FLAGSTAR BANK, NATIONAL ASSOCIATION (FLG): M&A transaction — NYCB completes acquisition of Flagstar Bancorp, creating 24th largest regional bank

In connection with the Transactions, at the Effective Time, NYCB assumed Flagstar’s obligations as required by the indentures and certain related agreements with respect to Flagstar’s outstanding trust preferred securities consisting of (i) $26 million of its floating rate junior subordinated debt securities due December 26, 2032; (ii) $26 million of its floating rate junior subordinated debt securities due April 7, 2033; (iii) $26 million of its floating rate junior subordinated debt securities due March 19, 2033; (iv) $26 million of its floating rate junior subordinated debt securities due January 7, 2035; (v) $26 million of its floating rate junior subordinated debt securities due April 7, 2035; (vi) $51 million of its floating rate junior subordinated debt securities due June 15, 2035; (vii) $25 million of its floating rate junior subordinated debt securities due October 7, 2035; (viii) $25 million of its floating rate junior subordinated debt securities due September 15, 2037; and

In connection with the Transactions, at the Effective Time, NYCB also assumed Flagstar’s obligations with respect to $150 million aggregate principal amount of 4.125% fixed-to-floating rate subordinated notes due November 1, 2030 (the “2030 Notes”).

Alessandro P. DiNello, Peter Schoels, David L. Treadwell and Jennifer R. Whip.

Mr. Dahya, a director of NYCB prior to the Effective time, was appointed to the newly created position of Presiding Director of the Board.

Mr. DiNello, the President and Chief Executive Officer of Flagstar prior to the Effective Time, was appointed Non-Executive Chairman of the Board.

Thomas R. Cangemi, the President and Chief Executive Officer of NYCB, ceased serving as Chairman of the Board.

Dominick Ciampa and James J. O'Donovan (the "Resigning Directors") resigned as members of the Board.

Alessandro P. DiNello, Peter Schoels, David L. Treadwell and Jennifer R. Whip.

Dominick Ciampa and James J. O'Donovan (the "Resigning Directors") resigned as members of the Board.

Alessandro P. DiNello, Peter Schoels, David L. Treadwell and Jennifer R. Whip.

In connection with the Merger and in accordance with the Merger Agreement, effective as of the Effective Time, the bylaws of NYCB were amended and restated to reflect certain governance matters (such amendment, the “Bylaws Amendment,” and NYCB’s bylaws, as amended and restated in accordance with the Bylaws Amendment, the “Interim Amended and Restated Bylaws”).

Effective as of the Bank Merger Effective Time, the Interim Amended and Restated Bylaws were further amended and restated to reflect certain additional governance matters (such amendment, the “Further Bylaws Amendment,” and the Interim Amended and Restated Bylaws, as amended and restated in accordance with the Further Bylaws Amendment, the “Amended and Restated Bylaws”).

On December 1, 2022, before the opening of business, New York Community Bancorp, Inc., a Delaware corporation (“NYCB”), completed its previously announced acquisition of Flagstar Bancorp, Inc., a Michigan corporation (“Flagstar”)