Liberty 77 Capital Discloses 7.1% Stake in NYCB

TL;DR

**NYCB:** Liberty 77 Capital now owns 7.1% of the bank. Activism incoming?

AI Summary

Liberty 77 Capital L.P. and its affiliates, including Steven T. Mnuchin, have disclosed a beneficial ownership of 7.1% of New York Community Bancorp, Inc. (NYCB) as of March 14, 2024. This filing indicates a significant stake in the company, which has been facing recent challenges.

Why It Matters

This filing signals potential activist interest or a strategic investment by Liberty 77 Capital in NYCB, which could influence the company's future direction and stock performance.

Risk Assessment

Risk Level: medium — The filing indicates a significant stake by an investment firm, which could lead to changes in company strategy or management, introducing uncertainty.

Key Numbers

• 7.1% — Ownership Stake (Percentage of New York Community Bancorp, Inc. beneficially owned by Liberty 77 Capital L.P. and its affiliates.)
• 20240314 — Filing Date (The date the SC 13D filing was made with the SEC.)

Key Players & Entities

• Liberty 77 Capital L.P. (company) — Filing entity
• Steven T. Mnuchin (person) — Affiliated individual with filing entity
• New York Community Bancorp, Inc. (company) — Subject company
• 7.1% (dollar_amount) — Beneficial ownership percentage

FAQ

Key Financial Figures

• $0.01 — me of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti
• $450 million — invested an aggregate of approximately $450 million in exchange for the Issuer’s sale
• $2.00 — of Common Stock at a purchase price of $2.00; (b) 143,355 shares of a new series of
• $2,000 — Stock ”), at a price per share of $2,000 and each of which is automatically conv
• $2,500 — suance of such warrant, to purchase for $2,500 per share, shares of a new class of non

Filing Documents

• eh240458147_13d-nycb.htm (SC 13D) — 145KB
• eh240458147_ex01.htm (EX-99.1) — 26KB
• 0000950142-24-000702.txt ( ) — 173KB

Security and Issuer

Item 1. Security and Issuer This Schedule 13D (this “ Schedule 13D ”) relates to the Common Stock, par value U.S. $0.01 per share (the “ Common Stock ”), of New York Community Bancorp, Inc., a Delaware corporation (the “ Issuer ”), with its principal executive offices located at 102 Duffy Avenue, Hicksville, New York, United States 11801.

Identity and Background

Item 2. Identity and Background. This Schedule 13D is being filed by each of: (i) Liberty 77 Capital L.P. (the “ Liberty Manager ”), a Delaware limited partnership and investment manager of the Liberty Funds (defined in Item 5(d) below); (ii) Liberty Strategic Capital (CEN) Holdings, LLC (the “ Liberty Purchaser ”), a Delaware limited liability company; (iii) Liberty 77 Capital Partners L.P. (“ Liberty Manager GP ”), a Delaware limited partnership and the general partner of the Liberty Manager; (iv) Liberty Capital L.L.C., a Delaware limited liability company and the general partner of the Liberty Manager GP; (v) STM Partners LLC, a Delaware limited liability company which indirectly controls the Liberty Manager and the Liberty Purchaser; (vi) Steven T. Mnuchin (“ Secretary Mnuchin ”), an individual and citizen of the United States and trustee of the managing member of STM Partners LLC, each person or entity listed in clauses (i) – (vi), a “ Reporting Person ” and, collectively, the “ Reporting Persons .” The address of the principal place of business and principal office of the Reporting Persons is c/o Liberty 77 Capital L.P., 2099 Pennsylvania Avenue NW, Washington, D.C. 20006. The Reporting Persons are making this single, joint filing, pursuant to a joint filing agreement in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), which is filed as Exhibit 1 hereto. None of the Reporting Persons has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration. See Item 4, which is incorporated by reference herein.

Purpose of Transaction

Item 4. Purpose of Transaction. On March 7, 2024, the Issuer entered into an Investment Agreement (the “ Original Investment Agreement ”) with the Liberty Purchaser. On March 11, 2024, the Issuer entered into an amendment to the Liberty Investment Agreement with the Liberty Purchaser (as the “ Amendment ”, and the Original Investment as amended by the Amendment, the “ Liberty Investment Agreement ”). CUSIP No. 649445103 SCHEDULE 13D Page 9 of 14 Pursuant to the Liberty Investment Agreement, on the terms and subject to the conditions set forth therein, at the closing of the Liberty Purchaser’s investment in NYCB on March 11, 2024 (the “ Closing ”), Liberty invested an aggregate of approximately $450 million in exchange for the Issuer’s sale and issuance of: (a) 34,940,000 shares of Common Stock at a purchase price of $2.00; (b) 143,355 shares of a new series of preferred stock, par value $0.01 per share, of the Issuer designated as Series B Noncumulative Convertible Preferred Stock (the “ Series B Preferred Stock ”), at a price per share of $2,000 and each of which is automatically convertible into 1,000 shares of Common Stock in the event of a transfer thereof by the Liberty Purchaser 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 143,355,000 shares of Common Stock; (c) 46,705 shares of a new series of preferred stock, par value $0.01 per share, of the Issuer 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 per share of $2,000 and each of which is (i) conver

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. See Item 4 and the cover page for each Reporting Person, which are incorporated by reference herein. Interest in securities includes 6,751,000 shares of Common Stock issuable upon Liberty’s instruction to convert the Series C Preferred Stock, par value $0.01 per share, for Common Stock, at the option of the Liberty Purchaser, on a 1-for-1,000 basis, subject to certain adjustments. As described above, such instruction was provided by the Liberty Purchaser to the Issuer on March 13, 2024. Reference to percentage ownership of the Common Stock in this Schedule 13D are based on 797,921,126 shares of Common Stock outstanding as of March 11, 2024 (and 804,672,126 shares of Common Stock after giving effect to the issuance of 6,751,000 shares of Common Stock to the Liberty Purchaser upon conversion of Series C Preferred Stock described herein), based on the information reported by the Issuer in its Annual Report on Form 10-K, dated March 14, 2024. CUSIP No. 649445103 SCHEDULE 13D Page 12 of 14 (a) and (b) As of the date of this Schedule 13D, the Reporting Persons are deemed to beneficially own 41,691,000 shares of Common Stock (representing approximately 5.18% of the Common Stock) which are held directly by the Liberty Purchaser and may be deemed to be indirectly beneficially owned by the other Reporting Persons. (c) Except as described in this Schedule 13D, there have been no transactions in the Common Stock effected by the Reporting Persons during the last 60 days. (d) Liberty 77 Fund L.P. and Liberty 77 Fund International L.P. (the “ Liberty Funds ”) are the members of the Liberty Purchaser and, as such, have the right to receive dividends from, or the proceeds from the sale of, the securities that are reported in this Schedule 13D. Liberty 77 Capital GenPar L.P. is the general partner of each of the Liberty Funds. Liberty 77 Capital UGP L.L.C. is the general partner of Liberty 77 Capital GenPar L.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The information set forth under Items 4 and 5 above, and the agreements set forth on the Exhibits attached hereto, are incorporated herein by reference. Except for the arrangements described in this Schedule 13D, to the best of the Reporting Persons’ knowledge, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any Reporting Person and any person with respect to the securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit No. Description Exhibit 1. Joint Filing Agreement, dated as of March 14, 2024, by and among the reporting persons. Exhibit 2. Investment Agreement, dated March 7, 2024 (as amended on March 11, 2024), by and between New York Community Bancorp, Inc. and Liberty Strategic Capital (CEN) Holdings, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by New York Community Bancorp, Inc. on March 14, 2024). Exhibit 3. Registration Rights Agreement by and among New York Community Bancorp, Inc., Liberty Strategic Capital (CEN) Holdings, LLC and the other parties thereto (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by New York Community Bancorp, Inc. on March 14, 2024). CUSIP No. 649445103 SCHEDULE 13D Page 13 of 14

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: March 14, 2024 LIBERTY 77 CAPITAL L.P. By: Liberty 77 Capital Partners L.P., its general partner By: Liberty Capital L.L.C., its general partner By: /s/ Jesse M. Burwell Name: Jesse M. Burwell Title: Chief Financial Officer LIBERTY STRATEGIC CAPITAL (CEN) HOLDINGS, LLC By: Liberty 77 Capital GenPar L.P., its manager By: Liberty 77 Capital UGP L.L.C., its general partner By: /s/ Jesse M. Burwell Name: Jesse M. Burwell Title: Chief Financial Officer LIBERTY 77 CAPITAL PARTNERS L.P. By: Liberty Capital L.L.C., its general partner By: /s/ Jesse M. Burwell Name: Jesse M. Burwell Title: Chief Financial Officer CUSIP No. 649445103 SCHEDULE 13D Page 14 of 14 LIBERTY CAPITAL L.L.C. By: /s/ Jesse M. Burwell Name: Jesse M. Burwel

View Full Filing

View this SC 13D filing on SEC EDGAR