Actionable news
All posts from Actionable news
Actionable news in AF: ASTORIA FINANCIAL Corp,

Prospectuses and communications, business combinations




Washington, D.C. 20549


Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

New York Community Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Commission file number: 1-31565

Delaware 06-1377322
(State of incorporation) (I.R.S. Employer Identification No.)
615 Merrick Avenue, Westbury, New York 11590
(Address of principal executive offices) (Zip Code)

(516) 683-4100

(Registrants telephone number, including area code)

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 (see General Instruction A.2. below):

Item 8.01. Other Events

This Current Report on Form 8-K is being filed in connection with a memorandum of understanding (the MOU) regarding certain litigation relating to the proposed merger (the merger) of Astoria Financial Corporation (Astoria) with and into New York Community Bancorp, Inc. (NYCB) pursuant to the agreement and plan of merger (the merger agreement), dated as of October 28, 2015, by and between Astoria and NYCB.

The MOU relates to six putative class action lawsuits filed in the Supreme Court of the State of New York, County of Nassau, challenging the proposed merger and names as defendants Astoria, its directors, and NYCB (collectively, the defendants). These actions are captioned: (1) Sandra E. Weiss IRA v. Chrin, et al. , Index No. 607132/2015 (filed November 4, 2015); (2) Raul v. Palleschi, et al. , Index No. 607238/2015 (filed November 6, 2015); (3) Lowinger v. Redman, et al. , Index No. 607268/2015 (filed November 9, 2015); (4) Minzer v. Astoria Fin. Corp., et al. , Index No. 607358/2015 (filed November 12, 2015); (5) MSS 12-09 Trust v. Palleschi, et al., Index No. 607472/2015 (filed November 13, 2015); and (6) Firemens Ret. Sys. of St. Louis v. Keegan, et al. , Index No. 607612/2015 (filed November 23, 2015). On January 15, 2016, the court consolidated the actions under the caption In re Astoria Financial Corporation Shareholders Litigation , Index No. 607132/2015 (collectively, the Actions), and on January 29 lead plaintiffs in the Actions filed an amended consolidated complaint. The amended consolidated complaint alleges, among other things, that the directors of Astoria breached their fiduciary duties in connection with their approval of the merger agreement, including by: agreeing to an allegedly unfair price for Astoria; approving the transaction notwithstanding alleged conflicts of interest; agreeing to deal protection devices that plaintiffs allege are unreasonable; and by failing to disclose certain facts about the process that led to the merger and financial analyses performed by Astorias financial advisors. The amended consolidated complaint also alleges that NYCB aided and abetted those alleged fiduciary breaches. The amended consolidated complaint seeks, among other things, an order enjoining completion of the proposed merger.

On April 6, 2016, defendants and lead plaintiffs entered into the MOU, which provides for the settlement of the Actions. The MOU contemplates, among other things, that Astoria will make certain supplemental disclosures relating to the merger, all of which are set forth below. Although the defendants deny the allegations made in the Actions (including the amended consolidated complaint) and believe that no supplemental disclosure is required under applicable laws, in order to avoid the burden and expense of further litigation, Astoria agreed to make such supplemental disclosures pursuant to the terms of the MOU.

The settlement contemplated by the MOU is subject to confirmatory discovery and customary conditions, including court approval following notice to Astorias stockholders. A hearing will be scheduled at which the Supreme Court of the State of New York will consider the fairness, reasonableness and adequacy of the settlement. If the settlement is finally approved by the court, it will resolve and release all claims by stockholders of Astoria challenging any aspect of the proposed merger, the merger agreement, and any disclosure made in connection therewith, pursuant to terms that will be disclosed to stockholders prior to final approval of the settlement. There can be no assurance that the court will approve the settlement contemplated by the MOU. If the court does not approve the settlement, or if the settlement is otherwise disallowed, the proposed settlement as contemplated by the MOU may be terminated.


The following information supplements the definitive joint proxy statement/prospectus dated March 16, 2016 (the Proxy Statement) and should be read in conjunction with the Proxy Statement, which should be read in its entirety. All page references are to pages in the Proxy Statement, and terms used below have the meanings set forth in the Proxy Statement.

The second paragraph under the heading Background of the Merger on page 53 is modified by adding the following after the third sentence of that paragraph :

Based on these discussions regarding Astorias strategic options, the Astoria board of directors determined that it would be important to formally engage an investment banker to evaluate the available alternatives.

The last sentence of the first full paragraph on page 54 is deleted in its entirety and replaced with the below :

As part of those discussions, representatives of Sandler ONeill discussed the operating environment faced by Astoria and similarly situated financial institutions as well as the potential benefits associated with exploring strategic alternatives and management commented on the current standalone strategic plan for Astoria as developed by the senior management of Astoria. In addition, the Astoria board of directors reviewed potential strategic partners with representatives of Sandler ONeill.

The first paragraph on page 55 is modified by adding the following after the completion of the first sentence on that page :

The Astoria board of directors also discussed at length a standalone operating analysis. For purposes of the meeting and discussion, Astoria management had prepared a hypothetical standalone strategic plan through December 31, 2019. The model assumed, among other things, substantial growth in loan originations (2.5% in 2016, 4.5% in 2017, 6% in 2018 and 7% in 2019); substantial progress in migrating to a business banking model; substantial future containment of costs; and $0.04 annual increases in common stock dividends commencing in 2017 plus increasing common stock repurchase activity over the forecasted term. Astoria management also prepared a restructure case which additionally assumed, among other things, prepayment in full of $1.9 billion in puttable debt (resulting in a $176 million pre-tax loss) and the sale and relocation of 13 branches, along with higher stock repurchase levels. Based on these assumptions, management derived for purposes of this analysis an implied earnings per share in the base case ($0.73 in 2016, $0.84 in 2017, $1.01 in 2018, and $1.27 in 2019) and in the restructure case ($1.19 in 2016, $1.03 in 2017, $1.19 in 2018, and $1.39 in 2019). Based on this model, the Astoria board of directors discussed potential net present values that would theoretically be achievable based on full achievement of all assumptions throughout the forecasted term. Based on an assumed pricing multiple of 15.0x earnings per share and a discount rate of 8.49%, the implied net present value in the base case was $14.00 per share of Astoria common stock, and in the restructuring case was $15.25 per share of Astoria common stock. The Astoria board of directors and management discussed these analyses at length, including the significant execution risks inherent in the strategic plans, the fact that achieving the

assumed objectives would involve a significant improvement over implementation efforts to date. The Astoria board of directors and Astoria management also discussed that regulatory approvals, which may not be received, would be necessary for essential parts of the strategic plans. The Astoria board of directors also observed that, based on the analysis presented at the meeting, the implied net present values were significantly less than the then-current trading levels of Astoria common stock. Following the discussion, the Astoria board of directors concluded that, due to the significant operational and execution risks involved, along with certain assumptions viewed as unachievable in the near term, the strategic plan did not at that time represent a realistic, viable alternative.

The paragraph beginning with the words On October 9, 2015 on page 55 is modified by deleting the second sentence of that paragraph in its entirety and adding the below :

During the course of such meeting, the parties discussed the likely timeline for a potential transaction and Party Cs management expressed reservations about proceeding with any potential transaction in the near term, instead preferring to pursue a transaction at the end of 2015.

The paragraph beginning with the words On October 28, 2015 on page 58 is modified by adding the following sentence at the end of that paragraph :

Because of the competitive nature of the process, the Astoria board of directors determined that it should inform...