| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 19, 2023, Flagstar Bank, N.A. ( “Flagstar”), a wholly owned subsidiary of New York Community Bancorp, Inc. (the “Company”), assumed substantially all of the deposits and certain identified liabilities and acquired certain assets and lines of business of Signature Bridge Bank, N.A. (“Signature Bank”), from the Federal Deposit Insurance Corporation (the “FDIC”), as receiver for Signature Bank (the “Acquisition”), pursuant to the terms of the Purchase and Assumption Agreement – All Deposits, dated March 19, 2023, among the FDIC, as receiver of Signature Bank, the FDIC and Flagstar (the “Agreement”). All regulatory approvals for the Acquisition, including approval from the Office of the Comptroller of the Currency, have been obtained, and the Acquisition has closed. Flagstar has not entered into any loss sharing agreement with the FDIC in connection with the Acquisition. The Acquisition was announced by press release on March 20, 2023.
In addition, as part of the consideration for the Acquisition, the Company has issued an Equity Appreciation Instrument to the FDIC. Under the terms of the Equity Appreciation Instrument, the FDIC has the opportunity to participate in any increase in the per share stock price of the Company’s common stock above $6.54 on or before March 31, 2023. Pursuant to the Equity Appreciation Instrument, upon exercise, the FDIC will receive a number of shares of the Company’s common stock equal to the Spread Amount divided by the Determination Price. The “Spread Amount” means the lesser of (A) $300 million and (B) the product of (x) 300,000,000 and (y) the amount by which the Determination Price exceeds $6.54. “Determination Price” means the average of the volume weighted average price of the Company’s common stock over the two NYSE trading days immediately prior to the exercise of the Equity Appreciation Instrument. If the Determination Price does not exceed $6.54, the Spread Amount is zero, and no common stock will be issuable under the Equity Appreciation Instrument. If the Equity Appreciation Instrument is not exercised by the FDIC on or before March 31, 2023, it will be of no further force and effect. The Equity Appreciation Instrument was issued to the FDIC in a private placement conducted pursuant to Section 4(2) of the Securities Act of 1933, as amended.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
The information set forth under Item 1.01 “Entry into a Material Definitive Agreement” is incorporated by reference into this Item 2.01.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The information set forth under Item 1.01 “Entry into a Material Definitive Agreement” is incorporated by reference into this Item 3.02.
| Item 7.01. | Regulation FD Disclosure. |
On March 20, 2023, the Company issued a press release announcing the Acquisition and made available an investor presentation regarding the Acquisition. Copies of the press release and investor presentation have been attached as Exhibits 99.1 and 99.2 to this Current Report and incorporated by reference herein.
Cautionary Statements Regarding Forward-Looking Information
This Current Report may include forward-looking statements by the Company and our authorized officers pertaining to such matters as our goals, intentions, and expectations regarding revenues, earnings, loan production, asset quality, capital levels, and acquisitions, among other matters; our estimates of future costs and benefits of the actions we may take; our assessments of probable losses on loans; our assessments of interest rate and other market risks; and our ability to achieve our financial and other strategic goals, including those related to our merger with Flagstar Bancorp, Inc., which was completed on December 1, 2022, our ongoing strategic relationship with Figure Technologies, Inc., and the Acquisition.
Forward-looking statements are typically identified by such words as “will,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “should,” and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which change over time. Additionally, forward-looking statements speak only as of the date they are made; the Company does not assume any duty, and does not undertake, to update our forward-looking statements. Furthermore, because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those anticipated in our statements, and our future performance could differ materially from our historical results.
Our forward-looking statements are subject to the following principal risks and uncertainties: the effect of the COVID-19 pandemic, including the length of time that the pandemic continues, the potential imposition of future shelter in place orders or additional restrictions on travel in the future, the effect of the pandemic on the general economy and on the businesses of our borrowers and their ability to make payments on their obligations, the remedial actions and stimulus measures adopted by federal, state, and local governments; the inability of employees to work due to illness, quarantine, or government mandates; general economic conditions and trends, either nationally or locally; conditions in the securities markets; changes in interest rates; changes in deposit flows, and in
