NY Community Bancorp Files 8-K: Agreements, Equity Sales, Board Changes

TL;DR

NYCB filed an 8-K detailing new debt instruments, equity sales, and board changes.

AI Summary

On March 7, 2024, New York Community Bancorp, Inc. entered into a material definitive agreement related to the issuance of Bifurcated Option Notes Unit Securities. The company also disclosed unregistered sales of equity securities and changes in its board and officer composition, including director departures and elections. Additionally, amendments to its articles of incorporation and bylaws were filed.

Why It Matters

This filing indicates significant corporate actions, including new financial instruments and potential shifts in leadership, which could impact the company's financial structure and strategic direction.

Risk Assessment

Risk Level: medium — The filing involves material agreements, unregistered equity sales, and board changes, which can introduce uncertainty and potential financial or operational risks.

Key Players & Entities

• NEW YORK COMMUNITY BANCORP, INC. (company) — Filer
• 0000910073 (company) — Central Index Key
• 20240307 (date) — Report Date
• 20240314 (date) — Filing Date
• nycb:BifurcatedOptionNotesUnitSecuritiesMember (company) — Security Type
• nycb:FixedToFloatingRateSeriesANoncumulativePerpetualPreferredStockMember (company) — Security Type

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share NYCB New York Stock Excha
• $1.05 billion — invested an aggregate of approximately $1.05 billion in the Company in exchange for the sale
• $2.00 — tock") at a purchase price per share of $2.00; (b) 192,062 shares of a new series of
• $2,000 — ferred Stock"), at a price per share of $2,000 and each share of which is automaticall
• $2,500 — of such Issued Warrant, to purchase for $2,500 per share, shares of a new class of non
• $600 million — by NYCB (in the aggregate) of at least $600 million pursuant to the Investment Agreements,
• $0.0001 — mon Stock, an amount per share equal to $0.0001. Neither NYCB nor any holders will ha

Filing Documents

• d763888d8k.htm (8-K) — 95KB
• d763888dex31.htm (EX-3.1) — 115KB
• d763888dex32.htm (EX-3.2) — 128KB
• d763888dex33.htm (EX-3.3) — 121KB
• d763888dex34.htm (EX-3.4) — 110KB
• d763888dex41.htm (EX-4.1) — 149KB
• d763888dex101.htm (EX-10.1) — 343KB
• d763888dex102.htm (EX-10.2) — 311KB
• d763888dex103.htm (EX-10.3) — 348KB
• d763888dex104.htm (EX-10.4) — 145KB
• d763888dex991.htm (EX-99.1) — 42KB
• g763888snap106a.jpg (GRAPHIC) — 3KB
• g763888snap106b.jpg (GRAPHIC) — 3KB
• 0001193125-24-067332.txt ( ) — 2515KB
• nycb-20240307.xsd (EX-101.SCH) — 4KB
• nycb-20240307_def.xml (EX-101.DEF) — 14KB
• nycb-20240307_lab.xml (EX-101.LAB) — 23KB
• nycb-20240307_pre.xml (EX-101.PRE) — 15KB
• d763888d8k_htm.xml (XML) — 7KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2024 NEW YORK COMMUNITY BANCORP, INC. (Exact name of registrant as specified in its charter) Delaware 1-31565 06-1377322 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 102 Duffy Avenue , Hicksville , New York 11801 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (516) 683-4100 N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, par value $0.01 per share NYCB New York Stock Exchange Bifurcated Option Note Unit Securities SM NYCB PU New York Stock Exchange Fixed-to-Floating Rate Series A Noncumulative Perpetual Preferred Stock, $0.01 par value NYCB PA New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item1.01. Entry into a Material Definitive Agreement Investment Agreements On March 7, 2024, New York Community Bancorp, Inc. ("NYCB" or the "Company") entered into separate investment agreements with (a) affiliates of funds managed by Liberty 77 Capital L.P. ("Liberty"), (b) affiliates of funds managed by Hudson Bay Capital Management, LP ("Hudson Bay"), (c) affiliates of funds managed by Reverence Capital Partners L.P. ("Reverence") and (d) certain other investors (the "Other Investors" and, collectively with Liberty, Reverence and Hudson Bay, the "Investors", and the investment agreements entered into with each of the Investors on March 7, 2024, collectively, the "Original Investment Agreements"). On March 11, 2024, NYCB entered into separate amendments to the Original Investment Agreements with Liberty (such agreement, as amended, the "Liberty Investment Agreement"), Hudson Bay (such agreements, as amended, the "Hudson Bay Investment Agreements") and Reverence (such agreement, as amended, the "Reverence Investment Agreement" and, collectively with the Liberty Investment Agreement, the Hudson Bay Investment Agreements and the Original Investment Agreements of the Other Investors, the "Investment Agreements"). Pursuant to the Investment Agreements, on the terms and subject to the conditions set forth therein, at the closing of the transactions contemplated by the Investment Agreements on March 11, 2024 (the "Closing"), the Investors invested an aggregate of approximately $1.05 billion in the Company in exchange for the sale and issuance of: (a) 76,630,965 shares of common stock, par value $0.01 per share, of NYCB (the "Common Stock") at a purchase price per share of $2.00; (b) 192,062 shares of a new series of preferred stock, par value $0.01 per share, of NYCB designated as Series B Noncumulative Convertible Preferred Stock (the "Series B Preferred Stock"), at a price per share of $2,000 and each share of which is automatically convertible into 1,000 shares of Common Stock (or, in certain limited circumstances, one share of Series C Preferred Stock (as defined below)) in the event of a transfer by the holder thereof consistent with the rules and limitations of Regulation Y of the Bank Holding Company Act of 1956, as amended (the "BHCA"), subject to certain limitations (a "Reg Y Transfer"), and all of which shares of Series B Preferred Stock represent the right (on an as converted basis) to receive approximately 192 million shares of our Common Stock; (c) 256,307 shares of a new series of preferred stock, par value $0.01 per share, of NYCB designated as Series C Noncumulative Convertible Preferred Stock (the "Series C Preferred Stock", together with the Series B Preferred Stock, the "Preferred Stock"), at a price pe

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View this 8-K filing on SEC EDGAR