CURRENT REPORT ON FORM 8-K
As previously disclosed, on April 24, 2021, New York Community Bancorp, Inc., a Delaware corporation (“NYCB”), 615 Corp., a direct, wholly owned subsidiary of NYCB (“Merger Sub”), and Flagstar Bancorp, Inc., a Michigan corporation (“Flagstar”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Flagstar, with Flagstar as the surviving entity (the “Merger”), and, as soon as reasonably practicable following the Merger, Flagstar will merge with and into NYCB, with NYCB as the surviving entity.
In connection with the proposed Merger, NYCB filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 containing a joint proxy statement/prospectus, as amended, and Flagstar filed a definitive proxy statement and NYCB filed a definitive proxy statement/prospectus with the SEC, each dated June 25, 2021 (collectively, the “joint proxy statement/prospectus”), which NYCB and Flagstar first mailed to their respective stockholders and shareholders on or about June 28, 2021.
Following the announcement of the Merger Agreement, as of the date of this Current Report on Form 8-K, eight lawsuits challenging the disclosures contained in the joint proxy statement/prospectus or other aspects of the Merger have been filed. The first lawsuit, captioned Shiva Stein v. Flagstar Bancorp, Inc. et al. (Case No. No. 1:21-cv-03347), was filed in the U.S. District Court for the Eastern District of New York on June 14, 2021. The second lawsuit, captioned Alex Ciccotelli v. Flagstar Bancorp, Inc. et al. (Case No. 1:21-cv-05406), was filed in the U.S. District Court for the Southern District of New York on June 18, 2021. The third lawsuit, captioned Selwyn Karp v. New York Community Bancorp, Inc. et al. (Case No. 1:21-cv-5505), was filed in the U.S. District Court for the Southern District of New York on June 23, 2021. The fourth lawsuit, captioned Luis Guitart v. Flagstar Bancorp, Inc. et al. (Case No. 1:21-cv-03559), was filed in the U.S. District Court for the Eastern District of New York on June 23, 2021. The fifth lawsuit, captioned Tammy Raul v. New York Community Bancorp., Inc. et al. (Case No. 21-cv-5505) was filed in the U.S. District Court for the Southern District of New York on June 23, 2021. The sixth lawsuit, captioned Frank Lawrence v. Flagstar Bancorp, Inc. et al. (Case No. 2021-188820-CB), was filed in the Business Court division of the Oakland County Circuit Court of the State of Michigan on July 1, 2021. The seventh lawsuit, captioned Stephen Bushansky v. New York Community Bancorp., Inc. et al. (Case No. 1:21-cv-6089), was filed in the U.S. District Court for the Southern District of New York on July 15, 2021. The eighth lawsuit, captioned Paul Parshall v. New York Community Bancorp., Inc. et al. (Case No. 1:21-cv-6342), was filed in the U.S. District Court for the Southern District of New York on July 26, 2021. The complaints in the Stein, Guitart, Ciccotelli, and Lawrence actions are brought by alleged Flagstar shareholders and assert claims against Flagstar and the members of its board of directors (and, in the case of the Ciccotelli action, NYCB and 615 Corp.). The complaints in the Karp, Raul, Bushansky and Parshall actions are brought by alleged NYCB stockholders and assert claims against NYCB and the members of its board of directors (and, in the case of the Karp action, Flagstar). The complaints filed in the lawsuits allege, among other things, that the defendants caused a materially incomplete and misleading registration statement relating to the proposed Merger to be filed with the SEC in violation of Section 14(a) and Section 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 14a-9 promulgated thereunder or, in the case of the Lawrence action, Michigan law. The Lawrence action also alleges claims for breach of fiduciary duty under Michigan law against the members of the Flagstar board contending that the Merger process and proposed consideration are inadequate. We refer to the foregoing lawsuits collectively as the “Merger Actions.”
NYCB and Flagstar believe that the claims asserted in the Merger Actions referred to above are without merit and supplemental disclosures are not required or necessary under applicable laws. However, in order to diminish the risk that these Merger Actions delay or otherwise adversely affect the Merger, and to minimize the costs, risks and uncertainties inherent in defending the Merger Actions, and without admitting any liability or wrongdoing, NYCB and Flagstar have agreed to supplement the joint proxy statement/prospectus as described in this Current Report on Form 8-K. NYCB, Flagstar and the other named defendants deny that they have violated any laws or breached any duties to NYCB’s stockholders or Flagstar’s shareholders, as applicable. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, NYCB and Flagstar specifically deny all allegations in these Merger Actions that any additional disclosure was or is required.
