Flagstar Bank, N.a. · NYSE:FLG
Flagstar Bank, N.a — New York Community Bancorp — Merger or Acquisition (April 2021)
23 slides from Flagstar Bank, N.a's merger presentation, Apr 26, 2021
Slide 1: NYCB and Flagstar: Accelerating Our Transformation Strategy
Exhibit 99.2 NYCB and Flagstar: Accelerating Our Transformation Strategy April 26, 2021Exhibit 99.2 NYCB and Flagstar: Accelerating Our Transformation Strategy April 26, 2021
Slide 2: Disclaimer: Cautionary Statements Regarding Forward-Looking Information
Disclaimer Cautionary Statements Regarding Forward-Looking Information Certain statements in this presentation may constitute “forward‐looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21
Slide 3: Disclaimer (Cont'd): Important Information and Where You Can Find It
Disclaimer (Cont’d) Important Information and Where You Can Find It This communication may be deemed to be solicitation material in respect of the proposed transaction by NYCB and Flagstar. In connection with the proposed transaction, NYCB will file with the SEC a registration statement on Form S-4
Slide 4: Enhancing Shareholder Value By Leveraging Two Like-Minded Organizations
Enhancing Shareholder Value By Leveraging Two Like-Minded Organizations with Distinctive Strategic Strengths Accelerates our transition towards building a dynamic commercial banking organization Creates a top-tier regional bank with significant scale and broader diversification Drives strong financi
Slide 5: Key Transaction Terms
Key Transaction Terms n 100% stock consideration with a fixed exchange ratio of 4.0151x NYCB shares for each FBC share n Implied Total Transaction Value of $2.6B Consideration & n 9.3x Price / 2022E EPS; 6.4x Price / 2022E EPS with fully realized synergies Transaction Pricing n 1.15x Price / Tangibl
Slide 6: A Financially Compelling Transaction
A Financially Compelling Transaction Financial Metrics Robust Capital Position 10.4% Pro Forma 16% Double-Digit Capital Levels Common Equity 2022E EPS Accretion Tier 1 RBC Ratio (Assuming Fully Phased-in Cost Savings) $0.68 Common Dividend Maintained ~1,140% Increase for FBC Shareholders 3.5% Immedi
Slide 7: A Top-Tier Bank with National Scale and Strong Footholds
A Top-Tier Bank with National Scale and Strong Footholds in Northeast/Midwest and Exposure to High Growth Markets $22.1B NJ $2.6B NY NYCB Branches (236) 130 Branches 41 Branches NY WI MI FBC Branches (158) FBC Retail Home Lending NJ OH Offices (87) IN $10.4B $2.5B OH CA MI 113 Branches 29 Branches A
Slide 8: Flagstar – A Differentiated Bank
Flagstar – A Differentiated Bank th th Diversified Strong Low-Risk #1 Mid-Cap 6 Largest 6 Largest Lending Core Deposit Asset Deposit Rank Bank Mortgage Mortgage Business Base Classes in Michigan Originator Sub-Servicer Key Business Lines Geographic Overview Segment Summary Key Information • Leading
Slide 9: Delivering a Broader Set of Products and Services to Clients in More Markets
Delivering a Broader Set of Products and Services to Clients in More Markets COMBINED Multifamily PPP Mortgage Banking PP Mortgage Warehouse PP Residential / HELOC Portfolio Lending PP CRE PPP Traditional C&I PP Asset-Based Lending PP Equipment Leasing PP Dealer Floor Plan PP Treasury Management PPP
Slide 10: Combined Revenue Profile With A Reduced Dependency On Spread Income
Combined Revenue Profile With A Reduced Dependency On Spread Income NYCB (1Q21 LTM) FBC (1Q21 LTM) COMBINED (1Q21 LTM) 5 % 32 % 33 % $1.2B 50 % $2.2B $3.4B 55 % 13 % 17 % 95 % 4 % 10 % 20 % 36 % 2015- 2015 - 2015 - 43 % 2020 2020 2020 15 % Avg. Avg. Avg. 65 % 86 % 21 % Net Interest Income Bank Fee I
Slide 11: Enhanced Operating Strategy to Support Top-Quartile Profitability Metrics
Enhanced Operating Strategy to Support Top-Quartile Profitability Metrics 1.3% 1.3% 1.2% 1.2% 1.1% 1.1% 1.1% 1.1% 1.1% 1.0% 1.0% 0.9% 0.9% 0.9% 0.9% 0.8% 0.8% ROAA Pro Forma 17% 16% 15% 15% 14% 14% 14% 14% 13% 13% 12% 12% 11% 11% 10% 10% 10% ROATCE Pro Forma 73.5% 63.5% 63.5% 64.0% 62.2% 59.6% 59.7%
Slide 12: Pro Forma Loan Portfolio
Pro Forma Loan Portfolio NYCB FBC COMBINED Consumer: HELOC: Resi. Mtg.: Other: 2% Consumer: 1% 7% 1% 5% C&I: 8% Multifamily: C&I: 9% Resi. 56% CRE: Resi. Mtg.: 16% Mtg. W- Mtg.: 4% house: 13% $43.1B $14.9B $58.0B 11% Mtg. W- house: 3.59% Yield 3.73% Yield 3.63% Yield 44% C&I : 10% CRE: 17% Multifami
Slide 13: Maintain Our Low Risk Credit Model
Maintain Our Low Risk Credit Model • Average NPLs / Total Loans of 0.56% compared to 1.64% for peers, since 1993 • Cumulative NCOs of 108 bps since 1993 compared to 2,387 bps for Peers NYCB • Since 1993, losses have aggregated 15bps on Multifamily and 10bps on CRE (of CREDIT aggregate originations)
Slide 14: Pro Forma Funding Profile
Pro Forma Funding Profile NYCB FBC COMBINED Other: 1% Other: 2% Other: 1% Non-Int. Bearing: Non-Int. FHLB: 10% Bearing: 17% FHLB: 21% FHLB: Savings: 26% 30% 14% Other Non-Int. $50.0B $23.8B $73.8B Deposits: Bearing: Cost of Funds: Cost of Funds: Cost of Funds: 8% 45% Savings: 0.88% 0.31% 0.70% CD: 7
Slide 15: Comprehensive Due Diligence Process and Integration Planning
Comprehensive Due Diligence Process and Integration Planning Scope of NYCB’s Diligence Efforts n Comprehensive due diligence coordinated and led by key executives of NYCB and Flagstar 11 n Management led review of all functional areas NYCB n Full engagement of external consultants and advisors throu
Slide 16: A Shared Commitment
A Shared Commitment Diversity, Equity and Employees Inclusion § Committed to a diverse, inclusive and § Shared values and company missions culturally rich corporate environment § Strong focus on diversity, inclusion and We expect to§ Focus on promoting cultural awareness employee development to brid
Slide 17: Review of Key Merits of Transaction
Review of Key Merits of Transaction Accelerates our transition towards building a dynamic • Fee Income Mix: ~30% vs. ~5% • Adds New Lending Capabilities commercial banking organization Creates a top-tier regional bank with significant scale • $87B+ in Assets • Top 30 Bank by Deposits and broader div
Slide 18: Appendix
Appendix 18Appendix 18
Slide 19: Key Transaction Assumptions
Key Transaction Assumptions Earnings Estimatesn Based on consensus estimates n Identified fully phased-in cost savings of $125 million — ~8% of the combined Company’s total non-interest expense — ~11% of Flagstar’s total non-interest expense Synergies and One- — ~30% of Flagstar’s non-mortgage non-i
Slide 20: Pro Forma Net Income And EPS Accretion Reconciliation
Pro Forma Net Income And EPS Accretion Reconciliation Earnings Per Share Earnings Buildup 2022E ($ in millions, except per share) Pro Forma NYCB EPS $1.44 $1.25 Buildup: NYCB Consensus Net Income Estimate $ 581 FBC Consensus Net Income Estimate 277 $985 NYCB Consensus EPS Estimate $ 1.25 $127 FBC Co
Slide 21: Pro Forma Tangible Book Value Accretion Reconciliation
Pro Forma Tangible Book Value Accretion Reconciliation Tangible Book Value per Share Buildup +8.2% $9.39 +5.4% +3.5% $9.15 ($0.24) $8.98 $0.71 (2.8)% ($0.17) (1.9)% $0.36 $8.68 $8.32 NYCB Q1’21 Estimated NYCB Net Merger Pro Forma Full One-Time Pro Forma Day 2 CECL Pro Forma Standalone Growth at Clos
Slide 22: FBC Executive Management Overview
FBC Executive Management Overview Alessandro (Sandro) P. DiNello, President, Chief Executive Officer & Director Alessandro (Sandro) DiNello has served as President, CEO, and a Director of FBC Bank and FBC Bancorp since mid-2013. Prior to his current position, he was president and Chief Administrativ
Slide 23: A History Of Accretive Transactions Which Have Added To Our Franchise Value
A History Of Accretive Transactions Which Have Added To Our Franchise Value 1. Nov. 2000 2. July 2001 3. Oct. 2003 4. Dec. 2005 5. April 2006 6. April 2007 Haven Bancorp Richmond County Roslyn Bancorp, Long Island Atlantic Bank of PennFed Financial (HAVN) Financial Corp. Inc. (RSLN) Financial Corp.
New York Community Bancorp — Merger or Acquisition (April 2021) on 6ix