CURRENT REPORT ON FORM8-K
| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 1, 2018, New York Community Bancorp, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman, Sachs & Co. LLC, Sandler O’Neill & Partners, L.P., Credit Suisse Securities (USA) LLC, Jefferies LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters listed therein (together, the “Underwriters”), pursuant to which, subject to the satisfaction of the conditions set forth therein, the Company agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Company $300,000,000 aggregate principal amount of the Company’s 5.90%Fixed-to-Floating Rate Subordinated Notes due 2028 (the “Notes”). The Underwriting Agreement contains various representations, warranties and agreements by the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions.
On November 6, 2018, the Company completed the underwritten public offering of the Notes.
The Notes were sold to the public by the Underwriters at a price equal to 100% of the aggregate principal amount of the Notes. The net proceeds to the Company from the sale of the Notes, after the underwriting discount, but before estimated transaction expenses were approximately $295.9 million. The Notes are being offered pursuant to the prospectus supplement, dated November 1, 2018, to the base prospectus, dated April 25, 2016, forming a part of the Company’s registration statement on FormS-3 (FileNo. 333-210919).
The Notes were issued pursuant to the Subordinated Indenture, dated as of November 6, 2018 (the “Base Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of November 6, 2018 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee. The Base Indenture, as amended and supplemented by the Supplemental Indenture, governs the terms of the Notes.
The Notes are unsecured, subordinated debt obligations of the Company and rank junior in right of payment to all of the Company’s senior indebtedness (as defined in the Supplemental Indenture). Upon the occurrence of certain bankruptcy and insolvency events, the Notes will become automatically due any immediately payable. The Notes will mature on November 6, 2028 (the “Maturity Date”). From and including the date of original issuance to, but excluding November 6, 2023, the Notes will bear interest at an initial rate of 5.90% per annum, payable semi-annually in arrears on May 6 and November 6 of each year, commencing on May 6, 2019. Unless redeemed, from and including November 6, 2023 to but excluding the Maturity Date, the interest rate will reset quarterly to an annual interest rate equal to the then-current three-month LIBOR rate (as described in the Supplemental Indenture) plus 278 basis points, payable quarterly in arrears on February 6, May 6, August 6 and November 6 of each year, commencing on February 6, 2024. Notwithstanding the foregoing, in the event that three-month LIBOR is less than zero, three-month LIBOR will be deemed to be zero.
The Company may, at its option, beginning with the interest payment date of November 6, 2023, but not prior thereto (except upon the occurrence of certain events described below), and on any interest payment date thereafter, redeem the Notes, in whole or in part. The Company may also redeem the Notes at any time, including prior to November 6, 2023, at its option, in whole but not in part, if (a) a change or prospective change in law occurs that could prevent the Company from deducting interest payable on the Notes for U.S. federal income tax purposes; (b) a subsequent event occurs that could preclude the Notes from being recognized as Tier 2 capital for regulatory capital purposes; or (c) the Company required to register as an investment company under the Investment Company Act of 1940, as amended. The redemption price for any redemption is 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to but excluding the date of redemption. Any redemption of the Notes will be subject to the receipt of the approval of the Board of Governors of the Federal Reserve System to the extent then required under applicable laws or regulations, including capital regulations. The Notes are not redeemable at the option or election of holders.
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