Business Context and Reporting Period
This Form 8-K Current Report, dated December 1, 2006, announces the completion of the merger between Capital One Financial Corporation ("Capital One") and North Fork Bancorporation, Inc. ("North Fork"). Under the terms of the Merger Agreement dated March 12, 2006, North Fork merged with and into Capital One, with Capital One surviving as the sole entity.
Key Financial Metrics and Transaction Details
The filing details the consideration paid to North Fork stockholders but does not provide Capital One's standalone revenue, profit, cash flow, or margin data for the period.
- Total Consideration: Approximately $13.2 billion in cash and Capital One common stock.
- Exchange Ratio: Each North Fork share converted to either $28.144 in cash or 0.3692 of a Capital One share, subject to proration based on aggregate cash limits and shareholder elections.
- Financial Statements: Financial statements of the acquired business and pro forma financial information are not included in this filing; they are scheduled to be filed by amendment within 71 days.
Material Changes
The primary material change is the acquisition of North Fork Bancorporation, Inc., significantly altering Capital One's asset base and shareholder structure. Additionally, Capital One expanded its Board of Directors from nine to ten members.
Management Commentary, Governance, and Risks
Governance Changes: John Adam Kanas was appointed to Capital One's Board of Directors effective immediately following the merger. He serves in the class expiring at the 2009 annual meeting and will also serve as an executive officer. Consistent with company policy, he receives no compensation for his director service.
Contingencies and Unusual Items: The cash portion of the merger consideration is subject to proration due to limitations on the aggregate amount of cash Capital One can pay, depending on the elections made by other North Fork stockholders.
Investor Verification Checklist
- Verify the final pro forma financial impact of the merger once the amendment is filed within 71 days.
- Confirm the final split between cash and stock consideration paid to North Fork shareholders based on the proration results.
- Review the full Merger Agreement (Exhibit 2.1) for detailed terms and conditions not summarized in this report.
- Monitor future filings for the integration progress and any regulatory conditions associated with the acquisition.