NEW YORK COMMUNITY BANCORP INC (Form: 8-K, Received: 04/27/2022 06:47:58)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 27, 2022 (April 26, 2022)

NEW YORK COMMUNITY BANCORP, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-31565

06-1377322

(State or other jurisdiction of

incorporation or organization)

Commission

File Number

(I.R.S. Employer

Identification No.)

102 Duffy Avenue, Hicksville, New York 11801

(Address of principal executive offices)

(516) 683-4100

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	NYCB	New York Stock Exchange
Bifurcated Option Note Unit SecuritiES SM	NYCB PU	New York Stock Exchange
Fixed-to-Floating Rate Series A Noncumulative Perpetual Preferred Stock, $0.01 par value	NYCB PA	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

CURRENT REPORT ON FORM 8-K

Item 1.01

Entry into a Material Definitive Agreement

On April 26, 2022, New York Community Bancorp, Inc., a Delaware corporation (“NYCB”), entered into Amendment No. 1 (the “Amendment”) to the Agreement and Plan of Merger, dated April 24, 2021 (the “Merger Agreement”), by and among NYCB, 615 Corp., a Delaware corporation and a direct, wholly-owned subsidiary of NYCB (“Merger Sub”) and Flagstar Bancorp, Inc., a Michigan corporation (“Flagstar”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Merger Agreement.

Under the Amendment, NYCB, Merger Sub and Flagstar have agreed to amend the Merger Agreement as follows:

Extend the Termination Date to October 31, 2022.

Change the structure of the Bank Merger, so that Flagstar Bank, FSB will initially convert to a national bank charter and New York Community Bank will merge with and into the national bank, with the national bank as the surviving entity in the Bank Merger.

Amend the definition of Requisite Regulatory Approvals such that approvals of the FDIC and NYDFS are no longer required, replacing such approvals with the approval of the OCC.

Other than as expressly modified by the Amendment, the Merger Agreement, which was filed as an Exhibit 2.1 to the Current Report on Form 8-K filed by NYCB with the Securities and Exchange Commission on April 27, 2021, remains in full force and effect. The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amendment, which is attached as Exhibit 2.1 hereto and incorporated herein by reference.

Item 7.01

Regulation FD Disclosure

On April 27, 2022, NYCB and Flagstar issued a joint press release about the Amendment. The joint press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The preceding information, as well as Exhibit 99.1 referenced therein, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits


Exhibit Number		Description of Exhibit

Exhibit 2.1		Amendment No. 1, dated April 26, 2022, to the Agreement and Plan of Merger, dated April 24, 2021 by and among New York Community Bancorp, Inc., 615 Corp. and Flagstar Bancorp, Inc.

Exhibit 99.1		Joint Press Release, dated April 27, 2022.

Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Cautionary Statements Regarding Forward-Looking Information

Certain statements in this Current Report may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to NYCB’s and Flagstar’s beliefs, goals, intentions, and expectations regarding revenues, earnings, loan production, asset quality, capital levels, and acquisitions, among other matters; NYCB’s and Flagstar’s estimates of future costs and benefits of the actions each company may take; NYCB’s and Flagstar’s assessments of probable losses on loans; NYCB’s and Flagstar’s assessments of interest rate and other market risks; and NYCB’s and Flagstar’s ability to achieve their respective financial and other strategic goals.

Forward-looking statements are typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “should,” and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which change over time. These forward-looking statements include, without limitation, those relating to the terms, timing and closing of the proposed transaction.

Additionally, forward-looking statements speak only as of the date they are made; NYCB and Flagstar do not assume any duty, and do not undertake, to update such forward-looking statements. Furthermore, because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those indicated in such forward-looking statements as a result of a variety of factors, many of which are beyond the control of NYCB and Flagstar. The factors that could cause actual results to differ materially include the following: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement among NYCB, 615 Corp. and Flagstar; the outcome of any legal proceedings that may be instituted against NYCB or Flagstar; the possibility that the proposed transaction will not close when expected or at all because required regulatory or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated; the ability of NYCB and Flagstar to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of NYCB and/or Flagstar; the possibility that the anticipated benefits of the proposed transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where NYCB and Flagstar do business; certain restrictions during the pendency of the proposed transaction that may impact the parties’ ability to pursue certain business opportunities or strategic transactions; the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the proposed transaction within the expected timeframes or at all and to successfully integrate Flagstar’s operations and those of NYCB; such integration may be more difficult, time consuming or costly than expected; revenues following the proposed transaction may be lower than expected; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; NYCB’s and Flagstar’s success in executing their respective business plans and strategies and managing the risks involved in the foregoing; the dilution caused by NYCB’s issuance of additional shares of its capital stock in connection with the proposed transaction; and other factors that may affect future results of NYCB and Flagstar; and the other factors discussed in the “Risk Factors” section of NYCB’s Annual Report on Form 10-K for the year ended December 31, 2021 and in other reports NYCB files with the U.S. Securities and Exchange Commission (the “SEC”), which are available at http://www.sec.gov and in the “SEC Filings” section of NYCB’s website, https://ir.mynycb.com, under the heading “Financial Information,” and in Flagstar’s Annual Report on Form 10-K for the year ended December 31, 2021 and in Flagstar’s other filings with SEC, which are available at http://www.sec.gov and in the “Documents” section of Flagstar’s website, https://investors.flagstar.com.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: April 27, 2022						NEW YORK COMMUNITY BANCORP, INC.

						/s/ Salvatore J. DiMartino
						Salvatore J. DiMartino
						Executive Vice President
						Chief of Staff to the CEO

Exhibit 2.1

EXECUTION VERSION

AMENDMENT NO. 1 TO

AGREEMENT AND PLAN OF MERGER

This AMENDMENT NO. 1, dated as of April 26, 2022 (this “Amendment”), amends the Agreement and Plan of Merger, dated as of April 24, 2021 (the “Agreement”), by and among New York Community Bancorp, Inc., a Delaware corporation (“NYCB”), 615 Corp., a Delaware corporation and direct, wholly-owned subsidiary of NYCB (“Merger Sub”), and Flagstar Bancorp, Inc., a Michigan corporation (“Flagstar”). Capitalized terms used and not defined herein have the meanings ascribed to such terms in the Agreement.

RECITAL:

WHEREAS, the parties to the Agreement now desire to amend the Agreement in accordance with Section 9.1 of the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and in reliance upon the representations, warranties, conditions, agreements and covenants contained herein, and intending to be legally bound hereby, the parties hereto do hereby agree as follows:

1.	Amendments.

(a)

Recital B of the Agreement is hereby amended and restated as follows:

“Unless otherwise agreed to in writing by NYCB and Flagstar, (i) promptly on the day after the day on which the Merger and the Holdco Merger occur, Flagstar Bank, FSB, a federally chartered stock savings bank and Subsidiary of Flagstar (“Flagstar Bank”), will convert from a federal savings bank into a national banking association (such resulting entity, “NewNB” and such conversion, the “Conversion”), and (ii) promptly following the Conversion, New York Community Bank, a New York State-chartered savings bank and Subsidiary of NYCB (“NYCB Bank”), will, subject to the terms and conditions set forth herein and in the Bank Merger Agreement, merge with and into NewNB (the “Bank Merger”), so that NewNB is the surviving bank in the Bank Merger (hereinafter sometimes referred to in such capacity as the “Surviving Bank”).”

(b)

Section 1.13 of the Agreement is hereby amended and restated as follows:

“Conversion and Bank Merger.

(a) Unless otherwise agreed to in writing by NYCB and Flagstar, promptly on the day after the day on which the Merger and the Holdco Merger occur, subject to the terms and conditions of this Agreement, in accordance with 12 CFR 5.24 and applicable provisions of the National Bank Act (together with its implementing regulations, the “NBA”), Flagstar Bank shall convert from a federal savings bank into a national banking association.

(b) Unless otherwise agreed to in writing by NYCB and Flagstar, promptly following the Conversion, NYCB Bank shall merge with and into NewNB. NewNB shall be the Surviving Bank in the Bank Merger and, following the Bank Merger, the separate corporate existence of NYCB Bank shall terminate. The Bank Merger shall be implemented pursuant to the Amended and Restated Agreement and Plan of Merger to be entered into by and between NYCB Bank and NewNB, in the form agreed to by the parties as of the date of Amendment No. 1 to this Agreement. Each of NYCB and Flagstar shall approve the Bank Merger Agreement and the Bank Merger as the sole voting shareholder of NYCB Bank and NewNB, respectively, and NYCB and Flagstar shall, and shall cause NYCB Bank and NewNB, respectively, to, execute any certificates or articles of merger and such other agreements, documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) at the Bank Merger Effective Time. The Bank Merger shall become effective promptly following the Conversion or at such date and time as specified in the Bank Merger Agreement in accordance with applicable law (such date and time hereinafter referred to as the “Bank Merger Effective Time”). Each of NYCB and Flagstar hereby waives any newspaper publication requirement under the NBA with respect to its approval of the Bank Merger Agreement as the sole voting shareholder of NYCB Bank and NewNB, respectively.”

(c)

Section 3.4 of the Agreement is hereby amended by:

(i)

deleting the text in clause (c) and clause (d) and replacing such deleted text in each such clause with the following text: “[RESERVED]”;

(ii)

amending and restating clause (e) as follows: “the filing of any required applications, filings and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC”) and approval or waiver of such applications, filings and notices,”; and

(iii)

amending and restating clause (f) as follows: “the filing of any required applications, filings and notices, as applicable, with any state bank regulatory authority with respect to NewNB’s establishment and operation of branches and other offices in connection with the Conversion and Bank Merger, and the approvals or waivers of such applications, filings and notices,”; and

(iv)

deleting the reference to “(including the Holdco Merger and the Bank Merger)” that appears in clause (iii) therein and replacing such deleted reference with “(including the Holdco Merger, the Conversion and the Bank Merger)”.

(d)

Section 4.4 of the Agreement is hereby amended and restated as follows:

(i)

deleting the text in clause (c) and clause (d) and replacing such deleted text in each such clause with the following text: “[RESERVED]”;

(ii)

amending and restating clause (e) as follows: “the filing of any required applications, filings and notices, as applicable, with the OCC and approval or waiver of such applications, filings and notices,”;

(iii)

- 2 -

(iv)

(e)

Section 6.1(b) of the Agreement is hereby amended by:

(i)

deleting the reference to “within forty (40) days of the date of this Agreement” that appears therein and replacing such deleted reference with “by May 16, 2022”;

(ii)

deleting the reference to “(including the Merger, the Holdco Merger and Bank Merger)” that appears in clause (i) therein and replacing such deleted reference with “(including the Merger, the Holdco Merger, the Conversion and the Bank Merger)”; and

(iii)

amending and restating clause (i) of the definition of “Requisite Regulatory Approvals” as follows: “from the Federal Reserve Board, the OCC and the Mortgage Agencies and, with respect to NewNB’s establishment and operation of branches and other offices in connection with the Conversion and Bank Merger, any state bank regulatory authority”.

(f)

Section 6.2(b) of the Agreement is hereby amended by adding the following text after the words “between NYCB and Flagstar” that appear therein: “, as amended by Amendment No. 1 thereto, dated as of April 26, 2022”.

(g)

Section 6.6(a) of the Agreement is hereby amended by deleting the reference to “December 31, 2022” that appears in the first sentence and last sentence therein and, in each case, replacing such deleted reference with “December 31, 2023”.

(h)

Section 6.15 of the Agreement is hereby amended by adding the following language after the last sentence therein:

“At the written request of a party to the other party, the parties shall consider and negotiate in good faith a change to, or the restructuring of, the Conversion or Bank Merger or other transactions or matters affecting the Requisite Regulatory Approvals in a manner mutually determined by the parties to address any material matter, financial or otherwise, or material structural consideration with respect thereto or to make it more likely that the Merger will be consummated on or prior to the Termination Date. Notwithstanding the parties’ obligations, covenants and agreements in this Section 6.15, the parties’ performance or compliance with this Section 6.15 shall not affect Flagstar’s or NYCB’s right to terminate the Merger Agreement in accordance with the terms of Section 8.1(c) following the Termination Date.”

(i)

Section 8.1(c) set forth in the Agreement is hereby amended and restated as follows:

- 3 -

“by either NYCB or Flagstar if the Merger shall not have been consummated on or before October 31, 2022 (the “Termination Date”); provided, that the right to terminate this Agreement under this Section 8.1(c) shall not be available to a party if the failure of the Closing to occur by the Termination Date is due to the failure of such party to perform or observe the obligations, covenants and agreements of such party set forth herein;”

(j)

Section 9.6 of the Agreement is hereby amended by adding the following text between “the Holdco Merger” and “and the Bank Merger” in clause (e) of the twelfth sentence therein: “, the Conversion”.

2.	Miscellaneous.

(a) Except as expressly amended and/or superseded by this Amendment, the Agreement remains and shall remain in full force and effect. This Amendment shall not constitute an amendment or waiver of any provision of the Agreement, except as expressly set forth herein. Upon the execution and delivery hereof, the Agreement shall thereupon be deemed to be amended and supplemented as set forth herein. This Amendment and the Agreement shall each henceforth be read, taken and construed as one and the same instrument, but such amendments and supplements shall not operate so as to render invalid or improper any action heretofore taken under the Agreement. If and to the extent there are any inconsistencies between the Agreement and this Amendment with respect to the matters set forth herein, the terms of this Amendment shall control. References in the Agreement or in any of the other Transaction Agreements to the Agreement shall be deemed to mean the Agreement as amended by this Amendment.

(d) Section 9.1, Section 9.2, Section 9.3, Section 9.4, Section 9.5, Section 9.6 (as amended by Section 1(j) of this Amendment), Section 9.8, Section 9.9, Section 9.10, Section 9.11, Section 9.12, Section 9.13, Section 9.14 and Section 9.16 of the Agreement are each hereby incorporated by reference mutatis mutandis.

[Signature pages follow]

- 4 -

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their respective officers thereunto duly authorized, all as of the date first written above.


NEW YORK COMMUNITY BANCORP, INC.

By:	/s/ Thomas R. Cangemi
	Name:	Thomas R. Cangemi
	Title:	Chairman, President and Chief Executive Officer

615 CORP.

By:	/s/ R. Patrick Quinn
	Name:	R. Patrick Quinn
	Title:	Secretary

[Signature Page to Amendment No. 1 to Agreement and Plan of Merger]


FLAGSTAR BANCORP, INC.

By:		/s/ Alessandro P. Dinello
Name:		Alessandro P. Dinello
Title:		President and CEO

[Signature Page to Amendment No. 1 to Agreement and Plan of Merger]

Exhibit 99.1

FOR IMMEDIATE RELEASE

New York Community Bancorp, Inc.:

Investor/Media Contact: Salvatore J. DiMartino

(516) 683-4286

Flagstar Bancorp, Inc.:

Investor/Contact: Kenneth Schellenberg

(248) 312-5741

Media Contact: Susan Bergesen

(248) 797-2207

NEW YORK COMMUNITY BANCORP, INC. AND FLAGSTAR BANCORP, INC.

EXTEND MERGER AGREEMENT

Hicksville, N.Y. and Troy, MI, April 27, 2022 – New York Community Bancorp, Inc. (NYSE: NYCB) (the “Company”) and Flagstar Bancorp, Inc. (“Flagstar”) (NYSE: FBC) today announced that they have mutually extended their merger agreement to October 31, 2022.

In connection with the extension, both parties amended the merger agreement to provide that the combined company’s ongoing banking operations will operate under a national bank charter. The Company and Flagstar each believe that a national bank charter is an appropriate charter for the combined company’s banking operations, especially taking into account Flagstar’s national mortgage banking business, which Flagstar has operated successfully for many years under the supervision of the Office of the Comptroller of the Currency (the “OCC”). Under the amended merger agreement, the necessary bank regulatory approvals required to consummate the merger are the approval of the Federal Reserve Board and the OCC.

About New York Community Bancorp, Inc.

Based in Hicksville, N.Y., New York Community Bancorp, Inc. is a leading producer of multi-family loans on non-luxury, rent-regulated apartment buildings in New York City, and the parent of New York Community Bank. At March 31, 2022, the Company reported assets of $61.0 billion, loans of $46.8 billion, deposits of $38.0 billion, and stockholders’ equity of $6.9 billion.

Reflecting our growth through a series of acquisitions, the Company operates 237 branches through eight local divisions, each with a history of service and strength: Queens County Savings Bank, Roslyn Savings Bank, Richmond County Savings Bank, Roosevelt Savings Bank, and Atlantic Bank in New York; Garden State Community Bank in New Jersey; Ohio Savings Bank in Ohio; and AmTrust Bank in Florida and Arizona.

About Flagstar Bancorp, Inc.

Flagstar Bancorp, Inc. (NYSE: FBC) is a $23.2 billion savings and loan holding company headquartered in Troy, Michigan. Flagstar Bank, FSB, provides commercial, small business, and consumer banking services through 158 branches in Michigan, Indiana, California, Wisconsin, and Ohio. It also provides home loans through a wholesale network of brokers and correspondents in all 50 states, as well as 82 retail locations in 28 states. Flagstar is a leading national originator and servicer of mortgage and other consumer loans, handling payments and record keeping for $300 billion of loans representing over 1.3 million borrowers.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the Company’s and Flagstar’s beliefs, goals, intentions, and expectations regarding revenues, earnings, loan production, asset quality, capital levels, and acquisitions, among other matters; the Company’s and Flagstar’s estimates of future costs and benefits of the actions each company may take; the Company’s and Flagstar’s assessments of probable losses on loans; the Company’s and Flagstar’s assessments of interest rate and other market risks; and the Company’s and Flagstar’s ability to achieve their respective financial and other strategic goals.

Additionally, forward-looking statements speak only as of the date they are made; the Company and Flagstar do not assume any duty, and do not undertake, to update such forward-looking statements. Furthermore, because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those indicated in such forward-looking statements as a result of a variety of factors, many of which are beyond the control of the Company and Flagstar. The factors that could cause actual results to differ materially include the following: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement among the Company, 615 Corp. and Flagstar; the outcome of any legal proceedings that may be instituted against the Company or Flagstar; the possibility that the proposed transaction will not close when expected or at all because required regulatory or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated; the ability of the Company and Flagstar to meet expectations regarding the timing, completion, and accounting and tax treatments of the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of the Company and/or Flagstar; the possibility that the anticipated benefits of the proposed transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies, or as a result of the strength of the economy and competitive factors in the areas where the Company and Flagstar do business; certain restrictions during the pendency of the proposed transaction that may impact the parties’ ability to pursue certain business opportunities or strategic transactions; the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the proposed transaction within the expected timeframes or at all, and to successfully integrate Flagstar’s operations and those of the Company; such integration may be more difficult, time consuming, or costly than expected; revenues following the proposed transaction may be lower than expected; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; the Company’s and Flagstar’s success in executing their respective business plans and strategies and managing the risks involved in the foregoing; the dilution caused by the Company’s issuance of additional shares of its capital stock in connection with the proposed transaction; and other factors that may affect future results of the Company and Flagstar; and the other factors discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and in other reports the Company files with the U.S. Securities and Exchange Commission (the “SEC”), which are available at http://www.sec.gov and in the “SEC Filings” section of the Company’s website, https://ir.mynycb.com, under the heading “Financial Information,” and in Flagstar’s Annual Report on Form 10-K for the year ended December 31, 2021 and in Flagstar’s other filings with the SEC, which are available at http://www.sec.gov and in the “Documents” section of Flagstar’s website, https://investors.flagstar.com.