In the news release, NEW YORK
COMMUNITY BANCORP, INC. ANNOUNCES OVER $1 BILLION EQUITY INVESTMENT ANCHORED BY FORMER
U.S. TREASURY SECRETARY STEVEN
MNUCHIN'S LIBERTY STRATEGIC CAPITAL, HUDSON BAY AND
REVERENCE CAPITAL, issued 06-Mar-2024
by New York Community Bancorp, Inc. over PR Newswire, we are
advised by the company that there are updates throughout. The
complete, corrected release follows:
NEW YORK COMMUNITY BANCORP, INC. ANNOUNCES OVER $1 BILLION EQUITY
INVESTMENT ANCHORED BY FORMER U.S. TREASURY SECRETARY STEVEN T.
MNUCHIN'S LIBERTY STRATEGIC CAPITAL, HUDSON BAY CAPITAL AND
REVERENCE CAPITAL
Former Secretary Steven Mnuchin, Joseph
Otting, Milton Berlinski and
Allen Puwalski to Join NYCB Board of
Directors
Joseph
Otting to Become CEO and Alessandro
DiNello to be Named as Non-Executive Chairman
HICKSVILLE, N.Y., March 7,
2024 /PRNewswire/ -- New York Community Bancorp, Inc.
(NYSE: NYCB) ("NYCB" or the "Company") today announced that Liberty
Strategic Capital ("Liberty"), funds managed by Hudson Bay Capital
Management ("Hudson Bay"), Reverence
Capital Partners ("Reverence Capital"), Citadel Global Equities
("Citadel"), other institutional investors and certain members of
the Company's management (collectively, the "Investors") will make
individual investments aggregating to over $1 billion in the Company. Liberty will invest
$450 million, Hudson Bay will invest $250 million, and Reverence will invest
$200 million as part of the
transaction.
In connection with the transactions, the Company will add four
new directors to its Board, including Steven Mnuchin, the 77th Secretary of
the Treasury, Joseph Otting, former
Comptroller of the Currency, Milton
Berlinski, Managing Partner of Reverence Capital, and
Allen Puwalski, at the
recommendation of Hudson Bay.
In addition, Mr. Otting will become Chief Executive Officer and
Mr. DiNello will be named as Non-Executive Chairman, providing his
strong banking knowledge in support of Mr. Otting and the Board.
Mr. Otting served as the 31st Comptroller of the
Currency and has had a long, distinguished career in banking
including, having served as CEO of OneWest Bank from 2010 to 2015
and as Acting Director of the Federal Housing Finance Agency in
2018.
Secretary Steven Mnuchin stated,
"In evaluating our investment, we were mindful of the Bank's credit
risk profile. With the over $1
billion of capital invested in the Bank, we believe we now
have sufficient capital should reserves need to be increased in the
future to be consistent with or above the coverage ratio of NYCB's
large bank peers."
Non-Executive Chairman Sandro
DiNello stated, "We welcome the approach that Liberty,
Reverence and the other investors took in their respective
evaluations of the Bank and look forward to incorporating their
insights going forward. The strategic investments involving former
Secretary Steven Mnuchin, former
Comptroller Joseph Otting and
Milton Berlinski, along with the
other institutional investors is a positive endorsement of the
turnaround that is underway and allows us to execute on our
strategy from a position of strength. We enter this next chapter
with a strong balance sheet and liquidity position supported by a
diversified and retail focused deposit base. Our new leadership
team, with the support of the reconstituted Board, will continue to
take the actions that are necessary to improve earnings,
profitability and drive enhanced value for shareholders."
Secretary Mnuchin stated, "We decided to make this investment
because we believe Sandro, alongside new management, has taken the
appropriate actions to stabilize the Company and to position NYCB
to become a best-in-class $100+ billion national bank with a
diversified and de-risked business model that supports long term
profitability. We are delighted that former Comptroller Otting
will be NYCB's new CEO and believe that the actions taken by NYCB
establish a strong foundation for future growth through our new
relationship with other new Board members and investors. We are
confident that NYCB is poised to generate sustainable shareholder
value."
Mr. Berlinski added, "We are excited to be investing behind this
management team with such strong investors and believe NYCB has a
great opportunity to reposition the company and return to growth.
NYCB's franchise is well positioned for continued success with the
addition of former Comptroller Otting."
As part of the reconstitution, the Board will be reduced to nine
members and will include Secretary Mnuchin, Mr. Otting, Mr.
Puwalski, Mr. Berlinski, Mr. DiNello, Marshall Lux, Peter
Schoels, Jennifer Whip and David
Treadwell.
Transactions Details
In connection with the equity capital raise transactions, NYCB
will sell and issue, in the aggregate, to the Investors
approximately (i) 59,750,000 shares of common stock, par value
$0.01 per share, of the Company at a
price per share of $2.00, (ii)
192,062 shares of a new series of preferred stock, par value
$0.01 per share, of the Company
designated as Series B Noncumulative Convertible Preferred Stock at
a price per share of $2,000 and with
a conversion price of $2.00, and
(iii) 273,188 shares of a new series of preferred stock, par value
$0.01 per share, of the Company
designated as Series C Noncumulative Convertible Preferred Stock at
a price per share of $2,000 and with
a conversion price of $2.00, for an
aggregate investment amount of $1.05
billion. In addition, investors will receive 7-year warrants
to purchase non-voting, common-equivalent stock of the Company
representing $315 million of
underlying shares of common stock of the Company with an exercise
price of $2.50 per share, a 25%
premium to the price paid on common stock. Upon completion of the
transactions, the aggregate shares issued to the Investors are
expected to represent approximately 41.4% of the outstanding shares
of Company on an as converted fully diluted basis.
Holders of the preferred stock will not have voting rights and
will be entitled to quarterly non-cumulative cash dividends, as and
if declared by the Board. Each share of preferred stock is
convertible into common stock on a 1 preferred share – 1,000 common
shares basis. Series B preferred stock will automatically convert
upon certain transfers permitted by federal banking regulations ,
while Series C preferred stock will automatically convert upon the
achievement of certain trigger events related to receipt of
antitrust clearance under the Hart Scott Rodino Act and shareholder
approval. The Company will provide customary shelf and piggyback
registration rights to each of the Investors. Additionally, Liberty
and Reverence will also have the ability to request an underwritten
shelf take-down and block trade rights.
Timing and Approvals
The transaction is expected to close on or around Monday, March 11, 2024, subject to the
satisfaction of certain closing conditions, including the filing of
a supplemental listing application required to authorize for
listing on the New York Stock Exchange the shares of common stock
issued under each investment agreement and to be issued upon the
conversion of shares of the preferred stock issued under the
investment agreements.
Advisors
Jefferies LLC is acting as exclusive financial advisor and sole
placement agent to NYCB. Skadden, Arps, Slate, Meagher & Flom
LLP is serving as legal counsel to NYCB. Sullivan & Cromwell
LLP is serving as legal counsel to Liberty Strategic Capital.
Schulte Roth & Zabel LLP is
serving as legal counsel to Hudson Bay Capital. Latham &
Watkins LLP is acting as legal counsel to Jefferies LLC.
About New York Community Bancorp, Inc.
New York Community Bancorp, Inc. is the parent company of
Flagstar Bank, N.A., one of the largest regional banks in the
country. The Company is headquartered in Hicksville, New York. At December 31,
2023, the Company had $113.9 billion
of assets, $85.8 billion of loans,
deposits of $81.4 billion, and
total stockholders' equity of $8.4 billion.
Flagstar Bank, N.A. operates 420 branches, including strong
footholds in the Northeast and Midwest and exposure to high growth
markets in the Southeast and West Coast. Flagstar Mortgage operates
nationally through a wholesale network of approximately 3,000
third-party mortgage originators. In addition, the Bank has 134
private banking teams located in over ten cities in the
metropolitan New York City region
and on the West Coast, which serve the needs of high-net worth
individuals and their businesses.
New York Community Bancorp, Inc. has market-leading positions in
several national businesses, including multi-family lending,
mortgage origination and servicing, and warehouse lending. Flagstar
Mortgage is the seventh largest bank originator of residential
mortgages for the 12-months ending December
31, 2023 and the industry's fifth largest sub-servicer of
mortgage loans nationwide, servicing 1.4 million accounts with
$382 billion in unpaid principal balances. Additionally, the
Company is the second largest mortgage warehouse lender nationally
based on total commitments.
About Liberty Strategic Capital
Liberty Strategic Capital is a Washington, D.C.-based private equity firm
focused on strategic investments in technology, financial services
and fintech, and new forms of content. The firm was founded in 2021
and is led by Steven T. Mnuchin, the
77th Secretary of the Treasury. Our leadership team combines
decades of public service and private sector experience, creating
unique insight into the intersection of capital, technology, and
government regulation.
About Hudson Bay Capital Management
Hudson Bay Capital Management is a global investment management
firm operating in Greenwich, New
York, Miami, Boston, London and Dubai. Hudson Bay Capital's team
seeks to achieve outstanding performance by uncovering market
inefficiencies and undervalued investment opportunities that are
uncorrelated to each other and to market indices while maintaining
a focus on risk management, portfolio construction and capital
preservation. Hudson Bay Capital has been managing assets on behalf
of pension plans, sovereign wealth funds, endowments, foundations,
high net worth individuals and families since 2006.
About Reverence Capital
Reverence Capital Partners is a private investment firm focused
on three complementary strategies: (i) Financial Services-Focused
Private Equity, (ii) Opportunistic, Structured Credit, and (iii)
Real Estate Solutions. Today, Reverence manages in excess of
$8 billion in AUM. Reverence focuses
on thematic investing in leading global Financial Services
businesses. The firm was founded in 2013, by Milton Berlinski, Peter
Aberg and Alex Chulack, after
distinguished careers advising and investing in a broad array of
financial services businesses. The Partners collectively bring over
100 years of advisory and investing experience across a wide range
of Financial Services sectors.
Forward Looking Statements
This press release may include forward‐looking statements by the
Company pertaining to such matters as our goals, intentions, and
expectations regarding revenues, earnings, loan production, asset
quality, capital levels, and acquisitions, among other matters; our
estimates of future costs and benefits of the actions we may take;
our assessments of probable losses on loans; our assessments of
interest rate and other market risks; and our ability to achieve
our financial and other strategic goals, including those related to
our merger with Flagstar Bancorp, Inc., which was completed on
December 1, 2022, the Signature
Transaction, and our transition to a $100
billion plus bank.
Forward‐looking statements are typically identified by such
words as "believe," "expect," "anticipate," "intend," "outlook,"
"estimate," "forecast," "project," "should," and other similar
words and expressions, and are subject to numerous assumptions,
risks, and uncertainties, which change over time. Additionally,
forward‐looking statements speak only as of the date they are made;
the Company does not assume any duty, and does not undertake, to
update our forward‐looking statements. Furthermore, because
forward‐looking statements are subject to assumptions and
uncertainties, actual results or future events could differ,
possibly materially, from those anticipated in our statements, and
our future performance could differ materially from our historical
results.
Our forward‐looking statements are subject to the following
principal risks and uncertainties: general economic conditions and
trends, either nationally or locally; conditions in the securities
markets; changes in interest rates; changes in deposit flows, and
in the demand for deposit, loan, and investment products and other
financial services; changes in real estate values; changes in the
quality or composition of our loan or investment portfolios;
changes in future allowance for credit losses requirements under
relevant accounting and regulatory requirements; the ability to pay
future dividends at currently expected rates; changes in our
capital management and balance sheet strategies and our ability to
successfully implement such strategies; changes in competitive
pressures among financial institutions or from non‐financial
institutions; changes in legislation, regulations, and policies;
the success of our blockchain and fintech activities, investments
and strategic partnerships; the restructuring of our mortgage
business; the impact of failures or disruptions in or breaches of
the Company's operational or security systems, data or
infrastructure, or those of third parties, including as a result of
cyberattacks or campaigns; the impact of natural disasters, extreme
weather events, military conflict (including the Russia/Ukraine conflict, the conflict in Israel and surrounding areas, the possible
expansion of such conflicts and potential geopolitical
consequences), terrorism or other geopolitical events; and a
variety of other matters which, 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 with respect to our merger with
Flagstar Bancorp, which was completed on December 1, 2022, and the Signature Transaction;
the possibility that the anticipated benefits of the transactions
will not be realized when expected or at all; the possibility of
increased legal and compliance costs, including with respect to any
litigation or regulatory actions related to the business practices
of acquired companies or the combined business; diversion of
management's attention from ongoing business operations and
opportunities; the possibility that the Company may be unable to
achieve expected synergies and operating efficiencies in or as a
result of the transactions within the expected timeframes or at
all; and revenues following the transactions may be lower than
expected. Additionally, there can be no assurance that the
Community Benefits Agreement entered into with NCRC, which was
contingent upon the closing of the Company's merger with Flagstar
Bancorp, Inc., will achieve the results or outcome originally
expected or anticipated by us as a result of changes to our
business strategy, performance of the U.S. economy, or changes to
the laws and regulations affecting us, our customers, communities
we serve, and the U.S. economy (including, but not limited to, tax
laws and regulations).
More information regarding some of these factors is provided in
the Risk Factors section of our Annual Report on Form 10‐K for the
year ended December 31, 2022,
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30,
2023, and September 30, 2023
and in other SEC reports we file. Our forward‐looking statements
may also be subject to other risks and uncertainties, including
those we may discuss in this Amendment, during investor
presentations, or in our other SEC filings, which are accessible on
our website and at the SEC's website, www.sec.gov.
Important Information and Where You Can Find It
This press release may be deemed to be solicitation material in
respect of a charter amendment. In connection with the requisite
stockholder approval, NYCB will file with the SEC a preliminary
proxy statement and a definitive proxy statement, which will be
sent to the stockholders of NYCB, seeking certain approvals related
to the issuances of shares of common stock issued under each
investment agreement and to be issued upon the conversion of shares
of the preferred stock issued under the investment agreements.
INVESTORS AND SECURITY HOLDERS OF NYCB AND THEIR RESPECTIVE
AFFILIATES ARE URGED TO READ, WHEN AVAILABLE, THE PROXY STATEMENT
AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC
IN CONNECTION WITH THE TRANSACTION, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT NYCB AND THE TRANSACTION. Investors and
security holders will be able to obtain a free copy of the proxy
statement, as well as other relevant documents filed with the SEC
containing information about NYCB, without charge, at the SEC's
website (http://www.sec.gov). Copies of documents filed with the
SEC by NYCB can also be obtained, without 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 Solicitation of Proxies in Connection
with Proposed Transaction
NYCB and certain of their respective directors, executive
officers and employees may be deemed to be participants in the
solicitation of proxies in respect of the requisite stockholder
approvals under the rules of the SEC. Information regarding
NYCB's directors and executive officers is available in its
definitive proxy statement for its 2023 annual stockholders
meeting, which was filed with the SEC on April 21, 2023, and
certain of its Current Reports on Form 8-K. Other information
regarding the participants in the solicitation of proxies in
respect of the proposed transaction and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the proxy statement and other relevant
materials to be filed with the SEC. Free copies of these documents,
when available, may be obtained as described in the preceding
paragraph.
Not an Offer of Securities
The information in this communication is for informational
purposes only and shall not constitute, or form a part of, an offer
to sell or the solicitation of an offer to sell or the solicitation
of an offer to buy any securities. The securities that are
the subject of the private placement have not been registered under
the Securities Act and may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
Investor Contact:
Salvatore J. DiMartino
(516) 683-4286
Media Contact:
Steven Bodakowski
(248) 312-5872
View original content to download
multimedia:https://www.prnewswire.com/news-releases/new-york-community-bancorp-inc-announces-over-1-billion-equity-investment-anchored-by-former-us-treasury-secretary-steven-mnuchins-liberty-strategic-capital-hudson-bay-and-reverence-capital-302081963.html
SOURCE New York Community Bancorp, Inc.