NEW YORK COMMUNITY BANCORP INC false 0000910073 0000910073 2022-10-27 2022-10-27 0000910073 us-gaap:CommonStockMember 2022-10-27 2022-10-27 0000910073 nycb:BifurcatedOptionNotesUnitSecuritiesMember 2022-10-27 2022-10-27 0000910073 nycb:FixedToFloatingRateSeriesANoncumulativePerpetualPreferredStockMember 2022-10-27 2022-10-27

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): October 27, 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

 

Fixed-to-Floating Rate Series A Noncumulative Perpetual Preferred Stock, $0.01 par value

 

NYCB PU

 

NYCB PA

 

New York Stock Exchange

 

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 October 27, 2022, New York Community Bancorp, Inc., a Delaware corporation (“NYCB” or the “Company”), entered into Amendment No. 2 (the “Second Amendment”) to the Agreement and Plan of Merger, dated April 24, 2021 (the “Original 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”) as amended by Amendment No. 1 to the Original Merger Agreement, dated as of April 26, 2022 (the “First Amendment” and, the Original Merger Agreement, as amended by the First Amendment and the Second Amendment, the "Merger Agreement”), by and among NYCB, Merger Sub, and Flagstar. Capitalized terms not defined herein shall have the meaning ascribed to them in the Merger Agreement.

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

1.Extend the Termination Date to December 31, 2022.

2.Reflect the post-closing payment of the Flagstar Third Quarter Dividend and the Special Dividend (each as defined in the Second Amendment), if applicable.

Other than as expressly modified by the First Amendment (which was filed as an Exhibit 2.1 to the Current Report on Form 8-K filed by Flagstar with the Securities and Exchange Commission (the “SEC”) on April 27, 2022) or the Second Amendment, the Original Merger Agreement (which was filed as an Exhibit 2.1 to the Current Report on Form 8-K filed by Flagstar with the SEC on April 27, 2021) remains in full force and effect. The foregoing description of the Second Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Second Amendment, which is attached as Exhibit 2.1 hereto and incorporated herein by reference.

 

 

 

 

 

Item 8.01

 

Other Events

 

 

 

 

 

On October 28, 2022, NYCB and Flagstar issued a joint press release about the Second Amendment and announced the receipt of the requisite approval of the Office of the Comptroller of the Currency to convert Flagstar Bank, FSB to a national bank to be known as Flagstar Bank, N.A., and to merge New York Community Bank into Flagstar Bank, N.A. with Flagstar Bank, N.A. being the surviving entity (the “OCC Approval”). The joint press release is attached to hereto as Exhibit 99.1 and is incorporated herein by reference.

Completion of the Merger (as defined in the Merger Agreement) remains subject to approval from the Board of Governors of the Federal Reserve System (the “Fed Approval”) as well as the satisfaction or waiver of other customary closing conditions. There can be no assurances that the Fed Approval and other closing conditions will be received or satisfied, respectively. The OCC Approval is subject to a statutory waiting period that provides that the Bank Merger cannot be consummated until the fifteenth (15th) day after the date of the OCC Approval (the “OCC Waiting Period”), which in this case is November 11, 2022. The Fed Approval is not expected to have any associated waiting period. Flagstar intends to consummate the Merger and Bank Merger promptly after the end of the OCC Waiting Period and the receipt of the Fed Approval..

 

 

 

Item 9.01

 

Financial Statements and Exhibits

 

 

 

 

(d)

 

Attached as Exhibit 99.1 is the joint news release issued on October 28, 2022 announcing the receipt of OCC approval and the extension of the merger agreement..

 

 


 

EXHIBIT INDEX

 

Exhibit Number

 

Description

 

Exhibit 2.1

 

Amendment No. 2 to the Agreement and Plan of Merger, dated October 27, 2022, by and among New York Community Bancorp, Inc., 615 Corp. and Flagstar Bancorp, Inc.

Exhibit 99.1

 

Joint press release issued on October 28, 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, 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 the 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:

October 28, 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. 2 TO

AGREEMENT AND PLAN OF MERGER

This AMENDMENT NO. 2, dated as of October 27, 2022 (this “Amendment”), amends the Agreement and Plan of Merger, dated as of April 24, 2021, 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”), as amended by Amendment No. 1 to Agreement and Plan of Merger (the “Agreement”).  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)

Section 1.2 of the Agreement is hereby amended by adding the following proviso at the end of the first sentence of such Section:  “provided that in no event shall the Closing occur prior to November 8, 2022”.

 

(b)

Section 1.5(b) of the Agreement is hereby amended by:

 

(i)

deleting the reference to “and” immediately preceding clause (iii);

 

(ii)

inserting a new clause (iv) between the references to “Section 2.2,” and “in each case” as follows: “and (iv) if, as of the Effective Time, the Flagstar Third Quarter Dividend or the Special Dividend has not been paid, with respect to any holder of record of such Old Certificate as of November 7, 2022 (the “Flagstar Dividend Record Date”), payment of (A) the special dividend declared by the Board of Directors of Flagstar on October 27, 2022 in the amount of $2.50 per share of Flagstar Common Stock (the “Special Dividend”) or (B) Flagstar’s regular quarterly dividend with respect to the third quarter of 2022 in an amount of $0.06 per share of Flagstar Common Stock (the “Flagstar Third Quarter Dividend”), as applicable,”; and

 

(iii)

adding the following text after the words “extraordinary dividend or distribution” that appears therein:  “(other than the Special Dividend)”.

 

(c)

Section 2.2(a) of the Agreement is hereby amended by:

 

(i)

adding to the end of the second sentence: “; provided that if, as of the Effective Time, the Flagstar Third Quarter Dividend or the Special Dividend has not been paid, the

 

holders of Flagstar Common Stock as of the Flagstar Dividend Record Date shall retain their right to receive, on the payment date for the Special Dividend or the Flagstar Third Quarter Dividend, as applicable, payment of the Special Dividend or the Flagstar Third Quarter Dividend, as applicable.”; and

 

(ii)

adding to the end of the last sentence: “provided that if, as of the Effective Time, the Flagstar Third Quarter Dividend or the Special Dividend has not been paid, the holders of Flagstar Common Stock as of the Flagstar Dividend Record Date shall be entitled to receive, on the payment date for the Special Dividend or Flagstar Third Quarter Dividend, as applicable, payment of the Special Dividend or Flagstar Third Quarter Dividend, as applicable, with respect to the Old Certificates held by such holders as of the Flagstar Dividend Record Date”.

 

(d)

Section 6.10 of the Agreement is hereby amended by adding the following text at the end of such Section:  “Notwithstanding anything to the contrary set forth herein and in lieu of the foregoing after the date of Amendment No. 2 hereto, (i) with respect to NYCB’s regular quarterly dividend with respect to the third quarter of 2022, NYCB shall take all actions necessary to declare such dividend in an amount of $0.17 per share of NYCB Common Stock and with a record date of November 7, 2022, (ii) with respect to the Special Dividend, Flagstar shall take all actions necessary to declare such Special Dividend in an amount of $2.50 per share of Flagstar Common Stock and with a record date of the Flagstar Dividend Record Date and a payment date of November 17, 2022, (iii) with respect to the Flagstar Third Quarter Dividend, Flagstar shall take all actions necessary to declare the Flagstar Third Quarter Dividend in an amount of $0.06 per share of Flagstar Common Stock and with a record date of the Flagstar Dividend Record Date and a payment date of November 17, 2022, (iv) if, as of the Effective Time, the Flagstar Third Quarter Dividend or the Special Dividend has not been paid, NYCB hereby acknowledges and agrees to pay the Flagstar Third Quarter Dividend or the Special Dividend, as applicable, on the relevant payment date, to each (1) holder of record of Flagstar Common Stock as of the Flagstar Dividend Record Date and (2) person that is entitled to receive the Flagstar Third Quarter Dividend or Special Dividend, as applicable, in accordance with the following clause (v) ((1) and (2), a “Flagstar Record Holder”) and (v) holders of Flagstar Equity Awards that have been issued under the Flagstar Stock Plans, including restricted stock units and performance stock units (with the number of performance stock units granted in 2020 measured at 150% of the target level of performance, and the number of performance stock units granted in 2021 and later measured at the target level of performance), whether vested or unvested, that are outstanding as of the Flagstar Dividend Record Date, shall be entitled to receive the Flagstar Third Quarter Dividend and the Special Dividend in accordance with the Flagstar Stock Plans.”  

 

(e)

NYCB has consented to the declaration and payment of the Special Dividend under Sections 5.1 and 5.2 of the Agreement.

 

(f)

Flagstar represents and warrants to NYCB that it has received a written non-objection from the Federal Reserve Bank of Chicago to declare the Special Dividend.

2

 

(g)

For the avoidance of doubt, (i) holders of Flagstar Common Stock shall have no right or interest in or to the dividend declared on NYCB Common Stock with the record date of November 7, 2022 and (ii) each Flagstar Record Holder shall be entitled to receive both the Special Dividend and the Flagstar Third Quarter Dividend.

 

(h)

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

“by either NYCB or Flagstar if the Merger shall not have been consummated on or before December 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;”

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.

(b)Section 9.1, Section 9.2, Section 9.3, Section 9.4, Section 9.5, Section 9.6, 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]

 

 

3

 

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. 2 to Agreement and Plan of Merger]

 

 

FLAGSTAR BANCORP, INC.


By:/s/ Alessandro P. DiNello
Name:Alessandro P. DiNello
Title:President & CEO

 

[Signature Page to Amendment No. 2 to Agreement and Plan of Merger]

 

Exhibit 99.1

OCC APPROVAL RECEIVED FOR THE MERGER OF NEW YORK COMMUNITY BANK AND FLAGSTAR BANK

BOTH COMPANIES MUTUALLY AGREE TO EXTEND MERGER AGREEMENT TO DECEMBER 31, 2022

HICKSVILLE, N.Y. and TROY, Mich., Oct. 28, 2022 /PRNewswire/ -- New York Community Bancorp, Inc. (NYSE: NYCB) (the "Company" or "NYCB") and Flagstar Bancorp, Inc. (NYSE: FBC) ("Flagstar") announced today the receipt of approval from the Office of the Comptroller of the Currency (the "OCC") to convert Flagstar Bank, FSB to a national bank to be known as Flagstar Bank, N.A., and to merge New York Community Bank into Flagstar Bank, N.A. with Flagstar Bank, N.A. being the surviving entity. NYCB's acquisition of Flagstar remains subject to the approval of the Federal Reserve Board (the "FRB"), as well as to the satisfaction of certain other customary closing conditions under the merger agreement between the two companies.

The OCC approval is subject to a statutory waiting period that provides that the bank merger cannot be consummated until the 15th day after the date of the OCC approval, which in this case is November 11, 2022. The FRB approval is not expected to have any associated waiting period. NYCB and Flagstar intend to consummate the holding company and bank mergers promptly after the end of the OCC waiting period and the receipt of approval from the FRB.

In addition to OCC approval, NYCB and Flagstar announced today that they have mutually agreed to extend their merger agreement from October 31, 2022 to December 31, 2022. The consideration and exchange ratio as provided in the merger agreement will remain the same. The extension, which has been approved by the Boards of Directors of both companies, will provide additional time to obtain regulatory approval from the FRB, in order to allow the transaction to be consummated.

Once approved and closed, the combination of NYCB and Flagstar will create one of the largest regional banks in the country, operating 395 branches across a nine-state geography, including strong footholds in the Northeast and the Midwest with exposure to high growth markets in the Southeast and West Coast. Through its mortgage division, the Company will operate nationally through 81 retail lending offices in 26 states and a wholesale network of approximately 3,000 third-party originators.

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 September 30, 2022, the Company reported assets of $63.0 billion, loans of $49.0 billion, deposits of $41.7 billion, and stockholders' equity of $6.7 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 $25.4 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 81 retail locations in 26 states. Flagstar is a leading national originator and servicer of mortgage and other consumer loans, handling payments and record keeping for $360 billion of loans representing over 1.4 million borrowers.

Cautionary Statements Regarding Forward-Looking Information

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 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, 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 the SEC, which are available at http://www.sec.gov and in the "Documents" section of Flagstar's website, https://investors.flagstar.com.

New York Community Bancorp, Inc.:

Investor/Media Contact:  Salvatore J. DiMartino

                                       (516) 683-4286

Flagstar Bancorp, Inc.:

Investor Contact: Bryan Marx

                            (248) 312-5699