[Federal Register Volume 89, Number 98 (Monday, May 20, 2024)]
[Notices]
[Pages 43852-43854]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[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 [email protected], 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 [email protected], 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 [email protected], 
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 https://www.federalreserve.gov/foia/capital-one-discover-application-materials.htm and the OCC's website at https://occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html.
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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: https://www.federalreserve.gov/foia/capital-one-discover-application-materials.htm. 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 [email protected] and to 
[email protected] 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: https://www.federalreserve.gov/foia/capital-one-discover-application-materials.htm. 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: https://www.federalreserve.gov/foia/capital-one-discover-application-materials.htm. 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: https://www.federalreserve.gov/foia/capital-one-discover-application-materials.htm; 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 [email protected]; 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 https://www.federalreserve.gov/foia/capital-one-discover-application-materials.htm 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 
[email protected] 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 https://www.occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html. 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: https://www.federalreserve.gov/foia/capital-one-discover-application-materials.htm. 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: https://www.occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html. 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