What is the primary purpose of this 8-K filing?

This 8-K filing announces Capital One Financial Corporation's entry into a material definitive agreement to merge with North Fork Bancorporation, Inc. It provides details on the merger terms, valuation, and conditions for closing.

What is the total value of the proposed acquisition of North Fork?

The transaction is valued at approximately $14.6 billion, based on Capital One's stock price of $89.92 on March 10, 2006, and the agreed-upon merger consideration.

What will North Fork shareholders receive in the merger?

North Fork shareholders will have the option to receive, for each share of North Fork common stock, a combination of $11.25 in cash and 0.2216 shares of Capital One common stock. This consideration is subject to proration.

What are the key conditions for the merger to be completed?

The merger is subject to several conditions, including the approval of Capital One and North Fork shareholders, receipt of necessary regulatory approvals, and the absence of any prohibitory laws or orders. Accuracy of representations and warranties and compliance with covenants are also conditions.

CAPITAL ONE FINANCIAL CORP 8-K: Material Agreements

Summary

Capital One Financial Corporation (COF) announced a significant development on March 12, 2006, with the signing of an Agreement and Plan of Merger to acquire North Fork Bancorporation, Inc. This transaction, valued at approximately $14.6 billion, will see North Fork merge into Capital One, with Capital One as the surviving entity. The deal offers North Fork shareholders a mixed consideration of $11.25 in cash plus 0.2216 shares of Capital One common stock per North Fork share, subject to proration. This acquisition marks a substantial expansion for Capital One, aiming to integrate North Fork's operations and potentially enhance its market presence.

Key Highlights

1Capital One to acquire North Fork Bancorporation, Inc. for approximately $14.6 billion.
2The transaction is structured as a merger where North Fork will merge into Capital One.
3North Fork shareholders will receive a combination of cash ($11.25) and Capital One common stock (0.2216 shares) per share, subject to proration.
4The Boards of Directors of both companies have unanimously approved the merger agreement.
5The merger is subject to customary closing conditions, including shareholder and regulatory approvals.
6North Fork's President and CEO, John Adam Kanas, will join Capital One's Board of Directors upon completion of the merger.
7Both companies have entered into stock option agreements as part of the deal, granting options to purchase up to 19.9% of each other's common shares under certain circumstances.

CAPITAL ONE FINANCIAL CORP 8-K Report, Material Agreement (Mar 16, 2006)

Summary

Key Highlights

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