UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 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. ☐
| Item 8.01 | Other Events |
On April 26, 2021, New York Community Bancorp, Inc. (“NYCB”) announced its proposed acquisition of Flagstar Bancorp, Inc. (“Flagstar”). This Current Report on Form 8-K is being filed to provide the following documents for purposes of incorporating them by reference into one or more offering documents in connection with issuances of securities by NYCB:
| • | Audited consolidated financial statements of Flagstar as of December 31, 2021 and December 31, 2020 and for each of the years in the three-year period ended December 31, 2021, the notes related thereto and the report of PricewaterhouseCoopers, LLP dated March 1, 2022 with respect to the consolidated financial statements of Flagstar and its subsidiaries. |
| • | Interim unaudited consolidated financial statements of Flagstar as of and for the three and six months ended June 30, 2022 and June 30, 2021 and the notes related thereto. |
| • | Unaudited pro forma condensed combined financial statements of NYCB as of and for the six-month period ended June 30, 2022 and for the year ended December 31, 2021 and the notes related thereto. |
| Item 9.01 | Financial Statements and Exhibits |
(a) - (c) Not applicable.
(d) Exhibits
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.
| Date: October 28, 2022 | NEW YORK COMMUNITY BANCORP, INC. | |||||
| /s/ Salvatore J. DiMartino | ||||||
| Salvatore J. DiMartino | ||||||
| Executive Vice President Chief of Staff to the CEO | ||||||