8-K
filed December 1, 2022, 6:59 PM ET
CIK 0001033012
M&A
confidence high
sentiment neutral
materiality 0.85
FLAGSTAR BANCORP INC: M&A transaction — Flagstar Bancorp Merger with NYCB Completed; Shares Delisted
FLAGSTAR BANCORP INC
- Merger closed Dec 1, 2022; each Flagstar share converted into 4.0151 NYCB common shares.
- Flagstar common stock delisted from NYSE; deregistration with SEC to follow.
- All Flagstar directors and officers resigned; Alessandro DiNello named non-executive chairman of NYCB.
- DiNello, Ciroli, and Figliuolo received cash severance and retention payments (e.g., $900,000 retention for DiNello).
- Lee Smith and Reginald Davis entered employment agreements with NYCB; Peter Schoels and Jennifer Whip added to NYCB board.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
David L. Treadwell departed as Director at FLAGSTAR BANCORP INC.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
Alessandro P. DiNello, Jay J. Hansen, Toan C. Huynh, Lori Jordan, John D. Lewis, Bruce E. Nyberg, James A. Ovenden, Peter Schoels, David L. Treadwell, and Jennifer R. Whip, in their respective roles as directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jay J. Hansen departed as Director at FLAGSTAR BANCORP INC.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
Alessandro P. DiNello, Jay J. Hansen, Toan C. Huynh, Lori Jordan, John D. Lewis, Bruce E. Nyberg, James A. Ovenden, Peter Schoels, David L. Treadwell, and Jennifer R. Whip, in their respective roles as directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John D. Lewis departed as Director at FLAGSTAR BANCORP INC.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
Alessandro P. DiNello, Jay J. Hansen, Toan C. Huynh, Lori Jordan, John D. Lewis, Bruce E. Nyberg, James A. Ovenden, Peter Schoels, David L. Treadwell, and Jennifer R. Whip, in their respective roles as directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Peter Schoels departed as Director at FLAGSTAR BANCORP INC.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
Alessandro P. DiNello, Jay J. Hansen, Toan C. Huynh, Lori Jordan, John D. Lewis, Bruce E. Nyberg, James A. Ovenden, Peter Schoels, David L. Treadwell, and Jennifer R. Whip, in their respective roles as directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lee M. Smith was appointed as other_named_officer at FLAGSTAR BANCORP INC.
- Action
- appointed
Exact text from the filing
Lee M. Smith and Reginald Davis have entered into employment agreements with NYCB
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Alessandro P. DiNello departed as Director at FLAGSTAR BANCORP INC.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
Alessandro P. DiNello, Jay J. Hansen, Toan C. Huynh, Lori Jordan, John D. Lewis, Bruce E. Nyberg, James A. Ovenden, Peter Schoels, David L. Treadwell, and Jennifer R. Whip, in their respective roles as directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Alessandro P. DiNello departed as President and Chief Executive Officer at FLAGSTAR BANCORP INC.
- Action
- ceased serving
- Role
- President and Chief Executive Officer
Exact text from the filing
all of the directors and officers of Flagstar ceased serving as directors and officers of Flagstar, including Alessandro P. DiNello (President and Chief Executive Officer)
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Peter Schoels was appointed as Director at FLAGSTAR BANCORP INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
These directors are Peter Schoels and Jennifer R. Whip.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Toan C. Huynh departed as Director at FLAGSTAR BANCORP INC.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
Alessandro P. DiNello, Jay J. Hansen, Toan C. Huynh, Lori Jordan, John D. Lewis, Bruce E. Nyberg, James A. Ovenden, Peter Schoels, David L. Treadwell, and Jennifer R. Whip, in their respective roles as directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lori Jordan departed as Director at FLAGSTAR BANCORP INC.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
Alessandro P. DiNello, Jay J. Hansen, Toan C. Huynh, Lori Jordan, John D. Lewis, Bruce E. Nyberg, James A. Ovenden, Peter Schoels, David L. Treadwell, and Jennifer R. Whip, in their respective roles as directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James A. Ovenden departed as Director at FLAGSTAR BANCORP INC.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
Alessandro P. DiNello, Jay J. Hansen, Toan C. Huynh, Lori Jordan, John D. Lewis, Bruce E. Nyberg, James A. Ovenden, Peter Schoels, David L. Treadwell, and Jennifer R. Whip, in their respective roles as directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jennifer R. Whip was appointed as Director at FLAGSTAR BANCORP INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
These directors are Peter Schoels and Jennifer R. Whip.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Reginald Davis was appointed as other_named_officer at FLAGSTAR BANCORP INC.
- Action
- appointed
Exact text from the filing
Lee M. Smith and Reginald Davis have entered into employment agreements with NYCB
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Alessandro P. DiNello was appointed as Non-Executive Chairman at FLAGSTAR BANCORP INC.
- Action
- appointed
- Role
- Non-Executive Chairman
Exact text from the filing
Alessandro P. DiNello will be serving as the Non-Executive Chairman of the board of directors of NYCB
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Bruce E. Nyberg departed as Director at FLAGSTAR BANCORP INC.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
Alessandro P. DiNello, Jay J. Hansen, Toan C. Huynh, Lori Jordan, John D. Lewis, Bruce E. Nyberg, James A. Ovenden, Peter Schoels, David L. Treadwell, and Jennifer R. Whip, in their respective roles as directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jennifer R. Whip departed as Director at FLAGSTAR BANCORP INC.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
Alessandro P. DiNello, Jay J. Hansen, Toan C. Huynh, Lori Jordan, John D. Lewis, Bruce E. Nyberg, James A. Ovenden, Peter Schoels, David L. Treadwell, and Jennifer R. Whip, in their respective roles as directors.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
FLAGSTAR BANCORP INC: Second Amended and Restated Articles of Incorporation and Sixth Amended and Restated Bylaws were amended and restated to conform to forms attached to the Merger Agreement.
- Change
- bylaw amendment
Exact text from the filing
Pursuant to the Merger Agreement, as of the Effective Time, the Second Amended and Restated Articles of Incorporation and Sixth Amended and Restated Bylaws of Flagstar, as the Interim Surviving Entity, were amended and restated to conform to the forms of articles of incorporation and bylaws attached to the Merger Agreement.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
FLAGSTAR BANCORP INC underwent a change of control involving New York Community Bancorp, Inc. for 4.0151 shares of NYCB Common Stock per share of Flagstar Common Stock (closed 2022-12-01).
- Action
- change of control
- Counterparty
- New York Community Bancorp, Inc.
- Consideration
- 4.0151 shares of NYCB Common Stock per share of Flagstar Common Stock
- Closing
- 2022-12-01
Exact text from the filing
On December 1, 2022, before the opening of business and on the terms and subject to the conditions set forth in that certain Agreement and Plan of Merger, dated as of April 24, 2021 (the “Original Agreement”), by and among New York Community Bancorp, Inc., a Delaware corporation (“NYCB”), 615 Corp., a Delaware corporation and a direct, wholly-owned subsidiary of NYCB (“Merger Sub”), and Flagstar Bancorp, Inc., a Michigan corporation (“Flagstar”), as amended by Amendment No.
View on SEC.gov
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