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Former Treasury Secretary Steven Mnuchin, New Executive Director Joseph Otting, Milton Berlinski and Allen Puwalski Named NYCB Board of Directors
HICKSVILLE, N. Y. , March 11, 2024 /PRNewswire/ — New York Community Bancorp, Inc. (NYSE: NYCB) (“NYCB” or the “Company”) announced today that it has completed previously announced transactions, resulting in individual transactions totaling approximately $1. 05 billion in investments in the Company through Liberty Strategic Capital (“Liberty”), controlled budget through Hudson Bay Capital Management (“Hudson Bay”), controlled budget through Reverence Capital Partners (“Reverence Capital”) and other investors (collectively, the “Investors”).
Sandro DiNello, Executive Chairman and Chief Executive Officer, commented, “The finishing touch to this significant fundraise demonstrates the confidence those strategic investors have expressed in the company’s continued change and in us to execute our strategy from a position of strength. Our company enters this next phase with an advance of the balance sheet and liquidity position.
Former Treasury Secretary Steven Mnuchin, recently appointed senior independent board director and founder and CEO of Liberty, said, “We are excited to be a component of the new NYCB chapter. This transaction has strengthened the company’s balance sheet and liquidity position and looks forward to operating with NYCB’s control and committed staff to create shareholder value. “
Berlinski, a new member of the board of directors and managing partner of Reverence Capital, added: “We are delighted to invest together with these strong investors. We, NYCB, have a great opportunity to reposition ourselves as a regional bank and grow again. “and profitability and look forward to working with new CEO Joseph Otting and the control team. “
As part of the transactions, the Board was reduced to ten members and the Society added four new directors to the Board: Secretary Steven Mnuchin, former Comptroller of Currency Joseph Otting; Milton Berlinski, managing partner of Reverence Capital; and Allen Puwalski, on the advice of Hudson’s Bay. Sr. DiNello, Marshall Lux, Lawrence Savarese, Peter Schoels, David Treadwell and Jennifer Whip remain members of the board of directors.
Description of Transactions and Securities Issued
The transactions involve the creation and issuance of other non-unusual inventories as well as new securities of the Company’s shares, namely, two new series of liked inventories (Series B and Series C) that were factored at closing, as well as a new series of I liked the inventories. Favorite inventories (Series D) that can be issued upon the execution of secure factored collateral for investors. The desired inventories are being factored in connection with the capital accumulation in the component because the Company does not have a sufficient amount of legal non-unusual inventories not yet factored under our amended and restated certificate of incorporation of the company (the “Certificate of Incorporation” ) to allow the Company to factor only inventories to investors. Accordingly, we require the approval of our inventory holders, as described in more detail below, to amend our certificate of incorporation to construct our general legal inventories of non-unusual inventory and to permit the issuance of an amount of non-unusual inventory of 20% or more of our overall non-unusual inventory in accordance with the regulations of the New York Stock Exchange (“NYSE”). In addition, our issuance of non-vested preferred stock voting facilitates the ability of investors to make immediate and higher value investments in the Company in a manner consistent with applicable banking legislation and regulations, adding the regulations and limitations of Regulation Y of the Bank Holding Company Law. of 1956, as amended (collectively, the “Control Limitations”).
Upon receipt of antitrust clearance (as described below) and stock issuance approval (as explained below), in combination with a similar amendment to our certificate of incorporation, (i) the Series C Preferred Stock will automatically be converted into common shares. Shares for each investor who ultimately obtained the Series C Preferred Stock to the extent permitted by the control limits (unless such investor obtains no prior objection from the Federal Reserve to obtain an amount of our common inventory in excess of the control limits control). ) and (ii) the dividend payable on the Series B Preferred Shares, other than the pro rata participation in non-unusual dividends on the shares, will be eliminated and, consequently, the holders of the Series B Preferred Shares at that time will not They will have economic rights beyond those obtained by the holders of our usual inventory. Additionally, if required shareholder approvals are not received within 180 days of completion, investors will receive cash-settled warrants exercisable 60 days after issuance (or such warrants will be forfeited). if the required shareholder approvals are received at this time). was 60 days).
Below is a summary that describes in more detail the securities issued in connection with the transactions:
76,630,965 is not unusual in percentages, at a percentage value of $2. 00.
192,062 consisting of percentages of a new series of percentage-consistent preferred stock, at a nominal cost of $0. 01 consistent with percentages, of the Company designated as Series B Non-Cumulative Convertible Preferred Stock (the “Series B Preferred Stock”), at a value consistent with Each Series B Preferred Stock may not be transferred to a holder, but is convertible into 1,000 common percentages at the time of its transfer through the holder thereof in accordance with the regulations and limitations of Regulation Y (a “Reg Y Transfer”). Holders of Series B Preferred Stock shall not be entitled to vote on such percentages on any matter voted on by the Company’s stockholders, except for certain matters expressly statutory through the related designation certificate, and all those consistent with the shares of Series B Preferred Stock constitute the right (on an exchange basis) to obtain approximately 192 million percent of our common stock.
256,307 per percentage of a new series of percentage preferred shares, with a nominal cost of $0. 01 per percentage, of the Company designated as non-cumulative percentage convertible Series C (the “Series C Preferred Shares”), at a value consistent with with a percentage of $2,000. Each consistent percentage of Series C Preferred Shares is convertible into 1,000 consistent percentages of Common Shares upon the occurrence of certain events (including (i) a portion upon expiration or termination of any applicable waiting period (or extension thereof). (ci) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the acquisition or ownership of our non-unusual inventory by such holder and (ii) the portion remaining upon receipt of the Stock Issuance Approvals (as explains below)). Additionally, under Reg Y transfers, Series C preferred shares are convertible into 1,000 percentage points of common stock. The holders of Series C Preferred Stock will not have the right to vote such percentages on any matter submitted to a vote of the holders of shares of the Company, except certain matters expressly legal through the related certificate of designation, and all those consistent with percentages of the Series C preferred stock represents the right (on a commuted basis) to obtain approximately $256 million in percentages of our common inventory.
Warrants entitled, through the seventh anniversary of the issuance of this Warrant, to purchase, for $2,500 per cent, a new class of non-voting common stock of the Company, with a par price of $0. 01. consistent with a consistent percentage (the “Series D NVCE Shares”). Each Series D NVCE share is convertible into 1000 shares of common stock (or, in certain limited circumstances, one Series C preferred stock) as a component of a Reg Y transfer, and all such Series D NVCE shares constitute the right (on an exchange basis) to obtain 315 million Common Shares. Warrants will not be exercisable until 180 days after closing.
As a result of the transactions, if all shares are converted to non-unusual shares, the Company will factor in a total of approximately 525 million non-unusual shares and investors will own approximately 39. 6% of the Company on a fully diluted basis. Warrants can be exercised for up to 315 million shares of common stock; However, given the net trading power of warrant stock, the factored quantity will be less than 315 million total stock.
Questions to present to the company’s shareholders
The Company plans to submit to its stockholders for adoption and approval (a) amendments to the certificate of incorporation to (i) effect at least a 1-3 reverse inventory split of our non-unusual inventory (the “Inventory Consolidation Amendment of COI”), among other reasons, to make the offering value more attractive to a broader organization of institutional and retail investors, (ii) increase the number of legal inventories of the Company’s common inventory to at least 1,700,000,000 (or, if the Certificate of Incorporation, at least 566,670,000) (the “Permitted Amendment to COI Shares”) and (iii) exempt certain investors and their respective affiliates from the application of a provision of the certificate of incorporation that prohibits Any user who is a beneficial owner of, or in, more than 10% of our non-unusual inventory is then highlighted for exercising the right to vote such non-unusual inventory beyond this 10% threshold (the “COI Exemption Amendment” and, together with the COI Reverse Stock Split Amendment and the COI Reverse Stock Split Amendment Stock Amendment, the “COI Amendments”); and (b) approval of the issuance of inventories of our non-unusual inventory exceeding 19. 9% of the total voting power of the Company’s securities (the “Issue of Shares”) in accordance with the regulations of the Exchange from New York.
The required vote of our shareholders to (a) properly and validly adopt and approve the COI Stock Consolidation Amendment and the COI Authorized Stock Amendment requires an affirmative vote through a majority of the votes cast through the holders of Common Shares, at any given time. (b) adopt and approve the COI Exemption Amendment requires the affirmative vote of the holders of a majority of the notable inventories in our non-unusual inventory entitled to vote on the COI Exemption Amendment and (c) approve the COI Exemption Amendment. The issuance of inventories requires the affirmative vote of a majority of the votes cast through the holders of common inventories at a duly convened meeting of the Company’s shareholders at which a quorum is provided (the “Approval of Issue of Shares”). ” and, in combination with the adoption and approval of the IOC Waiver Amendment, the “Required Shareholder Approvals”).
Awarding of Employment Incentive Scholarships
NYCB also announced the provision of work incentive bonuses to Joseph Otting as a component of graduation from his employment at NYCB, effective March 6, 2024.
The Board of Directors approved the Employment Incentives on March 6, 2024, as a significant incentive to participate in a task offered in the Employment Incentives Exception to Rule 303A. 08 listing on the New York Stock Exchange requiring shareholder approval for stock compensation plans. . Registration Rule 303A. 08 requires public announcement of such a reward.
The incentive grant consists of an option to acquire 15,000,000 shares of the Company’s common stock, with a restructuring value of $2. 00 per share, and grant in 12 quarterly installments beginning March 6, 2024, with an accelerated grant in the event of a replacement to the Company prior to the final acquisition date.
Incentive awards are awarded outside of New York Community Bancorp, Inc. ‘s 2020 Omnibus Incentive Plan. (the “Plan”) and the share payment plan approved by the Company’s shareholders, but shall be subject to the same terms and conditions as those that apply to bonuses granted under the Plan.
Advisors
Jefferies LLC acts as NYCB’s exclusive money advisor and sole placement agent. Skadden, Arps, Slate, Meagher
About New York Community Bancorp, Inc.
New York Community Bancorp, Inc. es the parent company of Flagstar Bank, N. A. , one of the nation’s largest regional banks. The company is headquartered in Hicksville, New York. Al December 31, 2023, the company had $113. 9 billion in assets. $85. 8 billion in loans, $81. 4 billion in deposits and $8. 4 billion in general stockholders’ equity.
Flagstar Bank, N. A. operates 420 branches, primarily in the Northeast and Midwest. Flagstar Mortgage operates nationwide through a wholesale network of approximately 3000 third-party loan originators. In addition, the bank has 134 personal banking groups in more than ten cities in the New York Metropolitan Domain and on the West Coast, serving the desires of high-net-worth Americans and their businesses.
New York Community Bancorp, Inc. holds market-leading positions in several national companies, adding multifamily finishes, loan origination and servicing, and warehouse finishes. Flagstar Mortgage is the seventh-largest residential loan issuer for the 12-month period ending December 31, 2023, and the industry’s fifth-largest loan subcontractor nationally, managing 1. 4 million accounts with $382 billion in notable principal balances. In addition, the Company is the second-largest warehouse loan lender nationally in overall commitments.
About Liberty Capital Strategic
Liberty Strategic Capital is a private equity corporation headquartered in Washington, D. C. focused on strategic investments in technology, money services, and fintech, as well as new content bureaucracy. The company was founded in 2021 and is led by Steven T. Mnuchin, number 77. Our leadership team combines decades of experience in public service and the personal sector, creating a unique view of the intersection of capital, technology, and government regulation.
About Hudson’s Bay Capital Management
Hudson Bay Capital Management is a global investment control firm with operations in Greenwich, New York, Miami, Boston, London and Dubai. The Hudson Bay Capital team seeks to achieve exceptional returns by uncovering market inefficiencies and undervalued investment opportunities that are uncorrelated with others or market indices, while focusing on threat control, portfolio structure, and capital preservation. Hudson Bay Capital has been managing assets on behalf of pension plans, sovereign wealth funds, endowments, foundations, Americans, and high-net-worth families since 2006.
About Reverence Capital
Reverence Capital Partners is a personal investment firm focused on 3 complementary strategies: (i) personal equity focused on a monetary matrix (ii) opportunistic structured lending, and (iii) genuine real estate solutions. Today, Reverence has more than $8 billion in assets under management. Reverence focuses on the theme of making investments in the world’s leading monetary companies. The firm was founded in 2013 through Milton Berlinski, Peter Aberg and Alex Chulack, after outstanding advisory and investment careers at a wide variety of money companies. Collectively, the partners bring more than one hundred years of advice and investment to the table, reflected in a wide variety of monetary industries.
Forward-Looking Statements
This press release would likely involve forward-looking statements by the Company relating to matters such as our objectives, intentions and expectations relating to, among other things, the convertibility of desired inventories and the restructuring of warrants issued in connection with this buildup. in Capital. transaction; the Company’s seeking (and the Company’s ability to obtain) the approval of its shareholders for any mandatory amendments to the Company’s organizational documents or approval of the issuance of non-unusual inventory or desired inventory under this transaction of capital accumulation; receipt of all required regulatory approvals or no objections in connection with this capital raising transaction; revenues, profits, credit production, asset quality, capital grades and acquisitions, among others; our estimates of the long-term prices and earnings of moves we would likely make; our evidence of probable credit losses; our testing of interest rates and other market risks; and our ability to achieve our monetary and other strategic objectives, including those similar to our merger with Flagstar Bancorp, Inc. , which completed on December 1, 2022, the acquisition and assumption of certain assets and liabilities of Signature Bridge Bank as of of March 20. Array 2023 (the “Signed Transaction”) and our transition to a $100+ billion bank.
Forward-looking statements are sometimes referred to through words such as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “should” and other similar terminology. words and phrases, and are subject to assumptions, dangers, and uncertainties, which change over time. In addition, forward-looking statements speak only as of the date they are made; the Company assumes no legal responsibility and assumes no legal liability to update any forward-looking statements. In addition, because forward-looking statements are subject to assumptions and uncertainties, actual effects or long-term events may simply differ, in all likelihood materially, from those expected in our statements, and our long-term functionality may differ materially from our past effects.
Our forward-looking statements are subject to the following principal risks and uncertainties: general economic situations and trends, whether national or local; situations in the stock markets; adjustments in interest rates; adjustments in deposit flows and demands for deposit products, loans, investments and other monetary services; adjustments in real estate values; adjustments in the quality or composition of our loan or investment portfolios; adjustments to long-term provisions for credit losses in accordance with applicable accounting and regulatory requirements; the ability to pay long-term dividends at rates ultimately expected; adjustments in our capital and balance sheet control methods and our ability to successfully implement those methods; adjustments in competitive pressures between monetary establishments or non-monetary establishments; adjustments in legislation, regulations and policies; the good fortune of our blockchain and fintech businesses, investments and strategic partnerships; the restructuring of our lending business; the impact of disruptions, interruptions or breaches of the Company’s or third parties’ operational or security systems, data or infrastructure, including as a result of cyber campaigns or attacks; the effect of natural disasters, extreme weather events, military confrontations (including the confrontation between Russia and Ukraine, the confrontation in Israel and surrounding regions, the possible expansion of those confrontations and the possible geopolitical consequences), terrorism or other geopolitical events; and other various matters that, by their nature, are subject to significant uncertainties and/or are beyond our control. Our forward-looking statements are also subject to the following principal risks and uncertainties regarding our merger with Flagstar Bancorp, which completed on December 1, 2022, and the signed transaction; the option that the expected benefits of transmovements may not be learned when expected or may not be learned at all; the option of increased legal and compliance costs, aggregated with respect to any litigation or regulatory moves similar to the business practices of the acquired corporations or the combined business; diversion of attention from monitoring ongoing operations and business opportunities; the option that the Company may not be able to realize the expected synergies and operational efficiencies in or as a result of the Translocations in the expected time frame or at all; and income from translocations would possibly be lower than expected. Furthermore, there can be no assurance that the Community Benefits Agreement entered into with NCRC, which was contingent upon the Company’s eventual merger with Flagstar Bancorp, Inc. , will achieve the final effects or results originally intended or expected through us in due course. . to adjustments in our business strategy, the functionality of the U. S. economy, or adjustments in laws and regulations that have effects on us, our customers, the communities we serve and the U. S. economy. (adding, among others, to (limited to tax legislation and regulations).
Further data related to some of those items is provided in the Risk Factors segment of our Annual Report on Form 10-K for the year ended December 31, 2022, and in our Quarterly Reports on Form 10-Q for the quarters ended March 31. 2023, June 30, 2023, and September 30, 2023 and in other Securities and Exchange Commission (“SEC”) reports we filed. Our forward-looking statements may also be subject to other dangers and uncertainties, in addition to which we may discuss in this amendment, in investor filings or in our other filings with the SEC, which can be found on our website and on the SEC’s website, www. sec. Gov.
Important facts and where to find them.
This press release may be considered an application document related to an amendment to the Company’s bylaws and other shareholder approvals. As a component of the required shareholder approvals, NYCB will file with the SEC an initial power of attorney and a final power of attorney. shall be sent to holders of NYCB shares, seeking secure approvals similar to the issuances of common stock issued in connection with each investment and to be issued following the conversion of similar shares issued pursuant to the investment agreements.
INVESTORS AND SECURITY HOLDERS OF NYCB AND ITS RESPECTIVE SUBSIDIARIES ARE ADVISED TO REREAD, WHEN AVAILABLE, THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NYCB AND THE TRANSACTION. Investors and security holders will be required to download a copy of the proxy statement, as well as other applicable documents filed with the SEC containing data about NYCB, with no fee with the SEC. online page (http://www. sec. gov). Copies of NYCB’s SEC filings may also be downloaded, free of charge, by directing a request to Investor Relations, New York Community Bancorp, Inc. , 102 Duffy Avenue, Hicksville, New York 11801 or by telephone (516-683-4420).
Participants in the Request for Proxies in Connection with the Proposed Transaction
NYCB and certain of its respective directors, officers, and workers will possibly be considered participants in the proxy solicitation with respect to the shareholder approvals required under SEC regulations. Information relating to NYCB’s directors and officers must be held in its final possession by its 2023 Annual Meeting of Stockholders, which was filed with the SEC on April 21, 2023, and secure from its existing reports on Form 8-K. Additional details relating to proxy solicitation participants related to such shareholder approvals and a description of their direct and indirect interests, through securities held or otherwise, will be contained in the proxy and other applicable documents to be filed with the SEC. Free copies of these documents may be received, when available, as described. in the previous paragraph.
It’s not a values
The information contained in this press release is for informational purposes only and does not constitute or form a component of an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities. Securities subject to personal placement have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.
Investor Contact: Salvatore J. DiMartino (516) 683-4286
Media Contact: Steven Bodakowski (248) 312-5872
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SOURCE New York Community Bancorp, Inc.