Summary
Capital One Financial Corporation (COF) announced the completion of its acquisition of substantially all of the ING Direct U.S. business on February 17, 2012. This significant transaction involved the payment of approximately $6.3 billion in cash and the issuance of 54,028,086 shares of Capital One common stock to the sellers. The acquisition, initially announced in June 2011, marks a major expansion for Capital One, particularly in the deposit-gathering and online banking space previously occupied by ING Direct. Investors should note that the Company has also settled forward share sale agreements entered into in July 2011. These transactions provided approximately $1.9 billion in net proceeds, which, along with existing liquidity and senior debt proceeds, were used to fund the ING Direct acquisition. The filing indicates that financial and pro forma statements related to the acquisition will be filed later via amendment, which will be crucial for a full understanding of the deal's impact.
Key Highlights
- 1Completion of the acquisition of substantially all of the ING Direct U.S. business from ING Groep N.V. and its affiliates.
- 2The total consideration for the acquisition was approximately $6.3 billion in cash and 54,028,086 shares of Capital One common stock.
- 3The acquisition was funded through a combination of cash, proceeds from a July 2011 senior debt offering, and approximately $1.9 billion in net proceeds from settled forward share sale transactions.
- 4The forward share sale transactions, entered into in July 2011, involved the issuance of 40,000,000 shares of common stock at a forward sale price of $48.17 per share.
- 5The issuance of shares as part of the acquisition consideration was made under an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.
- 6Capital One will file financial statements and pro forma financial information related to the acquired business by amendment within 71 days.