification fight may prove consequential. If shared equity contracts are treated as mortgages in more states, underwriting standards, return structures and secondary market economics could shift.

If lawmakers instead carve out a distinct regulatory category, the model may retain more flexibility — but face ongoing state-by-state negotiation.

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Cornell Administrator Warren Petrofsky Named FAS Finance Dean | News | The Harvard Crimson

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Cornell Administrator Warren Petrofsky Named FAS Finance Dean | News | The Harvard Crimson

Cornell University administrator Warren Petrofsky will serve as the Faculty of Arts and Sciences’ new dean of administration and finance, charged with spearheading efforts to shore up the school’s finances as it faces a hefty budget deficit.

Petrofsky’s appointment, announced in a Friday email from FAS Dean Hopi E. Hoekstra to FAS affiliates, will begin April 20 — nearly a year after former FAS dean of administration and finance Scott A. Jordan stepped down. Petrofsky will replace interim dean Mary Ann Bradley, who helped shape the early stages of FAS cost-cutting initiatives.

Petrofsky currently serves as associate dean of administration at Cornell University’s College of Arts and Sciences.

As dean, he oversaw a budget cut of nearly $11 million to the institution’s College of Arts and Sciences after the federal government slashed at least $250 million in stop-work orders and frozen grants, according to the Cornell Daily Sun.

He also serves on a work group established in November 2025 to streamline the school’s administrative systems.

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Earlier, at the University of Pennsylvania, Petrofsky managed capital initiatives and organizational redesigns in a number of administrative roles.

Petrofsky is poised to lead similar efforts at the FAS, which relaunched its Resources Committee in spring 2025 and created a committee to consolidate staff positions amid massive federal funding cuts.

As part of its planning process, the committee has quietly brought on external help. Over several months, consultants from McKinsey & Company have been interviewing dozens of administrators and staff across the FAS.

Petrofsky will also likely have a hand in other cost-cutting measures across the FAS, which is facing a $365 million budget deficit. The school has already announced it will keep spending flat for the 2026 fiscal year, and it has dramatically reduced Ph.D. admissions.

In her email, Hoekstra praised Petrofsky’s performance across his career.

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“Warren has emphasized transparency, clarity in communication, and investment in staff development,” she wrote. “He approaches change with steadiness and purpose, and with deep respect for the mission that unites our faculty, researchers, staff, and students. I am confident that he will be a strong partner to me and to our community.”

—Staff writer Amann S. Mahajan can be reached at [email protected] and on Signal at amannsm.38. Follow her on X @amannmahajan.

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