FBC Flagstar Bancorp Inc New

Item 2.01. Completion of Acquisition or Disposition of Assets.

On December 1, 2022, before the opening of business and on the terms and subject to the conditions set forth in that certain Agreement and Plan of Merger, dated as of April 24, 2021 (the “Original Agreement”), by and among New York Community Bancorp, Inc., a Delaware corporation (“NYCB”), 615 Corp., a Delaware corporation and a direct, wholly-owned subsidiary of NYCB (“Merger Sub”), and Flagstar Bancorp, Inc., a Michigan corporation (“Flagstar”), as amended by Amendment No. 1 to the Original Agreement, dated as of April 26, 2022 (“Amendment No. 1”), by and among NYCB, Merger Sub and Flagstar, and as further amended by Amendment No. 2 to the Original Agreement, dated as of October 27, 2022 (“Amendment No.2”, and the Original Agreement, as amended by Amendment No. 1 and Amendment No. 2, the “Merger Agreement), by and among NYCB, Merger Sub and Flagstar, (i) Merger Sub merged with and into Flagstar (the “Merger”), with Flagstar as the surviving entity (the “Interim Surviving Entity”), and (ii) immediately thereafter, Flagstar merged with and into NYCB (the “Holdco Merger”), with NYCB as the surviving entity.

On December 1, 2022, following the Holdco Merger, Flagstar Bank, FSB converted (the “Conversion”) from a federally chartered stock savings bank into Flagstar Bank, N.A., a national banking association (“Flagstar NA”), and, promptly following the Conversion, New York Community Bank, a New York State-chartered savings bank and subsidiary of NYCB (“NYCB Bank”) merged with and into Flagstar NA (the “Bank Merger,” and, together with the Merger, the Holdco Merger and the Conversion, the “Transactions”), so that Flagstar NA is the surviving bank in the Bank Merger.

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 $0.01 per share, of Flagstar outstanding immediately prior to the Effective Time (“Flagstar Common Stock”), except for certain shares held by NYCB or Flagstar, which shares were cancelled without receipt of any consideration, was converted into the right to receive 4.0151 shares (the “Exchange Ratio”) of the common stock, par value $0.01 per share, of NYCB (“NYCB Common Stock”) (the “Merger Consideration”). Holders of Flagstar Common stock will receive cash in lieu of fractional shares of NYCB Common Stock.

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.

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 period at the Effective Time ceased to represent a performance share unit denominated in shares of Flagstar Common Stock and was converted into an NYCB RSU. The number of shares of NYCB Common Stock subject to each such NYCB RSU is equal to the product of (i) the number of shares of Flagstar Common Stock subject to such Flagstar PSU immediately prior to the Effective Time (including any applicable dividend equivalents) based on (a) in the case of Flagstar PSUs granted in 2020, 150% of the target level of performance and (b) in the case of Flagstar PSUs granted in 2021 and thereafter, the target level of performance multiplied by (ii) the Exchange Ratio.

The NYCB RSUs continue to be governed by the same terms and conditions (including employment vesting terms but excluding performance conditions, after giving effect to any “change in control” post-termination protections under the applicable Flagstar Stock Plan or award agreement; provided that such protections have been extended to apply until 18 months after the Effective Time) as were applicable to the applicable Flagstar RSU or Flagstar PSU immediately prior to the Effective Time.

At the Effective Time, each outstanding restricted stock award held by a Flagstar director (a “Flagstar Restricted Share Award”) under the Flagstar Stock Plan, whether vested or unvested, was accelerated in full and converted into, and became exchanged for, the Merger Consideration in respect of the number of shares of Flagstar Common Stock subject to each such Flagstar Restricted Share Award.

The foregoing description of the Merger Agreement and the Transactions does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference.