Discover Acquisition FAQs
As a result of the acquisition by Capital One Financial Corporation (“Capital One”) of Discover Financial Services (“Discover” and, such transaction, the “Transaction”), all shares of Discover common stock [have been]/[will be] canceled and converted into the right to receive 1.0192 shares of Capital One common stock, plus cash in lieu of fractional shares (collectively, the “Merger Consideration”).
Capital One’s common stock is listed on the New York Stock Exchange under the symbol “COF.” For purposes of these frequently asked questions, we refer to the common stock of Capital One as “Capital One common stock.”
If you hold certificated shares of Discover common stock, you must properly complete a Letter of Transmittal and return it in the enclosed pre-addressed envelope, along with your stock certificate(s), to Computershare. We recommend that you use registered mail, properly insured, with electronic verification of delivery requested. Capital One, Discover and Computershare do not assume the risk of loss or title to any stock certificate(s) that you send prior to their receipt by Computershare.
If you hold book-entry shares of Discover common stock, you are not required to deliver a Letter of Transmittal or any certificate(s) with respect to such book-entry shares to Computershare. Instead, each book-entry share has automatically been converted into the right to receive the Merger Consideration.
If you hold shares in both certificated and book-entry form, you will be required to complete and return a Letter of Transmittal and your stock certificate(s) with respect to your certificated shares only, your book-entry shares will be exchanged automatically once your certificated shares are received by Computershare. See Question 2 for more information regarding certificated shares.
You will receive a separate Letter of Transmittal for each account. You must complete and return each Letter of Transmittal that you receive, along with the appropriate stock certificate(s), in order to receive the Merger Consideration for all of your shares.
If you have any questions about the exchange of your Discover shares held in “street name,” please contact your broker or financial institution to determine how they will handle the transaction. You must, however, complete and return a Letter of Transmittal for any certificated shares of Discover common stock that you personally hold.
If you hold more than 10 certificates, any additional certificate(s) will be totaled in the “Other Certificates Total” column on the first page of the Letter of Transmittal. For example, if you have 12 certificates, this column will read “2.” You will still need to send in the two certificates to receive the Merger Consideration corresponding to these certificates, even if they are not individually listed on the first page of the Letter of Transmittal.
If you have lost any of your Discover stock certificates (or if any such stock certificates have been mislaid, stolen or destroyed):
- Follow the “Lost Certificates” instruction on the first page of the Letter of Transmittal and complete the Lost Securities Affidavit in the box on the reverse side of the Letter of Transmittal.
- Return the Letter of Transmittal with the Affidavit completed, along with any stock certificate(s) you may have in your possession, to Computershare in the enclosed pre-addressed return envelope. We recommend that you use registered mail, properly insured, with electronic verification of delivery requested.
If you have lost stock certificates (or if any such stock certificates have been mislaid, stolen or destroyed) and the lost certificates are part of an estate or trust or are valued at more than $250,000, contact Computershare for further instructions. See Question 15 below for Computershare’s contact information.
The insurance premium pays for a surety bond. The bond covers the risk of financial loss in the event the lost stock certificate is used in a fraudulent manner. Exchange agents like Computershare require a surety bond before replacing a lost stock certificate to avoid this risk.
The common shares will be credited in the form of book-entry shares.
No. Do not endorse your stock certificate(s).
The transaction notice reflecting your credit of the appropriate whole number of book-entry shares of Capital One common stock and a check for any cash in lieu payment will be mailed promptly after receipt of your documents by Computershare, assuming that all of the documents required to exchange your Discover stock certificate(s) for Merger Consideration are in proper order. If more than four weeks have elapsed from the date you submitted the required materials and you have not received your transaction notice, contact Computershare. See Question 15 below for Computershare’s contact information.
If there are issues with your documents, Computershare will send a letter explaining the problem and outlining what you need to do to remedy the issue(s).
A general discussion of the U.S. federal income tax consequences of the Transaction to certain holders of Discover common stock can be found in the registration statement filed with the Securities and Exchange Commission on January 6, 2025 under the section entitled “Material U.S. Federal Income Tax Consequences of the Mergers.” You should refer to the discussion included therein and consult your own tax advisors regarding the particular U.S. federal income tax consequences of the Transaction to you in light of your particular circumstances, as well as the particular consequences to you of the Transaction under any state, local or non-U.S. income or other tax laws.
Follow the “Special Transfer Instructions” on the second page of the Letter of Transmittal and complete a transfer of ownership form, which may be obtained at https://www.us.computershare.com/TransferWizard/default.aspx or by calling Computershare. See Question 15 below for Computershare’s contact information.
You can contact them as follows:
By Telephone:
From within the United States, U.S. territories & Canada: 1-800-546-5141 (Toll Free) From outside the United States, U.S. territories & Canada: 1-781-575-2765
By Mail:
Computershare
Computershare Trust Company, N.A.
PO Box 43014
Providence, RI 02940-3014
By Overnight Delivery:
Computershare
Computershare Trust Company, N.A. 150 Royall Street, Suite 101
Canton, MA 02021
Delivery of the Letter of Transmittal and stock certificate(s) to any address other than as set forth above or on the Letter of Transmittal will not constitute a valid delivery. Do not send your stock certificate(s) to Discover or Capital One.
As a result of the Transaction, each share of Discover series C preferred stock and Discover series D preferred stock [have been]/[will be] canceled and converted into the right to receive one (1) share of Capital One series O preferred stock or Capital One series P preferred stock, respectively.
In connection with the Transaction, each outstanding Discover depositary share representing a 1/100th interest in a share of the applicable series of Discover preferred stock will become a new Capital One depositary share and will represent a 1/100th interest in a share of the applicable series of new Capital One preferred stock. Please contact Computershare for any further questions regarding your depository shares representing an interest in Discover preferred stock. See Question 15 above for Computershare’s contact information.