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): August 10, 2020
Flagstar Bancorp, Inc.
(Exact Name of Registrant as Specified in Charter)
| Michigan | | 1-16577 | | 38-3150651 |
(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
5151 Corporate Drive,
Troy, MI 48098
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (248) 312-2000
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 (see General Instruction A.2. below):
¨ 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))
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common stock | | FBC | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
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. ¨
Item 8.01. Other Events.
On August 12, 2020, MP Thrift Investments L.P. (“MP Thrift”) completed a secondary offering (the “Offering”) of 6,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of Flagstar Bancorp, Inc. (the “Company”), at a public offering price of $30.30 per share, less underwriting discounts and commissions, as described in the prospectus supplement, dated August 10, 2020, filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 12, 2020.
In connection with the Offering, the Company entered into an Underwriting Agreement, dated August 10, 2020 (the “Underwriting Agreement”), by and among the Company, MP Thrift and Morgan Stanley & Co. LLC, as underwriter in the Offering. Pursuant to the Underwriting Agreement, MP Thrift granted the underwriter a 30-day option to purchase up to an additional 900,000 shares of Common Stock at the per share public offering price less underwriting discounts and commissions (the “underwriter’s option”), which the underwriter exercised in full on August 10, 2020. At the completion of the Offering (including the exercise in full of the underwriter’s option), MP Thrift held approximately 24.1% of the issued and outstanding shares of Common Stock, as compared to approximately 36.2% immediately prior to the completion of the Offering.
The shares of Common Stock sold by MP Thrift in the Offering were registered pursuant to the Company’s registration statement on Form S-3 (File No. 333-225397), which was filed with the Commission on June 1, 2018. The Company did not receive any of the proceeds from the sale of the shares of Common Stock by MP Thrift in the Offering.
The Underwriting Agreement is filed as Exhibit 1.1 hereto. In addition, in connection with the Offering, the Company is filing the opinion letter of Warner Norcross + Judd LLP regarding the validity of the shares of Common Stock sold in the Offering as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
Exhibits
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.
| | FLAGSTAR BANCORP, INC. |
| | |
| Dated: August 12, 2020 | By: | /s/ James K. Ciroli |
| | | James K. Ciroli |
| | | Executive Vice President and Chief Financial Officer |
