NYCB receives OCC approval for Flagstar merger; agreement extended to Dec 31, 2022

FLAGSTAR BANK, NATIONAL ASSOCIATION

OCC approved converting Flagstar Bank to a national bank and merging NYCB into it; waiting period ends Nov 11, 2022.
Merger agreement extended to Dec 31, 2022 from Oct 31, 2022; consideration and exchange ratio unchanged.
Closing still requires Federal Reserve Board approval; no associated waiting period expected for FRB.
Post-merger bank will operate 395 branches across nine states with national mortgage presence.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

FLAGSTAR BANK, NATIONAL ASSOCIATION amended Amendment No. 2 to the Agreement and Plan of Merger with New York Community Bancorp, Inc. and 615 Corp. valued at Extend Termination Date to December 31, 2022 and reflect post-closing payment of the Flagstar Third (effective 2022-10-27).

Action: amendment
Agreement: merger
Counterparty: New York Community Bancorp, Inc. and 615 Corp.
Value: Extend Termination Date to December 31, 2022 and reflect post-closing payment of the Flagstar Third
Effective: 2022-10-27

Exact text from the filing

Under the Second Amendment, NYCB, Merger Sub, and Flagstar have agreed to amend the Merger Agreement as follows: 1. Extend the Termination Date to December 31, 2022. 2. Reflect the post-closing payment of the Flagstar Third Quarter Dividend and the Special Dividend (each as defined in the Second Amendment), if applicable. Other than as expressly modified by the First Amendment (which was filed as an Exhibit 2.1 to the Current Report on Form 8-K filed by Flagstar with the Securities and Exchange Commission (the “SEC”) on April 27, 2022) or the Second Amendment, the Original Merger Agreement (which was filed as an Exhibit 2.1 to the Current Report on Form 8-K filed by Flagstar with the SEC on April 27, 2021) remains in full force and effect.

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Source: SEC EDGAR

accession 0001564590-22-035528

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