Item 2.01. Completion of Acquisition or Disposition of Assets.
On
On
Merger Consideration
As a result of the Holdco Merger, Flagstar ceased to exist as a separate entity.
At the effective time of the Merger (the "Effective Time"), each share of common
stock, par value
Treatment of Flagstar Equity Awards
Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding time-based restricted stock unit award (a "Flagstar RSU") under Flagstar's 2016 Stock Award and Incentive Plan (the "Flagstar Stock Plan") ceased to represent a restricted stock unit denominated in Flagstar Common Stock and was converted into a number of time-based restricted stock units denominated in NYCB Common Stock (each, an "NYCB RSU") equal to the product of (i) the number of shares of Flagstar Common Stock subject to such Flagstar RSU immediately prior to the Effective Time (including any applicable dividend equivalents), multiplied by (ii) the Exchange Ratio.
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Also pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding performance share unit (a "Flagstar PSU") under the Flagstar Stock Plan for which the applicable performance period was complete, including awards granted prior to the date of the Merger Agreement under Flagstar's Executive Long-Term Incentive Program and Flagstar PSUs granted in 2019, whether vested or unvested, ceased to represent a performance share unit denominated in shares of Flagstar Common Stock and was converted into the right to receive the Merger Consideration in respect of the number of shares of Flagstar Common Stock underlying such Flagstar PSU immediately prior to the Effective Time based on actual performance through completion of the applicable performance period, which was determined by the compensation committee of the board of directors of Flagstar.
Each Flagstar PSU determined not to have completed the applicable performance . . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
NYCB (as successor to Flagstar by operation of law) intends to file with the
The information disclosed in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The information disclosed in Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
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Item 5.01 Changes in Control of Registrant.
The information disclosed in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective upon completion of the Merger, all of the directors and officers of
Flagstar ceased serving as directors and officers of Flagstar, including
As previously described in NYCB and Flagstar's joint proxy statement/prospectus
in the section entitled "Interests of Certain Flagstar Directors and Executive
Officers in the Merger - NYCB Employment Agreements,"
Pursuant to the Merger Agreement,
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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. As of the effective time of the Holdco Merger, the articles of incorporation and the bylaws of Flagstar ceased to be in effect by operation of law and the organizational documents of NYCB (as successor to Flagstar by operation of law) remained the organizational documents of NYCB, as the surviving corporation in the Holdco Merger, in accordance with the terms of the Merger Agreement. The Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of NYCB, as in effect as of the Effective Time, which are attached as Exhibits 3.1-3.4, are incorporated herein by reference.
The information disclosed in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description of Exhibit 2.1† Agreement and Plan of Merger, dated as ofApril 24, 2021 , by and among New York Community Bancorp, Inc., 615 Corp. andFlagstar Bancorp, Inc. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Flagstar onApril 26, 2021 ) 2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as ofApril 26, 2022 , by and among New York Community Bancorp, Inc., 615 Corp. andFlagstar Bancorp, Inc. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Flagstar onApril 27, 2022 ) 2.3 Amendment No. 2 to Agreement and Plan of Merger, dated as ofOctober 27, 2022 , by and among New York Community Bancorp, Inc., 615 Corp. andFlagstar Bancorp, Inc. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Flagstar onOctober 28, 2022 ) 3.1 Amended and Restated Certificate of Incorporation of NYCB (incorporated by reference to Exhibits filed with NYCB's Form 10-Q for the quarterly period endedMarch 31, 2001 ) 3.2 Certificates of Amendment of Amended and Restated Certificate of Incorporation of NYCB (incorporated by reference to Exhibits filed with NYCB's Form 10-K for the year endedDecember 31, 2003 (File No. 1-31565)) 3.3 Certificate of Amendment of Amended and Restated Certificate of Incorporation of NYCB (incorporated by reference to Exhibits to NYCB's Form 8-K filed onApril 27, 2016 ) 3.4 Amended and Restated Bylaws of NYCB (incorporated by reference to Exhibits filed with NYCB's Form 8-K, dated as ofDecember 1, 2022 ) 104 Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document)
† Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. NYCB
hereby undertakes to furnish supplemental copies of any of the omitted
schedules upon request by the
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