December 30, 2009
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington D.C. 20549
Attn: Christian Windsor, Esq.
Division of Corporation Finance
100 F. Street, N.E.
Washington D.C. 20549
Attn: Christian Windsor, Esq.
Re: | Flagstar Bancorp, Inc. Registration Statement on Form S-3 Request for Acceleration of the Effective Date File No. 333-162823 |
Dear Mr. Windsor:
Accompanying this letter for filing on behalf of Flagstar Bancorp, Inc. (the “Company”) is Pre-Effective Amendment No. 1 to Registration Statement on Form S-3 (File No. 333-162823) (the “Registration Statement”), which contains a prospectus supplement relating to a proposed rights offering. On behalf of the Company, we respectfully request that the Staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”), pursuant to delegated authority, accelerate the effective date of the Registration Statement filed pursuant to the Securities Act of 1933, as amended (the “Act”), so that the Registration Statement pursuant to Section 8(a) of the Act will be declared effective at 5:30 p.m., Eastern Time, on Wednesday, December 30, 2009.
In connection with this request, the Company acknowledges that:
• | should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
• | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
• | the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please contact the undersigned at (248) 312-5580 if there are any questions relating to this matter.
Sincerely, | ||||
/s/ Paul D. Borja | ||||
Paul D. Borja | ||||
Executive Vice President and Chief Financial Officer | ||||