Discover Financial Services 54,054,055 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • July 13th, 2009 • Discover Financial Services • Personal credit institutions • New York
Discover Financial Services, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 54,054,055 shares of common stock, par value $0.01 per share (the “Common Stock”) of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 8,108,108 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
Discover Financial Services Underwriting Agreement November 21, 2022Underwriting Agreement • November 29th, 2022 • Discover Financial Services • Personal credit institutions • New York
Discover Financial Services, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $750,000,000 principal amount of its 6.700% Senior Notes due 2032 (the “Securities”). The Securities will be issued pursuant to the Senior Indenture dated as of June 12, 2007 (the “Senior Indenture”) as supplemented by an officer’s certificate establishing the terms of Securities pursuant to Section 2.03 of the Senior Indenture (the “Officer’s Certificate”) to be dated November 29, 2022 (as so supplemented, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”).
DISCOVER FINANCIAL SERVICES Senior Notes Due November 21, 2022 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 21st, 2012 • Discover Financial Services • Personal credit institutions • New York
Discover Financial Services, a Delaware corporation (the “Company”), proposes to exchange up to $500,000,000 in the aggregate of the issued and outstanding 8.70% Subordinated Notes Due 2019 issued by Discover Bank, a subsidiary of the Company (the “Existing Securities”), upon the terms set forth in a dealer manager agreement of even date herewith (the “Dealer Manager Agreement”), for up to $500,000,000 aggregate principal amount of the Company’s Senior Notes Due 2022 (the “Initial Securities”). The Initial Securities will be issued pursuant to an Indenture, dated as of July 12, 2007 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), and an officers’ certificate, dated November 21, 2012, setting forth the terms of the Initial Securities (the “Officers’ Certificate”). As an inducement to the holders of the Existing Securities to exchange the Existing Securities and in satisfaction of a condition to the obligations of the Company under t
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 12th, 2007 • Discover Financial Services • Personal credit institutions • New York
This REGISTRATION RIGHTS AGREEMENT dated June 12, 2007 (the “Agreement”) is entered into by and among Discover Financial Services, a Delaware corporation (the “Company”), and Morgan Stanley & Co. Incorporated (“Morgan Stanley”), as representative (the “Representative”) of the several initial purchasers listed on Schedule I (the “Initial Purchasers”) to the Purchase Agreement dated June 12, 2007 (the “Purchase Agreement”) with the Company. The Purchase Agreement provides for the sale by the Company to the Initial Purchasers of $800,000,000 aggregate principal amount of the Company’s Securities (as defined below). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.
DEPOSIT AGREEMENT among DISCOVER FINANCIAL SERVICES, COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of June 22, 2020Deposit Agreement • June 22nd, 2020 • Discover Financial Services • Personal credit institutions • New York
DEPOSIT AGREEMENT dated as of June 22, 2020, among (i) Discover Financial Services, a Delaware corporation, (ii) Computershare Inc., a Delaware corporation, and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, and (iii) the Holders from time to time of the Receipts described herein.
SELLING AGENT AGREEMENT by and among Discover Financial Services and Incapital LLC (as Purchasing Agent) and the Agents named herein from time to time September 8, 2015Selling Agent Agreement • September 8th, 2015 • Discover Financial Services • Personal credit institutions • Illinois
This Agreement may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Facsimile signatures shall be deemed original signatures.
DEPOSIT AGREEMENT among DISCOVER FINANCIAL SERVICES, COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of October 31, 2017Deposit Agreement • October 31st, 2017 • Discover Financial Services • Personal credit institutions • New York
DEPOSIT AGREEMENT dated as of October 31, 2017, among (i) Discover Financial Services, a Delaware corporation, (ii) Computershare Inc., a Delaware corporation, and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, and (iii) the Holders from time to time of the Receipts described herein.
FISCAL AND PAYING AGENCY AGREEMENT Between DISCOVER BANK Issuer and U.S. BANK NATIONAL ASSOCIATION Fiscal and Paying Agent Dated as of February 6, 2020 2.700% Notes Due 2030Fiscal and Paying Agency Agreement • February 6th, 2020 • Discover Financial Services • Personal credit institutions • New York
This FISCAL AND PAYING AGENCY AGREEMENT (the “Agreement”) is entered into as of February 6, 2020 by and between Discover Bank, as Issuer (the “Bank”), and U.S. Bank National Association as Fiscal and Paying Agent (the “Fiscal and Paying Agent”).
DEPOSIT AGREEMENT among DISCOVER FINANCIAL SERVICES, COMPUTERSHARE SHAREOWNER SERVICES LLC, as Depositary, Transfer Agent and Registrar, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of October 16, 2012Deposit Agreement • October 16th, 2012 • Discover Financial Services • Personal credit institutions • New York
DEPOSIT AGREEMENT dated as of October 16, 2012, among (i) Discover Financial Services, a Delaware corporation, (ii) Computershare Shareowner Services LLC and (iii) the Holders from time to time of the Receipts described herein.
SEPARATION AND DISTRIBUTION AGREEMENT by and between MORGAN STANLEY and DISCOVER FINANCIAL SERVICES Dated as of June 29, 2007Separation and Distribution Agreement • July 5th, 2007 • Discover Financial Services • Personal credit institutions • New York
SEPARATION AND DISTRIBUTION AGREEMENT dated as of June 29, 2007 (the “Agreement”) between Morgan Stanley, a Delaware corporation (“Morgan Stanley”), and Discover Financial Services, a Delaware corporation (“Discover”).
FISCAL AND PAYING AGENCY AGREEMENT Between DISCOVER BANK Issuer and U.S. BANK NATIONAL ASSOCIATION Fiscal and Paying Agent Dated as of August 9, 2018 4.682% Fixed-to-Fixed Rate Subordinated Notes Due 2028Fiscal and Paying Agency Agreement • August 9th, 2018 • Discover Financial Services • Personal credit institutions • New York
This FISCAL AND PAYING AGENCY AGREEMENT (the “Agreement”) is entered into as of August 9, 2018 by and between Discover Bank, as Issuer (the “Bank”), and U.S. Bank National Association as Fiscal and Paying Agent (the “Fiscal and Paying Agent”).
TAX SHARING AGREEMENT between MORGAN STANLEY, on behalf of itself and the members of the Distributing Group, and DISCOVER FINANCIAL SERVICES, on behalf of itself and the members of the Controlled GroupTax Sharing Agreement • July 5th, 2007 • Discover Financial Services • Personal credit institutions • New York
This Agreement is entered into as of the 30th day of June, 2007 between Morgan Stanley (“Distributing”), a Delaware corporation, on behalf of itself and the members of the Distributing Group, as defined below, and Discover Financial Services (“Controlled”), a Delaware corporation, on behalf of itself and the members of the Controlled Group, as defined below.
UNITED STATES DEPARTMENT OF THE TREASURY Washington, D.C. 20220 March 13, 2009Securities Purchase Agreement • March 13th, 2009 • Discover Financial Services • Personal credit institutions
Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms dated of as of the date of this letter agreement (the “Securities Purchase Agreement”) between United States Department of Treasury (“Investor”) and the company named on the signature page hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement.
PURCHASE PRICE ADJUSTMENT AGREEMENTPurchase Price Adjustment Agreement • January 26th, 2011 • Discover Financial Services • Personal credit institutions • Delaware
PURCHASE PRICE ADJUSTMENT AGREEMENT (this “Agreement”), dated as of September 17, 2010, by and among Citibank, N.A., a national banking association (“CBNA”), The Student Loan Corporation, a Delaware corporation (the “Company”), and Discover Bank, a Delaware banking corporation (“Buyer” and, collectively with CBNA and the Company, the “Parties”).
Confidential Subject to Fed. R. Evid. 408 Release and Settlement Agreement Definitions.Release and Settlement Agreement • October 28th, 2008 • Discover Financial Services • Personal credit institutions • Illinois
AGREEMENT AND PLAN OF MERGER by and among DISCOVER FINANCIAL SERVICES, CAPITAL ONE FINANCIAL CORPORATION AND VEGA MERGER SUB, INC. Dated as of February 19, 2024Merger Agreement • February 22nd, 2024 • Discover Financial Services • Personal credit institutions • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of February 19, 2024 (this “Agreement”), by and among Capital One Financial Corporation, a Delaware corporation (“Capital One”), Discover Financial Services, a Delaware corporation (“Discover”), and Vega Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Capital One (“Merger Sub”).
by and between MORGAN STANLEY and DISCOVER FINANCIAL SERVICES Dated as of June 30, 2007u.s. Employee Matters Agreement • July 5th, 2007 • Discover Financial Services • Personal credit institutions • New York
THIS U.S. EMPLOYEE MATTERS AGREEMENT dated as of June 30, 2007 between Morgan Stanley, a Delaware corporation (“Morgan Stanley”), and Discover Financial Services, a Delaware corporation (“Discover”) (collectively, the “Parties”).
Written Agreement by and between Docket No. 15-013-WA/RB-HC DISCOVER FINANCIAL SERVICES Riverwoods, Illinois and FEDERAL RESERVE BANK OF CHICAGO Chicago, IllinoisWritten Agreement • May 28th, 2015 • Discover Financial Services • Personal credit institutions
WHEREAS, Discover Financial Services, Riverwoods, Illinois (“DFS”), a registered bank holding company, owns and controls Discover Bank, Greenwood, Delaware (the “Bank”), a state-chartered bank that is regulated by the Federal Deposit Insurance Corporation (the “FDIC”) and the Delaware Office of the State Bank Commissioner; another insured depository institution; and various nonbank subsidiaries, including those that settle and clear credit card transactions;
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 26th, 2011 • Discover Financial Services • Personal credit institutions • Delaware
INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of September 17, 2010, by and between Citibank, N.A., a national banking association (“CBNA”), and Discover Bank, a Delaware banking corporation (“Buyer” and, together with CBNA, the “Parties”).
TRANSITION SERVICES AGREEMENT by and between MORGAN STANLEY and DISCOVER FINANCIAL SERVICES Dated as of [ ], 2007Transition Services Agreement • June 1st, 2007 • Discover Financial Services • Personal credit institutions • New York
This Transition Services Agreement (this “Agreement”) is entered into as of [ ], 2007 by and between Morgan Stanley, a Delaware corporation (“Morgan Stanley”), and Discover Financial Services, a Delaware corporation (“Discover”).
AGREEMENT AND PLAN OF MERGER by and among DISCOVER BANK, ACADEMY ACQUISITION CORP. and THE STUDENT LOAN CORPORATION Dated as of September 17, 2010Merger Agreement • January 26th, 2011 • Discover Financial Services • Personal credit institutions • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of September 17, 2010 (this “Agreement”), by and among Discover Bank, a Delaware banking corporation (“Buyer”), Academy Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Buyer (“Acquisition Sub”), and The Student Loan Corporation, a Delaware corporation (the “Company”).
EXECUTIVE COMPENSATION AGREEMENTExecutive Compensation Agreement • April 8th, 2009 • Discover Financial Services • Personal credit institutions • Illinois
This Executive Compensation Agreement (the “Agreement”) is made and entered into effective as of March 13, 2009, by and between Discover Financial Services, a Delaware corporation (the “Company”), and the executive name below (the “Executive”).
Citigroup Inc.Purchase Price Adjustment Agreement • January 26th, 2011 • Discover Financial Services • Personal credit institutions
Reference is made to (a) the Purchase Price Adjustment Agreement, dated as of September 17, 2010 (the “Purchase Price Adjustment Agreement”), by and among Citibank, N.A., a national banking association (“CBNA”), The Student Loan Corporation, a Delaware corporation (the “Company”), and Discover Bank, a Delaware banking corporation (“Buyer” and, collectively with CBNA and the Company, the “Parties”) and (b) the Commutation Agreement and Release, effective as of December 30, 2010, by and between United Guaranty Commercial Insurance Company of North Carolina, a North Carolina insurer (“United Guaranty”) and the Company (the “Commutation Agreement”). Capitalized terms not otherwise defined herein shall have the same meanings assigned to them in the Purchase Price Adjustment Agreement unless otherwise noted.
PURCHASE AGREEMENT by and between DISCOVER BANK and SANTIAGO HOLDINGS, LP Dated as of July 17, 2024Purchase Agreement • July 17th, 2024 • Discover Financial Services • Personal credit institutions • Delaware
THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 17, 2024, by and between Discover Bank, a Delaware state chartered non-member bank (“Seller”), and Santiago Holdings, LP, an Ontario limited partnership (“Buyer”). Seller and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
ASSET PURCHASE AGREEMENT by and betweenAsset Purchase Agreement • September 28th, 2011 • Discover Financial Services • Personal credit institutions • New York
This ASSET PURCHASE AGREEMENT (as the same may be amended or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of August 31, 2011 (the “Commitment Date”) is entered into by and between (i) Citibank, N.A., a national banking association, as the Seller (the “Seller”) and (ii) Discover Bank, a Delaware banking corporation, as the Buyer (the “Buyer”), and shall be effective upon execution by the parties hereto. The capitalized terms used and not otherwise defined herein have the meanings assigned thereto pursuant to Section 1.1 hereof.
at the address on file withSeparation Agreement • March 27th, 2024 • Discover Financial Services • Personal credit institutions • Illinois
This letter agreement (this “Agreement”), dated as of March 27, 2024 (the “Effective Date”) sets forth the terms we have agreed regarding your transition from Discover Financial Services (the “Company”), including your service through April 12, 2024 (the “Separation Date”) to support the Company’s transition to new leadership.
TRANSITIONAL TRADE MARK LICENCE AGREEMENTLicensing Agreement • June 1st, 2007 • Discover Financial Services • Personal credit institutions • England
Agreement by and between Morgan Stanley & Co. International PLC, a United Kingdom corporation with offices at 25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom (“Licensor”) and Goldfish Bank Limited, a United Kingdom corporation with offices at 2 Hertsmere House, Canary Wharf, London, E14 4AB, United Kingdom (“Licensee”) made this day of June, 2007 (the “Licence”) (collectively, the “parties”, individually, a “party”).
TRANSITIONAL TRADE MARK LICENCE AGREEMENTTransitional Trade Mark Licence Agreement • July 5th, 2007 • Discover Financial Services • Personal credit institutions • England
Agreement by and between Morgan Stanley & Co. International PLC, a United Kingdom corporation with offices at 25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom (“Licensor”) and Goldfish Bank Limited, a United Kingdom corporation with offices at 2 Hertsmere House, Canary Wharf, London, E14 4AB, United Kingdom (“Licensee”) made this 30th day of June, 2007 (the “Licence”) (collectively, the “parties”, individually, a “party”).
ContractCredit Agreement • April 14th, 2008 • Discover Financial Services • Personal credit institutions
AMENDMENT NO. 1, dated as of February 29, 2008, to the Credit Agreement referred to below, among DISCOVER FINANCIAL SERVICES, a Delaware corporation, DISCOVER BANK, a Delaware banking corporation, the SUBSIDIARY BORROWERS party from time to time thereto, the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
JOINT FILING AGREEMENTJoint Filing Agreement • May 13th, 2022 • Discover Financial Services • Personal credit institutions
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned individually acknowledges and agrees that the foregoing Statement on Schedule 13G is filed on behalf of such person and that subsequent amendments to this Statement on Schedule 13G may be filed on behalf of such person without the necessity of filing an additional joint filing agreement.
ContractCredit Agreement • April 8th, 2011 • Discover Financial Services • Personal credit institutions
AMENDMENT NO. 3, dated as of September 21, 2010, to the Credit Agreement referred to below, among DISCOVER FINANCIAL SERVICES, a Delaware corporation, DISCOVER BANK, a Delaware banking corporation, the SUBSIDIARY BORROWERS party from time to time thereto, the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
DISCOVER FINANCIAL SERVICES and U.S. BANK NATIONAL ASSOCIATION, as Trustee 10.250% Senior Notes due 2019 5.200% Senior Notes due 2022 3.850% Senior Notes due 2022 First Supplemental Indenture Dated as of May 8, 2018 to Senior Indenture Dated as of...First Supplemental Indenture • May 8th, 2018 • Discover Financial Services • Personal credit institutions • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of May 8, 2018 (this “First Supplemental Indenture”), between DISCOVER FINANCIAL SERVICES, a Delaware corporation (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a New York banking corporation, as trustee (the “Trustee”), supplementing the Indenture, dated as of June 12, 2007, between the Issuer and the Trustee (the “Base Indenture”)
FIRST AMENDMENT TO SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • February 12th, 2010 • Discover Financial Services • Personal credit institutions
This First Amendment (this “First Amendment”) to that certain Separation and Distribution Agreement dated as of June 29, 2007 (the “Separation and Distribution Agreement”), by and between Morgan Stanley, a Delaware corporation (“Morgan Stanley”), and Discover Financial Services, a Delaware corporation (“Discover”), is entered into as of this 11th day of February, 2010. Capitalized terms used in this First Amendment, but not defined herein, shall have the meaning assigned to such terms in the Separation and Distribution Agreement.
DISCOVER FINANCIAL SERVICESWaiver of Change of Control Benefits • November 27th, 2007 • Discover Financial Services • Personal credit institutions
TRANSITION SERVICES AGREEMENT by and between MORGAN STANLEY and DISCOVER FINANCIAL SERVICES Dated as of June 30, 2007Transition Services Agreement • July 5th, 2007 • Discover Financial Services • Personal credit institutions • New York
This Transition Services Agreement (this “Agreement”) is entered into as of June 30, 2007 by and between Morgan Stanley, a Delaware corporation (“Morgan Stanley”), and Discover Financial Services, a Delaware corporation (“Discover”).
