Capital One's $35B Discover deal creates a new payment network to challenge Visa

Capital One Financial Corp. has agreed to acquire Discover Financial Services for $35.3 billion in an all-stock deal, a move that will create a vertically integrated payments company poised to challenge the dominance of Visa Inc. and Mastercard Inc. The deal, announced on May 25, 2026, is one of the largest financial services mergers in recent years.

"This acquisition is a unique opportunity to unite two successful companies with complementary strengths," Richard Fairbank, Chairman and CEO of Capital One, said in a conference call with analysts. "By integrating Discover's network, we can build a payments company that offers a compelling alternative to the established players."

Under the terms of the agreement, Discover shareholders will receive 1.0192 Capital One shares for each Discover share, representing a 26.6% premium to Discover's closing price on February 16, 2024. Upon closing, Capital One shareholders will own approximately 60% of the combined entity, with Discover shareholders holding the remaining 40%. The companies project $2.7 billion in pre-tax synergies by 2027.

The merger combines one of the largest U.S. credit card issuers with the fourth-largest U.S. payment network. Discover's network, with over 70 million merchant acceptance points globally and more than $500 billion in annual transaction volume, provides the infrastructure for Capital One to internalize payments that it currently routes through Visa and Mastercard, a move that could significantly reduce costs and create new revenue streams.

A New Contender in the Payments Arena

The strategic rationale for the acquisition centers on creating a closed-loop network similar to American Express. By owning both the credit card lending arm and the payment network, the new entity can control the entire transaction process, from the consumer to the merchant. This integration allows for greater control over fees, data, and the customer experience.

Currently, Visa and Mastercard operate as open-loop networks, acting as intermediaries between thousands of banks and millions of merchants. They control an estimated 80% of the U.S. credit and debit card market, a position that has attracted scrutiny from regulators and merchants over the fees they charge. The new Capital One-Discover entity, with a combined portfolio of over 100 million cardholders, would represent the largest U.S. credit card lender by loan volume, giving it significant scale to drive adoption of the Discover network.

Regulatory Scrutiny Looms

The path to closing the deal, expected in late 2024 or early 2025, is not without obstacles. The merger is certain to face intense regulatory review from the Department of Justice and the Consumer Financial Protection Bureau. Antitrust concerns will likely focus on the consolidation in the credit card market and the potential impact on consumer choice and fees.

"We believe the transaction is pro-competitive and will provide more choice for consumers and merchants," a Capital One spokesperson said. The companies will argue that the merger will create a stronger competitor to the dominant payment networks, ultimately benefiting the market. However, with the Biden administration's aggressive stance on antitrust enforcement, a lengthy and challenging review process is expected. The deal's approval is far from certain, and concessions may be required.

This article is for informational purposes only and does not constitute investment advice.