NY Community Bancorp Files 8-K/A Amendment

TL;DR

NYCB filed an 8-K/A amendment for a March 2023 asset deal, check financials.

AI Summary

New York Community Bancorp, Inc. filed an 8-K/A amendment on June 13, 2024, related to an event on March 19, 2023. The filing concerns the completion of an acquisition or disposition of assets and includes financial statements and exhibits. The company is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This amended filing provides updated information regarding asset transactions and financial disclosures for New York Community Bancorp, Inc., which could impact investor understanding of the company's financial position and strategic moves.

Risk Assessment

Risk Level: low — The filing is an amendment to a previous report and does not introduce new material events or significant financial changes.

Key Players & Entities

• NEW YORK COMMUNITY BANCORP, INC. (company) — Registrant
• March 19, 2023 (date) — Earliest event reported
• June 13, 2024 (date) — Filing date
• Delaware (location) — State of Incorporation

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common stock, $0.01 par value per share NYCB New York Stock
• $37.8 billion — s with an estimated total fair value of $37.8 billion as of the Signature Transaction Date, p
• $24.9 billion — e Transaction Date, primarily including $24.9 billion in cash and cash equivalents and $11.7
• $11.7 billion — illion in cash and cash equivalents and $11.7 billion in loans and leases, net of the initial
• $35.7 b — ilities with an estimated fair value of $35.7 billion, primarily including $33.5 billio
• $33.5 billion — e of $35.7 billion, primarily including $33.5 billion in customer deposits. The deposits were
• $2.7 billion — acquired at a discount of approximately $2.7 billion pursuant to the terms of the Purchase A
• $37.8 b — fair value of total assets acquired was $37.8 billion, primarily including $24.9 billio
• $464 million — ) and other intangibles recognized were $464 million. As consideration for the Signature T
• $85.0 million — The EAI had an estimated fair value of $85.0 million. On March 31, 2023, the Company reporte
• $13 million — cquired in the Signature Transaction of $13 million was established through a gross up of t
• $1.4 billion — Includes lease financing receivables of $1.4 billion. The following table presents a summa
• $11.2 b — 1 The fair value of non-PCD loans was $11.2 billion, compared to the UPB of $11.9 bil
• $11.9 b — s $11.2 billion, compared to the UPB of $11.9 billion, resulting in a fair value discou
• $623 million — , resulting in a fair value discount of $623 million that will be accreted into income over

Filing Documents

• nycb-20230319.htm (8-K/A) — 431KB
• a8-kaconsentxjune132024.htm (EX-23.1) — 1KB
• a8-kaconsentxjune132024001.jpg (GRAPHIC) — 78KB
• 0000910073-24-000144.txt ( ) — 750KB
• nycb-20230319.xsd (EX-101.SCH) — 4KB
• nycb-20230319_def.xml (EX-101.DEF) — 8KB
• nycb-20230319_lab.xml (EX-101.LAB) — 29KB
• nycb-20230319_pre.xml (EX-101.PRE) — 20KB
• nycb-20230319_htm.xml (XML) — 5KB

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets The disclosure in the Explanatory Note above is incorporated by reference into this Item 2.01. Under the terms of the Purchase Agreement, Flagstar acquired assets with an estimated total fair value of $37.8 billion as of the Signature Transaction Date, primarily including $24.9 billion in cash and cash equivalents and $11.7 billion in loans and leases, net of the initial allowance for credit losses ("ACL") for purchased credit deteriorated ("PCD") loans. Flagstar also assumed liabilities with an estimated fair value of $35.7 billion, primarily including $33.5 billion in customer deposits. The deposits were acquired without a premium and the assets were acquired at a discount of approximately $2.7 billion pursuant to the terms of the Purchase Agreement. The fair values of the assets acquired and liabilities assumed were determined as described in Item 9.01 below. The foregoing summary of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is included as Exhibit 2.1 to this Amendment No. 1 and is incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (a) Financial Statements of Business Acquired The disclosure in the Explanatory Note and Item 2.01 above is incorporated by reference into this Item 9.01(a). The following discussion should be read in conjunction with the historical financial statements of the Company, which have been filed with the Commission, and the Audited Statement of Assets Acquired and Liabilities Assumed attached hereto as Exhibit 99.1 (the "Audited Statement"). BALANCE SHEET ANALYSIS Summary of Transaction As set forth in the Explanatory Note and Item 2.01 above, Flagstar assumed substantially all of the deposits and certain identified liabilities and acquired certain assets and lines of business of Signature Bridge Bank from the FDIC on the Signature Transaction Date, pursuant to the terms of the Purchase Agreement. Significant items related to the Signature Transaction are summarized below: The estimated fair value of total assets acquired was $37.8 billion, primarily including $24.9 billion in cash and cash equivalents and $11.7 billion in loans and leases, net of the initial ACL for PCD loans. The fair value of deposits assumed was $33.5 billion. The deposits were acquired without a premium and the assets were acquired at a discount of approximately $2.7 billion pursuant to the terms of the Purchase Agreement. The core deposit intangible ("CDI") and other intangibles recognized were $464 million. As consideration for the Signature Transaction, the Company granted the FDIC equity appreciation rights in the common stock of the Company pursuant to the EAI. The EAI had an estimated fair value of $85.0 million. On March 31, 2023, the Company reported that the FDIC had exercised the EAI and that the Company had issued to the FDIC 39,032,006 shares of the Company's common stock pursuant to the EAI. The FDIC agreed to not transfer such shares of Company common stock it acquired until April 28, 2023 and to use all reasonable effor

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS Attached hereto as Exhibit 99.1 and incorporated by reference into this Item 9.01(a) is the Audited Statement and the accompanying notes thereto. (b) Pro Forma Financial Information The disclosure in the Explanatory Note is incorporated into this Item 9.01(b). Signature Bridge Bank was only in operation from March 12, 2023 to March 20, 2023 and does not have historical financial information on which we could base pro forma information. Additionally, we did not acquire all assets or assume all liabilities of Signature Bridge Bank, and an essential part of the Signature Transaction is the federal assistance governed by the Purchase Agreement, which is not reflected in the previous operations of Signature Bridge Bank. Therefore, it is impracticable to provide pro forma information on revenues and earnings for the Signature Transaction in accordance with ASC 805-10-50-2. (c) Exhibits The following exhibits accompany this Amendment No. 1: Exhibit No. Description 2.1 Purchase and Assumption Agreement – All Deposits, dated March 20, 2023, among the FDIC, as receiver of Signature Bridge Bank, the FDIC and Flagstar Bank, N.A. (incorporated by reference to Exhibit 2.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2023) 23.1 Consent of KPMG LLP 99.1 Report of Independent Registered Public Accounting Firm, KPMG LLP, Statement of Assets Acquired and Liabilities Assumed at March 20, 2023 and Notes to Statement of Assets Acquired and Liabilities Assumed 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Cautionary Note Regarding Forward-Looking Statements This Amendment No. 1 includes forward-looking statements within the meaning of the federal securities laws by the Company pertaining to such matters as our goals, intentions, and expectations regarding (a) revenues, earnings, loan production, asset quality, liquidity position, capital levels, risk analysis, divestitures,

View Full Filing

View this 8-K/A filing on SEC EDGAR