8-K
filed March 14, 2024, 7:59 PM ET
ticker FLG
CIK 0000910073
other material
confidence high
sentiment negative
materiality 0.90
NYCB closes $1.05B rescue investment; 6 directors resign, board seats to investors
FLAGSTAR BANK, NATIONAL ASSOCIATION
- $1.05B investment from Liberty 77 Capital, Hudson Bay, Reverence Capital and others closed March 11, 2024.
- Issued 76.6M shares at $2, plus convertible preferred and warrants for up to ~763M common shares.
- Six directors resigned (Cangemi, Carpenter, Dunn, Rosano, Rosenfeld, Wann); Treadwell to resign later.
- Liberty gains 2 board seats, Reverence 1 seat, subject to regulatory approvals.
- Preferred stock carries 13% non-cumulative dividend; company seeking reverse split and share increase.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Steven Mnuchin was appointed as Lead Independent Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.
- Action
- appointed
- Role
- Lead Independent Director
Exact text from the filing
Mr. Mnuchin was appointed to the newly created position of Lead Independent Director of the NYCB Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James Carpenter resigned as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.
- Action
- resigned
- Role
- Director
Exact text from the filing
Thomas Cangemi, James Carpenter, Leslie Dunn, Lawrence Rosano Jr, Ronald Rosenfeld and Robert Wann (the “Resigning Directors”) resigned as members of the NYCB Board, effective as of March 11, 2024.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Leslie Dunn resigned as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.
- Action
- resigned
- Role
- Director
Exact text from the filing
Thomas Cangemi, James Carpenter, Leslie Dunn, Lawrence Rosano Jr, Ronald Rosenfeld and Robert Wann (the “Resigning Directors”) resigned as members of the NYCB Board, effective as of March 11, 2024.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Steven Mnuchin was appointed as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.
- Action
- appointed
- Role
- Director
Exact text from the filing
Steven Mnuchin, Joseph Otting, Milton Berlinski, and Allen Puwalski (the “New Directors”) were appointed to the NYCB Board, effective March 11, 2024.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert Wann resigned as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.
- Action
- resigned
- Role
- Director
Exact text from the filing
Thomas Cangemi, James Carpenter, Leslie Dunn, Lawrence Rosano Jr, Ronald Rosenfeld and Robert Wann (the “Resigning Directors”) resigned as members of the NYCB Board, effective as of March 11, 2024.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joseph Otting was appointed as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.
- Action
- appointed
- Role
- Director
Exact text from the filing
Steven Mnuchin, Joseph Otting, Milton Berlinski, and Allen Puwalski (the “New Directors”) were appointed to the NYCB Board, effective March 11, 2024.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Allen Puwalski was appointed as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.
- Action
- appointed
- Role
- Director
Exact text from the filing
Steven Mnuchin, Joseph Otting, Milton Berlinski, and Allen Puwalski (the “New Directors”) were appointed to the NYCB Board, effective March 11, 2024.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ronald Rosenfeld resigned as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.
- Action
- resigned
- Role
- Director
Exact text from the filing
Thomas Cangemi, James Carpenter, Leslie Dunn, Lawrence Rosano Jr, Ronald Rosenfeld and Robert Wann (the “Resigning Directors”) resigned as members of the NYCB Board, effective as of March 11, 2024.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Milton Berlinski was appointed as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.
- Action
- appointed
- Role
- Director
Exact text from the filing
Steven Mnuchin, Joseph Otting, Milton Berlinski, and Allen Puwalski (the “New Directors”) were appointed to the NYCB Board, effective March 11, 2024.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joseph Otting was appointed as President and Chief Executive Officer at FLAGSTAR BANK, NATIONAL ASSOCIATION.
- Action
- appointed
- Role
- President and Chief Executive Officer
Exact text from the filing
Joseph Otting will assume the role of President and Chief Executive Officer of the Company as of April 1, 2024.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas Cangemi resigned as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.
- Action
- resigned
- Role
- Director
Exact text from the filing
Thomas Cangemi, James Carpenter, Leslie Dunn, Lawrence Rosano Jr, Ronald Rosenfeld and Robert Wann (the “Resigning Directors”) resigned as members of the NYCB Board, effective as of March 11, 2024.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lawrence Rosano Jr resigned as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.
- Action
- resigned
- Role
- Director
Exact text from the filing
Thomas Cangemi, James Carpenter, Leslie Dunn, Lawrence Rosano Jr, Ronald Rosenfeld and Robert Wann (the “Resigning Directors”) resigned as members of the NYCB Board, effective as of March 11, 2024.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
FLAGSTAR BANK, NATIONAL ASSOCIATION: Removed Article IX (including Presiding Director), established Lead Independent Director, and replaced Executive Chairman with Chairman of the Board effective April 1, 2024 (effective 2024-03-10).
- Change
- bylaw amendment
- Effective
- 2024-03-10
Exact text from the filing
on March 10, 2024, the bylaws of the Company were amended (the “Bylaws Amendment”) to reflect certain governance matters, including (i) the removal of Article IX of the bylaws of the Company (including removal of the position of the Presiding Director), (ii) the establishment of the position of the Lead Independent Director and (iii) that the position of the Executive Chairman of the Board shall cease to exist on April 1, 2024 and its replacement with the position of the Chairman of the Board
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
FLAGSTAR BANK, NATIONAL ASSOCIATION amended Liberty Investment Agreement with Liberty 77 Capital L.P. (effective 2024-03-11).
- Action
- amendment
- Agreement
- equity purchase
- Counterparty
- Liberty 77 Capital L.P.
- Effective
- 2024-03-11
Exact text from the filing
On March 11, 2024, NYCB entered into separate amendments to the Original Investment Agreements with Liberty (such agreement, as amended, the “Liberty Investment Agreement”)
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
FLAGSTAR BANK, NATIONAL ASSOCIATION amended Hudson Bay Investment Agreements with Hudson Bay Capital Management, LP (effective 2024-03-11).
- Action
- amendment
- Agreement
- equity purchase
- Counterparty
- Hudson Bay Capital Management, LP
- Effective
- 2024-03-11
Exact text from the filing
(“Liberty”), (b) affiliates of funds managed by Hudson Bay Capital Management, LP (“Hudson Bay”), (c) affiliates of funds managed by Reverence Capital Partners L.P.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
FLAGSTAR BANK, NATIONAL ASSOCIATION entered into Investment Agreements with affiliates of funds managed by Liberty 77 Capital L.P., Hudson Bay Capital Management, LP, Reverence Capital Partners L.P., and certain other investors valued at approximately $1.05 billion (effective 2024-03-07).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- affiliates of funds managed by Liberty 77 Capital L.P., Hudson Bay Capital Management, LP, Reverence Capital Partners L.P., and certain other investors
- Value
- approximately $1.05 billion
- Effective
- 2024-03-07
Exact text from the filing
the Investors invested an aggregate of approximately $1.05 billion in the Company in exchange for the sale and issuance of: (a) 76,630,965 shares of common stock, par value $0.01 per share, of NYCB (the “Common Stock”) at a purchase price per share of $2.00; (b) 192,062 shares of a new series of preferred stock
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
FLAGSTAR BANK, NATIONAL ASSOCIATION amended Reverence Investment Agreement with Reverence Capital Partners L.P. (effective 2024-03-11).
- Action
- amendment
- Agreement
- equity purchase
- Counterparty
- Reverence Capital Partners L.P.
- Effective
- 2024-03-11
Exact text from the filing
(“Liberty”), (b) affiliates of funds managed by Hudson Bay Capital Management, LP (“Hudson Bay”), (c) affiliates of funds managed by Reverence Capital Partners L.P. (“Reverence”) and (d) certain other investors (the “Other Investors” and, collectively with Liberty, Reverence and Hudson Bay, the “Investors”, and the investment agreements entered into with each of the Investors on March 7, 2024, collectively, the “Original Investment Agreements”).
View on SEC.gov
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