UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events.
On August 12, 2020, MP Thrift Investments L.P. (“MP Thrift”) completed a secondary offering (the “Offering”) of 6,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of Flagstar Bancorp, Inc. (the “Company”), at a public offering price of $30.30 per share, less underwriting discounts and commissions, as described in the prospectus supplement, dated August 10, 2020, filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 12, 2020.
In connection with the Offering, the Company entered into an Underwriting Agreement, dated August 10, 2020 (the “Underwriting Agreement”), by and among the Company, MP Thrift and Morgan Stanley & Co. LLC, as underwriter in the Offering. Pursuant to the Underwriting Agreement, MP Thrift granted the underwriter a 30-day option to purchase up to an additional 900,000 shares of Common Stock at the per share public offering price less underwriting discounts and commissions (the “underwriter’s option”), which the underwriter exercised in full on August 10, 2020. At the completion of the Offering (including the exercise in full of the underwriter’s option), MP Thrift held approximately 24.1% of the issued and outstanding shares of Common Stock, as compared to approximately 36.2% immediately prior to the completion of the Offering.
The shares of Common Stock sold by MP Thrift in the Offering were registered pursuant to the Company’s registration statement on Form S-3 (File No. 333-225397), which was filed with the Commission on June 1, 2018. The Company did not receive any of the proceeds from the sale of the shares of Common Stock by MP Thrift in the Offering.
The Underwriting Agreement is filed as Exhibit 1.1 hereto. In addition, in connection with the Offering, the Company is filing the opinion letter of Warner Norcross + Judd LLP regarding the validity of the shares of Common Stock sold in the Offering as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
Exhibits
| 1.1 | Underwriting Agreement, dated August 10, 2020 (the “Underwriting Agreement”), by and among Flagstar Bancorp, Inc., MP Thrift Investments L.P. and Morgan Stanley & Co. LLC, as underwriter in the Offering |
| 5.1 | Opinion of Warner Norcross + Judd LLP |
| 23.1 | Consent of Warner Norcross + Judd LLP (included in Exhibit 5.1) |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FLAGSTAR BANCORP, INC. | ||
| Dated: August 12, 2020 | By: | /s/ James K. Ciroli |
| James K. Ciroli | ||
| Executive Vice President and Chief Financial Officer | ||