Item 1.01. Entry into a Material Definitive Agreement.
On
The Company used the net proceeds from the offering of the Notes to purchase
The Notes will mature on
The Company may, at its option, redeem the Notes (i) in whole or in part
beginning with the interest payment date of
There is no right of acceleration of maturity of the Notes in the case of
default in the payment of principal of, premium, if any, or interest on, the
Notes or in the performance of any other obligation of the Company under the
Notes or the Indenture. The Indenture provides that holders of the Notes may
accelerate payment of indebtedness only upon the Company's or
The Notes are general unsecured, subordinated obligations of the Company and
rank junior to all of its existing and future Senior Indebtedness (as defined in
the Indenture), including all of its general creditors. The Notes will be equal
in right of payment with any of the Company's existing and future subordinated
indebtedness, and will be senior to the Company's obligations relating to any
junior subordinated debt securities issued to the Company's capital trust
subsidiaries. In addition, the Notes are effectively subordinated to all secured
indebtedness of the Company to the extent of the value of the collateral
securing such indebtedness. The Notes are structurally subordinated to all of
the existing and future liabilities and obligations of the Company's
subsidiaries, including the deposit liabilities and claims of other creditors of
The foregoing descriptions of the Base Indenture, the First Supplemental Indenture, and the Notes are not complete and are each qualified in their entirety by reference to the complete text of the Base Indenture, the First Supplemental Indenture, and the form of the Notes, copies of which are attached as Exhibits 4.1, 4.2, and 4.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under and Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated herein by reference.
This Current Report on Form 8-K, including the Exhibits hereto, shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Any offering of the Notes is being made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act.
Item 9.01 Financial Statements and Exhibits
Exhibits Indenture, datedOctober 28, 2020 , betweenFlagstar Bancorp, Inc. and 4.1Wilmington Trust, National Association , as Trustee. First Supplemental Indenture, datedOctober 28, 2020 , between Flagstar 4.2Bancorp, Inc. andWilmington Trust, National Association , as Trustee. Form of 4.125% Fixed-to-Floating Rate Subordinated Note due 2030 4.3 (included in Exhibit 4.2). Opinion ofWarner Norcross + Judd LLP regarding the legality of the 5.1 Notes. 23.1 Consent ofWarner Norcross + Judd LLP (included in Exhibit 5.1) Cover Page Interactive Data File. The cover page XBRL tags are embedded 104 within the inline XBRL document (contained in Exhibit 101).
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