8-KAcquisitions & DispositionsMaterial AgreementsExhibits & Filings

CAPITAL ONE FINANCIAL CORP 8-K Report, Material Agreement (May 1, 2012)

Filed May 1, 2012For Securities:COFCOF-PLCOF-PICOF-PKCOF-PNCOF-PJ

Summary

Capital One Financial Corporation (COF) filed an 8-K on May 1, 2012, announcing the completion of its acquisition of HSBC's U.S. credit card business. This significant transaction involved acquiring $28.2 billion in credit card receivables and $0.6 billion in other net assets for approximately $31.3 billion in cash, including a $2.5 billion premium. The filing also details the entry into a Purchaser Transition Services Agreement (TSA) with HSBC Technology & Services (USA) Inc. (HTSU). Under this agreement, HTSU will provide essential operational services for up to three years to facilitate the smooth integration of the acquired business. These services cover a broad range, including enterprise services, operations, IT, and fraud prevention. Investors should note that detailed financial statements and pro forma information related to this acquisition will be filed in a subsequent amendment.

Key Highlights

  • 1Capital One completed the acquisition of HSBC's U.S. credit card business on May 1, 2012.
  • 2The acquisition included $28.2 billion in credit card receivables and $0.6 billion in other net assets.
  • 3The total consideration paid was approximately $31.3 billion in cash, reflecting a $2.5 billion premium on receivables.
  • 4A Transition Services Agreement (TSA) was entered into with HTSU for operational support of the acquired business.
  • 5The TSA covers key areas such as enterprise services, operations, IT, and fraud/information security.
  • 6HTSU will provide services for up to two years, with an option for an additional year.
  • 7Full financial statements and pro forma information for the acquisition will be filed later via amendment.

Frequently Asked Questions

The main event reported is the completion of Capital One's acquisition of HSBC's U.S. credit card business.

Capital One paid approximately $31.3 billion in cash, which included a $2.5 billion premium on the credit card receivables acquired.

The TSA is an agreement with HSBC Technology & Services (HTSU) to provide essential operational services to Capital One for the acquired credit card business for a defined period, ensuring a smooth transition and integration.

Detailed financial statements and pro forma financial information related to the acquisition will be filed by amendment to this 8-K report no later than 71 days after the filing date of this report (May 1, 2012).