Notice2024-11028
Public Meeting: Proposal by Capital One Financial Corporation To Acquire Discover Financial Services and Discover Bank, and for Discover Bank To Merge With and Into Capital One, National Association
Primary source
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Published
May 20, 2024
Issuing agencies
Treasury DepartmentComptroller of the CurrencyFederal Reserve System
Abstract
A virtual public meeting will be held regarding the proposal by Capital One Financial Corporation, McLean, Virginia, to acquire Discover Financial Services, Riverwoods, Illinois, and thereby indirectly acquire Discover Bank, Greenwood, Delaware, pursuant to section 3 of the Bank Holding Company Act, and to indirectly acquire Discover Financial Services's ownership interest in certain nonbanking companies engaged in activities that are closely related to banking pursuant to sections 4(c)(8) and 4(j) of the Bank Holding Company Act; and for Discover Bank, Greenwood, Delaware, to merge with and into Capital One, National Association, McLean, Virginia, pursuant to the Bank Merger Act. The purpose of the meeting is to collect information related to factors the Board and OCC consider when making determinations under the Bank Holding Company Act and the Bank Merger Act.
Full Text
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<title>Federal Register, Volume 89 Issue 98 (Monday, May 20, 2024)</title>
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[Federal Register Volume 89, Number 98 (Monday, May 20, 2024)]
[Notices]
[Pages 43852-43854]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2024-11028]
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DEPARTMENT OF TREASURY
Office of the Comptroller of the Currency
FEDERAL RESERVE SYSTEM
Public Meeting: Proposal by Capital One Financial Corporation To
Acquire Discover Financial Services and Discover Bank, and for Discover
Bank To Merge With and Into Capital One, National Association
AGENCY: Board of Governors of the Federal Reserve System (Board) and
Office of the Comptroller of the Currency (OCC), Department of
Treasury.
ACTION: Notice of public meeting.
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SUMMARY: A virtual public meeting will be held regarding the proposal
by Capital One Financial Corporation, McLean, Virginia, to acquire
Discover Financial Services, Riverwoods, Illinois, and thereby
indirectly acquire Discover Bank, Greenwood, Delaware, pursuant to
section 3 of the Bank Holding Company Act, and to indirectly acquire
Discover Financial Services's ownership interest in certain nonbanking
companies engaged in activities that are closely related to banking
pursuant to sections 4(c)(8) and 4(j) of the Bank Holding Company Act;
and for Discover Bank, Greenwood, Delaware, to merge with and into
Capital One, National Association, McLean, Virginia, pursuant to the
Bank Merger Act. The purpose of the meeting is to collect information
related to factors the Board and OCC consider when making
determinations under the Bank Holding Company Act and the Bank Merger
Act.
DATES: The meeting date is July 19, 2024, from 9 a.m. to 5 p.m. eastern
daylight time (EDT). Members of the public seeking to make oral
comments during the virtual meeting must register by 12 p.m. EDT on
June 28, 2024, to be placed on a list of registered commenters and
receive specific instructions for participation. Members of the public
seeking to watch the virtual meeting (but not provide oral comments)
must register any time prior to 11:59 p.m. EDT on July 18, 2024.
FOR FURTHER INFORMATION CONTACT: OCC: Jason Almonte, Director for Large
Bank Licensing, Office of the Comptroller of the Currency, New York
Office, 7 Times Square, 10th Floor Mailroom, New York, New York 10036,
via email at <a href="/cdn-cgi/l/email-protection#472d2634282969262b2a282933220728242469333522263469202831"><span class="__cf_email__" data-cfemail="a8c2c9dbc7c686c9c4c5c7c6dccde8c7cbcb86dcdacdc9db86cfc7de">[email protected]</span></a>, or via telephone at (917)
344-3405. Federal Reserve: Brent Hassell, Assistant Vice President,
Federal Reserve Bank of Richmond, 701 East Byrd Street, Richmond,
Virginia 23219, via email at <a href="/cdn-cgi/l/email-protection#df9dadbab1abf197beacacbab3b39fadb6bcb7f1b9adbdf1b0adb8"><span class="__cf_email__" data-cfemail="622010070c164c2a031111070e0e22100b010a4c0410004c0d1005">[email protected]</span></a>, or via
telephone at (804) 697-2633, or Katherine Eike, Senior Analyst--
Supervision, Regulation and Credit/Community and Regional/Consumer
Affairs/Applications, Federal Reserve Bank of Richmond, 701 East Byrd
Street, Richmond, Virginia 23219, via email at <a href="/cdn-cgi/l/email-protection#0942687d6170274c60626c497b606a61276f7b6b27667b6e"><span class="__cf_email__" data-cfemail="99d2f8edf1e0b7dcf0f2fcd9ebf0faf1b7ffebfbb7f6ebfe">[email protected]</span></a>,
or via telephone at (804) 697-8971. For users who have hearing or
speech impairments, please call 711 from any telephone, anywhere in the
United States.
SUPPLEMENTARY INFORMATION:
I. Background and Public Meeting Notice
On March 21, 2024, Capital One, National Association, McLean,
Virginia (Capital One Bank), applied to the OCC to merge Discover Bank,
Greenwood, Delaware, with and into Capital One Bank pursuant to section
18(c) of the Federal Deposit Insurance Act (12 U.S.C. 1828(c)) (Bank
Application). On March 21, 2024, the Board received an application from
Capital One Financial Corporation (Capital One), McLean, Virginia, to
acquire Discover Financial Services, Riverwoods, Illinois, parent of
Discover Bank, pursuant to section 3 of the Bank Holding Company Act
(12 U.S.C. 1842) (Section 3 Application) and a notice from Capital One
to acquire certain nonbanking companies pursuant to sections 4(c)(8)
and 4(j) of the Bank Holding Company Act (12 U.S.C. 1843(c)(8) and
1843(j)) (Section 4 Notice, and together with the Section 3
Application, Holding Company Filings).\1\ The Board and OCC (agencies)
hereby announce that a public meeting on the Bank Application and the
Holding Company Filings (together, the applications) will be held, as
described below.
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\1\ As of the date of publication of this notice, these
nonbanking companies are: DFS Services LLC, Riverwoods, Illinois;
Discover Financial Services (Canada), Inc., Vancouver, British
Columbia, Canada; PULSE Network LLC, Houston, Texas; and Diners Club
International Ltd., Riverwoods, Illinois (collectively, Nonbanking
Companies).
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II. Purpose and Procedures
The public meeting will be held virtually. The virtual format will
expand public access to the proceedings for both viewers and those who
testify, and it will reduce travel and related costs associated with
attending in-person proceedings.
The purpose of the public meeting is to collect information
relating to the factors that the agencies consider under the applicable
statutes in acting on the applications. These factors include the
effects of the proposal on the convenience and needs of the communities
to be served by the combined organization; the insured depository
institutions' performance under the Community Reinvestment Act; the
impact of the proposal on competition in the relevant markets; the
effects of the proposal on the stability of the U.S. banking or
financial system; the financial and managerial resources and future
prospects of the companies and banks involved in the proposal; and the
effectiveness of the companies and banks in combatting money laundering
activities. In addition, in acting on the Section 4 Notice, the Board
considers whether the proposed acquisition of the Nonbanking Companies
can reasonably be expected to produce benefits to the public, such as
greater convenience, increased competition, or gains in efficiency,
that outweigh possible adverse effects, such as undue concentration of
resources, decreased or unfair competition, conflicts of interests,
unsound banking practices, or risk to the stability of the United
States banking or financial system. Witnesses may present oral
testimony in support of the proposed transactions, in opposition to the
proposed transactions, or without taking a position in support or
opposition.
Testimony at the public meeting will be presented virtually to a
panel consisting of Presiding Officers and other panel members
appointed by the Presiding Officers. The Presiding Officers will have
the authority and discretion to ensure that the meeting proceeds in a
fair and orderly manner.
[[Page 43853]]
The rules for taking evidence in an administrative proceeding will not
apply to the public meeting. In general, the role of the panel members
will be to listen to the oral testimony. The panel members may ask
questions of those who testify; however, the questions generally will
be limited to seeking clarification of statements made. Panel members
may question witnesses, but no cross-examination of witnesses will be
permitted. The public meeting will be transcribed, and the transcript
will be posted on the respective public websites of the Board and the
OCC.\2\
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\2\ Materials related to the applications are available on the
Board's website at <a href="https://www.federalreserve.gov/foia/capital-one-discover-application-materials.htm">https://www.federalreserve.gov/foia/capital-one-discover-application-materials.htm</a> and the OCC's website at <a href="https://occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html">https://occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html</a>.
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Information for Persons Wishing To Testify
All persons wishing to testify at the public meeting must submit a
written request to testify no later than 12 p.m. EDT on June 28, 2024,
through a link to the online registration website that will be made
available on the following web page by May 28, 2024: <a href="https://www.federalreserve.gov/foia/capital-one-discover-application-materials.htm">https://www.federalreserve.gov/foia/capital-one-discover-application-materials.htm</a>. The Board will provide the OCC with a copy of each
request to testify.
The online registration site will collect the following information
from persons requesting to testify: (i) the name, city and state,
telephone number, organization (if applicable), and email address of
the person testifying; (ii) a brief statement of the nature of the
expected testimony (including whether the testimony will support,
oppose, or neither support nor oppose the proposed transactions); and
(iii) the identification of any special needs, such as translation
services, or disabilities requiring assistance. Translators or
interpreters will be provided to the extent available if a need for
such services is noted in the request to testify.
Persons who wish to testify must be able to access the online
meeting platform using a computer, tablet, smart phone, or similar
mobile device and have a video camera on their computer or mobile
device. Persons who have registered to testify will be contacted by
agency staff prior to the meeting and provided with specific
instructions on participation (e.g., how to connect to the online
meeting), as well as an opportunity to attend a technical session on
how to connect to audio and video for the meeting.
In order to verify the identity of persons who have registered to
testify at the public meeting, each person will be required to attend
an identity verification session in advance of the public meeting,
where they must present a valid, government-issued photo identification
to agency staff using the video camera feature. Individuals who
register to testify will be contacted by email to schedule their
identity verification sessions.
Those wishing to submit a written version of their oral testimony
may, but need not, file the written submission with the Presiding
Officers via email to both <a href="/cdn-cgi/l/email-protection#31725e5c5c545f45421f5041415d58525045585e5f4271435852591f5743531f5e4356"><span class="__cf_email__" data-cfemail="a7e4c8cacac2c9d3d489c6d7d7cbcec4c6d3cec8c9d4e7d5cec4cf89c1d5c589c8d5c0">[email protected]</span></a> and to
<a href="/cdn-cgi/l/email-protection#4f03262c2a213c2621281f3a2d23262c0c2022222a213b3c0f202c2c613b3d2a2e3c61282039"><span class="__cf_email__" data-cfemail="f4b89d97919a879d9a93a48196989d97b79b9999919a8087b49b9797da8086919587da939b82">[email protected]</span></a> before the meeting begins, or
within three business days after the date of the meeting, and the
subject line of the email should state ``PUBLIC MEETING.'' No
presentation materials will be permitted to be used during the public
meeting due to technical considerations associated with a virtual
format.\3\
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\3\ The agencies will review written materials submitted through
the comment submission process and, as described below, written
comments relating to the application will be posted to the agencies'
respective public websites.
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Information for Persons Watching or Listening to the Meeting Without
Testifying
Persons interested in watching the public meeting (but not
testifying) must register by submitting their name and email address
through the online registration website that will be made available on
the following web page by May 28, 2024: <a href="https://www.federalreserve.gov/foia/capital-one-discover-application-materials.htm">https://www.federalreserve.gov/foia/capital-one-discover-application-materials.htm</a>. Registrants will
be provided information on accessing the online meeting platform.
Persons who wish to listen to the public meeting via telephone (but
not watch it or testify) need not register online and may access audio
of the meeting using a call-in number that will be available on July
18, 2024, on the registration web page at: <a href="https://www.federalreserve.gov/foia/capital-one-discover-application-materials.htm">https://www.federalreserve.gov/foia/capital-one-discover-application-materials.htm</a>. Persons attending via telephone will only be able to
listen to the meeting audio, and all phone lines will be placed on mute
to minimize disruption. Persons listening to the public meeting via
telephone will not be able to provide testimony and will not have the
ability to view the speakers or any other information that may be shown
on screen during the meeting.
Transcript of the Meeting
The agencies anticipate that a transcript of the public meeting
will be posted on each agency's respective public website. An audio or
video recording of the public meeting will not be retained by the
agencies.
Meeting Procedures
The Presiding Officers will prepare a schedule of the speakers who
are expected to testify and establish the order of presentation. To
ensure an opportunity for all interested commenters to present their
views, the Presiding Officers may limit the time for providing oral
comments and may establish other procedures related to the conduct of
the public meeting as appropriate. For instance, each person may be
permitted up to three minutes to testify. The Presiding Officers may
extend the end time of the meeting beyond 5 p.m. EDT, if additional
time is needed to accommodate demonstrated public interest.
Reasonable Accommodations
Persons who wish to request reasonable accommodations should submit
a request through the online registration website that will be made
available on the following web page by May 28, 2024: <a href="https://www.federalreserve.gov/foia/capital-one-discover-application-materials.htm">https://www.federalreserve.gov/foia/capital-one-discover-application-materials.htm</a>; or by calling Katherine Eike, Senior Analyst in the
Federal Reserve Bank of Richmond's Department of Supervision,
Regulation and Credit/Community and Regional/Consumer Affairs/
Applications, at (804) 697-8971. Requests should be made no later than
12 p.m. EDT on June 28, 2024. Requests submitted after this time may
not be possible to accommodate. Requests should include a detailed
description of the accommodation needed and a way for agency staff to
contact the requester if more information is needed regarding the
request.
Extension of the Comment Period
The Board is extending the comment periods on the Holding Company
Filings, and the OCC is extending the comment period on the Bank
Application, through 5 p.m. EDT on July 24, 2024.
Written comments regarding the Holding Company Filings may be
submitted to the Federal Reserve Bank of Richmond, Brent B. Hassell,
Assistant Vice President, P.O. Box 27622, Richmond, Virginia 23261, or
electronically to <a href="/cdn-cgi/l/email-protection#ce8da1a3a3aba0babde0afbebea2a7adafbaa7a1a0bd8ebca7ada6e0a8bcace0a1bca9"><span class="__cf_email__" data-cfemail="2a694547474f445e59044b5a5a4643494b5e434544596a58434942044c58480445584d">[email protected]</span></a>; or the offices of
the Board of Governors, Ann E. Misback, Secretary of the Board,
[[Page 43854]]
20th Street and Constitution Avenue NW, Washington, DC 20551-0001. In
general, all written comments will be made available on the Board's
website at <a href="https://www.federalreserve.gov/foia/capital-one-discover-application-materials.htm">https://www.federalreserve.gov/foia/capital-one-discover-application-materials.htm</a> as submitted. In general, comments received
will be made available without change and will not be modified to
remove personal or business information including confidential,
contact, or other identifying information. Comments should not include
any information such as confidential information that would not be
appropriate for public disclosure.
Written comments on the Bank Application may be submitted to Jason
Almonte, Director for Large Bank Licensing at
<a href="/cdn-cgi/l/email-protection#f6ba9f959398859f9891a683949a9f95b5999b9b93988285b6999595d88284939785d8919980"><span class="__cf_email__" data-cfemail="e6aa8f858388958f8881b693848a8f85a5898b8b83889295a6898585c89294838795c8818990">[email protected]</span></a> or Office of the Comptroller of
the Currency, New York Office, 7 Times Square, 10th Floor Mailroom, New
York, New York 10036. Written comments will be made available on OCC's
website at <a href="https://www.occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html">https://www.occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html</a>. In
general, the OCC will publish each comment without change, including
any business or personal information, name and address, email
addresses, and phone numbers. Comments received, including attachments
and other supporting material, are part of the public record and
subject to public disclosure. Do not enclose any information in a
comment or supporting material that is confidential or inappropriate
for public disclosure.
Privacy Note
The Board will make the public record of the Holding Company
Filings, including all comments received, the written copy of a
person's oral testimony at the public meeting (if a written copy is
provided to the agencies), and the transcript of the public meeting,
available on the Board's public website at: <a href="https://www.federalreserve.gov/foia/capital-one-discover-application-materials.htm">https://www.federalreserve.gov/foia/capital-one-discover-application-materials.htm</a>. The OCC will make the public record of the Bank
Application, including all comments received, the written copy of a
person's oral testimony at the public meeting (if a written copy is
provided to the agencies), and the transcript of the public meeting,
available on the OCC's public website at: <a href="https://www.occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html">https://www.occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html</a>. Persons submitting comments and/or
testimony are reminded to include only information that they wish to
make available to the public.
Theodore J. Dowd,
Acting Senior Deputy Comptroller and Chief Counsel.
By order of the Board of Governors of the Federal Reserve
System.
Ann E. Misback,
Secretary of the Board.
[FR Doc. 2024-11028 Filed 5-17-24; 8:45 am]
BILLING CODE 6210-01-P; 4810-33-P
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