THE TWO COMPANIES MUTUALLY AGREE TO EXTEND THE MERGER AGREEMENT TO DECEMBER 31, 2022
HICKSVILLE, NY and TROY, Mich., October 28, 2022 /PRNewswire/ — New York Community Bancorp, Inc. (NYSE: NYCB) (the “Company” or “NYCB”) and Flagstar Bancorp, Inc. (NYSE: FBC) (“Flagstar”) announced today that they have received approval from the Office of the Comptroller of the Currency (the “OCC”) to convert Flagstar Bank, FSB into a national bank known as Flagstar Bank, NA, and to merge New York Community Bank into Flagstar Bank, NA with Flagstar Bank, NA being the surviving entity. NYCB’s acquisition of Flagstar remains subject to Federal Reserve Board (the “FRB”) approval, as well as the satisfaction of certain other customary closing conditions under the merger agreement between the two companies.
The approval of the OCC is subject to a legal waiting period which provides that the bank merger can only be carried out on the 15th day following the date of approval of the OCC, which in this case is November 11, 2022. FRB approval should not have an associated waiting period. NYCB and Flagstar intend to complete the holding company and bank mergers soon after the OCC waiting period ends and FRB approval is received.
In addition to the OCC approval, NYCB and Flagstar today announced that they have mutually agreed to extend their merger agreement from October 31, 2022 at December 31, 2022. The consideration and the exchange parity as provided for in the merger agreement will remain unchanged. 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 to allow the transaction to be completed.
Once approved and closed, the combination of NYCB and Flagstar will create one of the nation’s largest regional banks, operating 395 branches across a nine-state geography, including strong Northeast and Midwest operations with a exposure to high growth South East and West Coast markets. Through its mortgage division, the company will operate nationwide 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.
Situated at Hicksville, NYNew York Community Bancorp, Inc. is a leading provider of multifamily loans on rent-regulated non-luxury apartment buildings in New York City, and the parent company of New York Community Bank. As of September 30, 2022, the Company declared assets of $630.0 billion, loans of $49.0 billiondeposits of $410.7 billion and equity of $6.7 billion.
Reflecting our growth through a series of acquisitions, the company operates 237 branches across 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 at Ohio; and AmTrust Bank at Florida and Arizona.
About Flagstar Bancorp, Inc.
Flagstar Bancorp, Inc. (NYSE: FBC) is a $25.4 billion savings and credit holding company headquartered in Troy, Michigan. Flagstar Bank, FSB, provides corporate, small business and consumer banking services through 158 branches in Michigan, Indiana, California, Wisconsinand Ohio. It also offers home loans through a wholesale network of brokers and correspondents in all 50 states, as well as 81 outlets in 26 states. Flagstar is a leading nationwide originator and servicer of mortgages and other consumer loans, handling payments and maintaining records for $360 billion loans representing more than 1.4 million borrowers.
Cautions 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 the beliefs, objectives, intentions and expectations of NYCB and Flagstar regarding revenues, profits, loan production, quality of assets, levels of capital and acquisitions, among others; NYCB’s and Flagstar’s estimates of the future costs and benefits of actions each company might take; NYCB and Flagstar assessments of probable loan losses; NYCB’s and Flagstar’s assessments of interest rate and other market risks; and the ability of NYCB and Flagstar to achieve their respective financial and other strategic objectives.
Forward-looking statements are generally identified by words such as “believe”, “expect”, “anticipate”, “intend”, “outlook”, “estimate”, “expect”, “project”, ” should” and other similar terms. words and expressions, and are subject to numerous assumptions, risks and uncertainties, which change over time. These forward-looking statements include, but are not limited to, those relating to the terms, timing and closing of the proposed transaction.
Further, forward-looking statements speak only as of the date they are made; NYCB and Flagstar assume no obligation and do not undertake to update these forward-looking statements. In addition, 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 due to a variety of factors, many of which are beyond in control. from NYCB and Flagstar. Factors that could cause actual results to differ materially include the following: the occurrence of any event, change or other circumstance that may give rise to the right of either or both parties to terminate the definitive merger agreement between NYCB , 615 Corp. and Flagstar; the outcome of any legal proceedings that may be brought against NYCB or Flagstar; the possibility that the proposed transaction may not close when expected or at all because required regulatory or other approvals are not received or other closing conditions are not satisfied in a timely manner or at all, or are obtained subject to conditions which are not provided for; 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 announcement relating to the proposed transaction could adversely affect the market price of NYCB and/or Flagstar common stock; the possibility that the expected benefits of the proposed transaction may not materialize when expected or at all, including due to the impact or issues arising from the integration of the two companies or due to the strength of the economics and competitive factors in areas where NYCB and Flagstar do business; certain restrictions during the term of the proposed transaction that may impact the ability of the parties to pursue certain business opportunities or strategic transactions; the possibility that the proposed transaction may be more costly to complete than expected, including due to unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; the possibility that the parties may not be able to achieve the synergies and operational efficiencies expected in the proposed transaction within the expected timeframe or at all and successfully integrate the operations of Flagstar and those of NYCB; such integration may be more difficult, longer or more expensive than expected; revenues from the proposed transaction may be lower than expected; potential adverse effects or changes in business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; the success of NYCB and Flagstar in executing their respective business plans and strategies and in managing the risks involved in the foregoing; the dilution caused by NYCB issuing additional shares of its share capital in connection with the proposed transaction; and other factors that may affect the future results of NYCB and Flagstar; and other factors discussed in the “Risk Factors” section of NYCB’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and in other reports filed by NYCB with the Securities and Exchange Commission of the United States, which are available at http://www.sec.gov and in the “SEC Filings” section of the NYCB website, https://ir.mynycb.com, under “Financial Information”, and in Flagstar’s Annual Report on Form 10-K for the year ended December 31, 2021 and Flagstar’s other filings with the SEC, which are available at http://www.sec.gov and at “Documents” of Flagstar’s website, https://investors.flagstar.com.
New York Community Bancorp, Inc.:
Investor/Media Contact: Salvatore J. DiMartino
Flagstar Bancorp, Inc.:
Investor Contact: Bryan Marx
SOURCE New York Community Bancorp, Inc.