FLAGSTAR BANCORP INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2022-12-01: Form 8-K; Period of report 2022-12-01; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 2.01.
- 2022-11-07: Form 8-K; Period of report 2022-11-07; Description 8.01 Other Events; Details 8.01.
- 2022-10-28: Form 8-K; Period of report 2022-10-28; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2022-10-28: Form 8-K; Period of report 2022-10-28; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2022-12-01 | 8-K | 2022-12-01 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 2.01 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. 3.01 On December 1, 2022, Flagstar notified its principal trading market, the New York Stock Exchange, that effective as of 12:05 a.m. 3.03 The information disclosed in Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference. 5.01 The information disclosed in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.02 Effective upon completion of the Merger, all of the directors and officers of Flagstar ceased serving as directors and officers of Flagstar, including Alessandro P. DiNello (President and Chief Executive Officer), Paul D. Borja (Executive Vice President and General Counsel), Karen Buck (Executive Vice President and Director of Operations), James K. Ciroli (Executive Vice President and Chief Financial Officer), Reginald Davis (Executive Vice President and President of Banking), Stephen V. Figliuolo (Executive Vice President and Chief Risk Officer), and Lee M. Smith (Executive Vice President) in their respective roles as officers, and Alessandro P. DiNello, Jay J. Hansen, Toan C. Huynh, Lori Jordan, John D. Lewis, Bruce E. Nyberg, James A. Ovenden, Peter Schoels, David L. Treadwell, and Jennifer R. Whip, in their respective roles as directors. 5.03 Pursuant to the Merger Agreement, as of the Effective Time, the Second Amended and Restated Articles of Incorporation and Sixth Amended and Restated Bylaws of Flagstar, as the Interim Surviving Entity, were amended and restated to conform to the forms of articles of incorporation and bylaws attached to the Merger Agreement. | d416905d8k.htm |
| 2022-11-07 | 8-K | 2022-11-07 | 8.01 Other Events | 8.01 On November 4, 2022, New York Community Bancorp, a Delaware corporation (“NYCB”), received regulatory approval from the Board of Governors of the Federal Reserve System (the “Fed Approval”) for the previously announced pending acquisition of Flagstar Bancorp, Inc., a Michigan corporation (“Flagstar”), (the “Transaction”) pursuant to the Agreement and Plan of Merger, dated as of April 24, 2021 (the “Original Agreement”), by and among Flagstar, NYCB and 615 Corp., a Delaware corporation and a direct, wholly-owned subsidiary of NYCB (“Merger Sub”), as amended by Amendment No. 1 to the Original Agreement, dated as of April 26, 2022 (“Amendment No. 1”), by and among Flagstar, NYCB and Merger Sub, 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 Flagstar, NYCB and Merger Sub. | fbc-20221107.htm |
| 2022-10-28 | 8-K | 2022-10-28 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | fbc-20221028.htm |
| 2022-10-28 | 8-K | 2022-10-28 | 8.01 Other Events | 8.01 On October 28, 2022, Flagstar Bancorp, Inc. (the “Company” or “we”) announced in a press release that its Board of Directors (the “Board”) has declared the payment of a one-time special dividend. | fbc-20221028.htm |
| 2022-10-26 | 8-K | 2022-10-26 | 2.02 Results of Operations and Financial Condition | 2.02 On October 26, 2022, Flagstar Bancorp, Inc. (the "Company") issued a press release regarding its preliminary results of operations and financial condition for the three months ended September 30, 2022. | fbc-20221026.htm |
| 2022-07-27 | 8-K | 2022-07-27 | 2.02 Results of Operations and Financial Condition | 2.02 On July 27, 2022, Flagstar Bancorp, Inc. (the "Company") issued a press release regarding its preliminary results of operations and financial condition for the three months ended June 30, 2022. | fbc-20220727.htm |
| 2022-05-26 | 8-K | 2022-05-24 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The Annual Meeting of Shareholders of Flagstar Bancorp, Inc. (the "Company") was held on May 24, 2022 (the "Annual Meeting"). | fbc-20220524.htm |
| 2022-04-27 | 8-K | 2022-04-27 | 2.02 Results of Operations and Financial Condition | 2.02 On April 27, 2022, Flagstar Bancorp, Inc. (the "Company") issued a press release regarding its preliminary results of operations and financial condition for the three months ended March 31, 2022. | fbc-20220427.htm |
| 2022-04-27 | 8-K | 2022-04-26 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On April 27, 2022, Flagstar and NYCB issued a joint press release about the Amendment. | d532887d8k.htm |
| 2022-01-26 | 8-K | 2022-01-26 | 2.02 Results of Operations and Financial Condition | 2.02 On January 26, 2022, Flagstar Bancorp, Inc. (the "Company") issued a press release regarding its preliminary results of operations and financial condition for the three months ended December 31, 2021. | fbc-20220126.htm |