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New York Community Bancorp Astoria Financial Investor Contact: Ilene A. Angarola

The following excerpt is from the company's SEC filing.

(516) 683-4420

Investor/Media Contact:

Theodore S. Ayvas

(516) 327-7877

Media Contact:

Kelly Leung

(516) 683-4032




NYCBs Plans Include a Powerful Combination of Additional Value- and Capital-Enhancing Actions:

A Follow-on Common Stock Offering Intended to Raise Capital of Approximately $650 Million

and the Repositioning of $10 Billion of Wholesale Borrowings

Expected to result in 20% pro forma earnings accretion in 2017 and 6% tangible book value accretion upon closing

Creates the pre-eminent community bank in Nassau, Suffolk, Queens, and Brooklyn, with 202 branches and a pro forma deposit market share of 9.69%

Deepens NYCBs share of New York Citys multi-family lending market and solidifies its standing as a leader in this niche

Enhances NYCBs capacity as a residential mortgage lender

Facilitates the repositioning of NYCBs balance sheet in 4Q 2015 while providing the opportunity for profitable post-merger restructuring

Provides the catalyst for a follow-on offering of NYCB common stock to raise approximately $650 million of common equity

Combines two solid community banks with a long history of service, a common commitment to enhancing share value, and a shared approach to serving their customers and communities

Westbury and Lake Success, N.Y., October 29, 2015 New York Community Bancorp, Inc. (NYSE: NYCB), the parent company for New York Community Bank and New York Commercial Bank, and Astoria Financial Corporation (NYSE: AF), the parent company for Astoria Bank, today announced the signing of a definitive agreement under which the two companies will combine in a strategic merger.

The transaction, which is valued at approximately $2.0 billion, is expected to be immediately accretive to pro forma diluted earnings per share and pro forma tangible book value per share.

New York Community Bancorp and Astoria Financial Announce a Strategic Merger

Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies, Astoria Financial Corporation (Astoria) will merge into New York Community Bancorp, Inc. (New York Community) and Astoria Bank will merge into New York Community Bank. Astorias branches will then operate through a newly formed Astoria Bank Division of New York Community Bank.

Shareholders of Astoria will receive one share of New York Community common stock and $0.50 in cash in exchange for each share of Astoria stock held at the merger date. Pending receipt of the necessary shareholder and regulatory approvals, the merger is currently expected to be completed in the fourth quarter of 2016.

With the exception of the cash component, the transaction is tax-free to Astorias investors. Based on New York Communitys closing price of $19.16 per share on October 28, 2015, the merger will result in each Astoria share being valued at $19.66.

Based on the respective companies balance sheets at the end of September, the combined company will have pro forma assets of approximately $64.1 billion, including loans, net of approximately $37.6 billion and securities of approximately $9.4 billion.

The combined company, on a pro forma basis, will have 241 banking offices in Metro New York, including all five boroughs of New York City, Long Island, and Westchester County. Including New York Communitys 115 branches in Ohio, Arizona, Florida, and New Jersey, the combined company will have more than 350 branch offices and pro forma deposits of approximately $37.3 billion.

Under the agreement and plan of merger, Joseph R. Ficalora will continue to serve as President and Chief Executive Officer of the combined company. Monte N. Redman, President and Chief Executive Officer of Astoria and Astoria Bank, and Ralph Palleschi, Astorias Chairman, will become members of the Board of Directors of New York Community and its bank subsidiaries.

New York Community was advised by Goldman Sachs and Credit Suisse in the transaction, and legal counsel was provided by Sullivan & Cromwell LLP. Sandler ONeill & Partners, L.P. served as advisor to Astoria and Wachtell, Lipton, Rosen & Katz served as legal counsel.

New York Community to Reposition its Balance Sheet and Commence a Follow-On Offering of its Common Stock

In anticipation of the merger, New York Community expects to reposition its balance sheet in the current fourth quarter by prepaying approximately $10 billion of wholesale borrowings, which is expected to result in a one-time after-tax prepayment charge of approximately $614 million. Due to this charge, any future dividends paid by New York Community over the next four quarters will require regulatory clearance.

To offset the impact of this charge on its capital, New York Community also announced that it will shortly commence a follow-on offering of its common stock. The offering is expected to raise an amount at least equal to that of the after-tax prepayment charge. The proceeds from the offering will qualify as tangible common equity and Tier 1 common equity. The shares will be issued pursuant to a prospectus supplement and an accompanying base prospectus filed as part of New York Communitys effective shelf registration statement on Form S-3 (File No. 333-188181).

Before considering an investment, investors should read the prospectus in that registration statement and other documents New York...