New York Community Bancorp, Inc. (NYSE:NYCB) made a non-binding proposal to acquire Flagstar Bancorp, Inc. (NYSE:FBC) for $2.6 billion on March 8, 2021. New York Community Bancorp, Inc. entered into a definitive merger agreement to acquire Flagstar Bancorp, Inc. on April 24, 2021. Under terms of the agreement, Flagstar shareholders will receive 4.0151 shares of New York Community common stock for each Flagstar share they own, representing an implied total transaction value of approximately $2.6 billion. Following completion of the transaction, the New York Community shareholders are expected to collectively represent approximately 68% of the combined company while the Flagstar shareholders are expected to represent approximately 32%. New York Community Bancorp. and Flagstar Bancorp will combine with Flagstar will merging with and into New York Community, with New York Community continuing as the surviving entity. The combined company will maintain the Flagstar Bank brand in the Midwest. Flagstar's mortgage division will also maintain the Flagstar brand. Other states will retain their current branding. The new company will have its headquarters on Long Island, N.Y. with regional headquarters in Troy, MI, including Flagstar's mortgage operations. In case of termination of the transaction, New York Community Bancorp or Flagstar may be required to pay a termination fee to the other equal to $90 million.

Thomas R. Cangemi of NYCB will be President and Chief Executive Officer of the combined company and Alessandro (Sandro) P. DiNello, FCB's current President and Chief Executive Officer, will become Non- Executive Chairman with John Pinto of NYCB serving as Senior Executive Vice President and Chief Financial Officer of the combined company. Hanif Wally Dahya of NYCB will be the lead independent Director. Lee M. Smith of FBC will continue to lead the mortgage division as Senior Executive Vice President and President of Mortgage and Reginald Davis of FBC will head up consumer and commercial banking and serve as Senior Executive Vice President and President of Banking. Reggie Davis will continue as president of Banking, Nick Munson, who is the Chief Risk Officer(CRO) of NYCB, will be the CRO and Steve Figliuolo will retire, but stay on for a year to help transition our risk and compliance programs to Nick's oversight. The remaining key roles will combine the best talent from both companies. The Board of Directors will be comprised of 12 directors with eight from New York Community and four from Flagstar. Paul D. Borja, who currently serves as Flagstar's Interim General Counsel, will also join New York Community, serving as First Senior Vice President and Deputy General Counsel. Robert Wann, Senior Executive Vice President and Chief Operating Officer of NYCB will no longer serve in this capacity on close of the transaction but will remain on the Board of Directors. Barbara Tosi-Renna will serve as Senior Executive Vice President and Director of Operations of NYCB. Other management of NYCB will include: John Adams - Director of Indirect Multi-Family Lending; Meagan Belfinger – Chief Audit Executive; Jennifer Charters – Chief Information Officer; Beth Correa – Director of Corporate Responsibility; Salvatore DiMartino – Director of Investor Relations; David W. Hollis – Chief Human Resources Officer; Nicholas Munson – Chief Risk Officer; and R. Patrick Quinn – General Counsel and Corporate Secretary. Andrew Kaplan will move to Chief Digital & Banking role as a Service Officer and Eric Kracov will transition to role of Executive Vice President and Deputy General Counsel in charge of Litigation and Employee Matters.

The transaction is subject to the satisfaction of customary closing conditions, including the receipt of the requisite regulatory approvals including approvals from the New York State Department of Financial Services, the Federal Deposit Insurance Corp. and the Federal Reserve, authorization for listing on the NYSE of the consideration shares to be issued, effectiveness of the registration statement and the requisite approval by the shareholders of each company. The agreement was unanimously approved by the Boards of Directors of both New York Community Bancorp and Flagstar Bancorp. As of April 27, 2022, the Company and Flagstar agreed to amend the Merger Agreement (the “First Amendment”). Under the First Amendment, the Company and Flagstar agreed to extend the Merger Agreement termination date to October 31, 2022. As of August 4, 2021, the transaction was approved by the shareholders of New York Community Bancorp and Flagstar. As of October 11, 2022, the registration statement was declared effective with respect to the transaction. As of October 27, 2022, the parties have mutually agreed to extend their merger agreement from October 31, 2022, to December 31, 2022. As of October 27, 2022, Flagstar and NYCB received the requisite approval of the Office of the Comptroller of the Currency (the "OCC") to convert Flagstar Bank, FSB to a national bank to be known as Flagstar Bank, N.A., and to merge New York Community Bank into Flagstar Bank, N.A. with Flagstar Bank, N.A. being the surviving entity. The transaction is expected to close by the end of 2021. As of August 4, 2021, the transaction is expected to close during the fourth quarter of 2021. As of October 27, 2021, it is anticipated that regulatory approval will be not received in time before the end of 2021 to close the merger during the fourth quarter of 2021, hence the transaction is anticipated to close as soon in 2022. On November 4, 2022, New York Community Bancorp received regulatory approval from the Board of Governors of the Federal Reserve System. As of November 7, 2022, the transaction is expected to close on December 1, 2022. The transaction is expected to be 16% accretive to NYCB's earnings per share in 2022 (assuming fully phased- in cost savings) and is also expected to be immediately 3.5% accretive to NYCB's tangible book value per share.

Piper Sandler & Co. and Goldman Sachs & Co. LLC served as financial advisors and fairness opinion providers to NYCB. H. Rodgin Cohen, Mark J. Menting, Jared M. Fishman, Matthew M. Friestedt, Ronald E. Creamer Jr. and Mehdi Ansari of Sullivan & Cromwell LLP served as legal advisor to NYCB. Morgan Stanley & Co. LLC and Jefferies LLC acted as financial advisors and fairness opinion provider to Flagstar. Sven Mickisch, David Clark, Brian Christiansen, Anand Raman, Joseph Penko, Steven Matays and Michael Zeidel of Skadden, Arps, Slate, Meagher & Flom LLP served as legal advisors to Flagstar. Skadden, Arps, Slate, Meagher & Flom LLP acted as the legal due diligence advisor to Flagstar. Philip Richter and Roy Tannenbaum of Fried Frank acted as counsel to Goldman Sachs. NYCB will pay a fee of $13 million to Piper Sandler for its services and will also pay $3 million upon rendering Piper Sandler opinion, which opinion fee will be credited in full towards the advisory fee which will become payable to Piper Sandler upon closing of the merger. NYCB will pay a fee of $13 million to Goldman Sachs, $3 million of which became payable upon the execution of the merger agreement, and the remainder of which is payable contingent upon completion of the proposed merger. Flagstar has agreed to pay Morgan Stanley a fee of $18.2 million in the aggregate, $1 million of which was payable upon the rendering of its opinion. Flagstar will pay Jefferies a fee of approximately $8 million, of which a portion was payable upon delivery of Jefferies' opinion to the Flagstar board of directors and approximately $7 million is payable contingent upon consummation of the merger. Equiniti (US) Services LLC acted as the information agent to New York Community Bancorp and Flagstar for a fee of $8,000 each.

New York Community Bancorp, Inc. (NYSE:NYCB) completed the acquisition of Flagstar Bancorp, Inc. (NYSE:FBC) on December 1, 2022 .In connection with the closing of the acquisition, NYCB's Board of Directors appointed six new directors, five of whom are former directors of Flagstar. In addition to the new Board members, the Company also formally named its new Executive Leadership team