Capital One to Buy North Fork for $14.6B

Capital One Financial Corp., (COF) one of the nation's largest credit card issuers, said Monday it has agreed to buy North Fork Bancorp. Inc. (NFB) in a stock and cash deal worth about $14.6 billion.

The combined company will have deposits of more than $84 billion, a managed loan portfolio of more than $143 billion, and 655 branches, making it one of the 10 largest banks in the United States and the third-largest retail depository institution in the New York region.

Financial holding company Capital One operates more than 300 bank branches in Louisiana and Texas through its subsidiary, Hibernia National Bank. North Fork, a regional bank holding company headquartered in New York, has some $58 billion in assets and operates in the Tri-state area.

Under the deal, which has been approved by both companies' boards, North Fork shareholders will receive cash or stock equal to $11.25 plus the value at closing of .2216 Capital One shares. Based on Friday's closing price, the transaction is valued at $31.18 per North Fork share, or a nearly a 23 percent premium.

The total transaction value of roughly $14.6 billion includes $5.2 billion in cash, which will be financed through a combination of internal resources and market financing.

The transaction, which is subject to shareholder and regulatory approval, is expected to close in the fourth quarter of 2006. Capital One expects the deal to achieve pretax cost savings of $275 million and boost its earnings beginning in 2008.

Capital One also affirmed its earnings-per-share guidance for 2006 of between $7.40 and $7.80 per share, excluding the impact of this transaction.

John A. Kanas, North Fork's chairman, president and chief executive, will become the president of Capital One's banking business and will join Capital One's board. Herb Boydstun, president of Capital One's existing banking subsidiary, will continue to lead Capital One's banking business in Louisiana and Texas.

Additionally, Capital One said it expects to repurchase about $3 billion of its common stock in the open market following the closing of the transaction.