Flagstar Bank, N.a. · NYSE:FLG
Flagstar Bank, N.a — New York Community Bancorp — IPO Roadshow (October 2015)
17 slides from Flagstar Bank, N.a's IPO roadshow presentation, Oct 29, 2015
Slide 1: NYCB and Astoria Financial Announce a Strategic In-Market Merger
New York Community Bancorp and Astoria Financial Announce a Strategic In-Market Merger October 29, 2015 Conference Call Information New York Community and Astoria will conduct a conference call at 8:30 a.m. Eastern Daylight Time on October 29, 2015 to elaborate on the strategic and financial implica
Slide 2: Cautionary Statements
Cautionary Statements Cautionary Statements Regarding Forward-Looking Information The information presented herein, on the related conference call, in the related news release, and in other related communications, may contain certain “forward-looking statements” within the meaning of the Private Sec
Slide 3: Key Investment Highlights
Key Investment Highlights 1 Unmatched financial and value proposition Merger and balance sheet restructuring are financially compelling. For illustrative purposes, based on analyst consensus estimates: 2017E EPS accretion is expected to reach approximately 20% TBVPS accretion at close is expected to
Slide 4: Components of Proposed Transaction and Associated Balance Sheet Actions
I. Acquisition of 100% of Astoria Financial Corporation II. NYCB Liability Restructuring $11.8bn liability restructuring to de-risk balance sheet through refinancing of $10.4bn long-term FHLB advances and conversion of $1.5bn of short-term borrowings into long-term borrowings Estimated after-tax $61
Slide 5: Key Transaction Terms: Purchase Price
Purchase Price NYCB will acquire 100% of Astoria Financial at a purchase price of approximately $2.0 billion1 $ 19.66 per Astoria share1, represents: 1.7x P/Adj. TBV2, 1.5x P/TBV2 and 14.4x P/E (including synergies) Consideration One for one fixed exchange ratio plus $0.50 per share cash payment Cos
Slide 6: Key Transaction Terms: Ownership and Board Composition
Ownership Post-Transaction 82% NYCB / 18% Astoria Board Composition NYCB 12 / Astoria to appoint 2 Board members: Monte Redman, President and Chief Executive Officer of Astoria Financial Ralph Palleschi, Chairman of the Board of Astoria Financial Compelling Returns Transaction is financially compell
Slide 7: Astoria Financial Corporation at a Glance
Overview Highlights (Sep-2015) Astoria Financial Corporation at a Glance Assets $15.1bn Net Loans $11.1bn Deposits $9.0bn Net Income (9M 2015) $69.6mm Common equity tier 1 risk-based 16.0% Branches 87 Employees 1,555 Established in 1888 Second largest thrift in New York 87 banking branch locations A
Slide 8: Astoria Financial Corporation at a Glance (cont'd)
Astoria Financial Corporation at a Glance (cont’d) Credit Quality Improvement Consistently Decreasing Cost of Interest-Bearing Liabilities (Sep-2015) Source: SNL Financial, Company disclosure. Target NPAs to be sold at close Cost of Interest-Bearing Liabilities
Slide 9: Creates New York's Pre-Eminent Community Banking Franchise
Creates New York’s Pre-Eminent Community Banking Franchise Pro Forma Branch Map Top 10 Regional1 NY MSA Banks NYCB Astoria 2015 Rank Top Banks Branches Deposits ($mm) 1 Capital One 302 $55,860 2 NYCB Pro Forma 291 31,703 2 Signature 29 24,444 3 M&T Bank 178 23,149 4 NYCB 204 22,274 5 PNC 237 19,963
Slide 10: Attractive Pro Forma Financial Profile
Attractive Pro Forma Financial Profile Expected Capital Position Pro Forma (at close) Tier 1 Leverage 7.5 % CET 1 11.4 % Balance Sheet Data ($mm) Pro Forma (Q3 2015) Assets $ 64,144 Deposits 37,328 YTD Net Income 427 Equity 7,474 1 Accretion calculated versus standalone forecast assuming no change i
Slide 11: Overview of the Restructuring Plan
Overview Extend the term of $1.5bn of short-term borrowings out to 2.5 years and refinance $10.4bn of existing long-term funding Refinance long-term borrowings into lower cost FHLB Advances The long-term restructuring results in a $614mm (after-tax) upfront cost vs a ~$100mm per year after-tax savin
Slide 12: Proven M&A Track Record
Note: The number of branches indicated reflects the number of branches in our current franchise that stemmed from each transaction. We have grown from $900mm in assets to $49bn while also de-risking our balance sheet through the sale and run-off of higher-risk assets, and by improving liquidity with
Slide 13: Straightforward Business Model Simplifies Integration
Straightforward Business Model Simplifies Integration Low Integration Risk Enhances Risk Positioning Focused business model streamlines integration Proven track record of thrift and bank conversions Established presence & experience in Astoria markets Diversifies retail lending capabilities Shared r
Slide 14: Diversified and Attractive Business Profile
Source: Regulatory data as of 6/30/15. 1 Pro forma reflects combined regulatory loan and deposit compositions as of 6/30/15 inclusive of intended loan dispositions. Diversified and Attractive Business Profile NYCB Astoria Pro Forma1 Total Loans and Leases: $36.2bn MRQ Yield on Loans: 4.0% Total Loan
Slide 15: For More Information
Visit our website: ir.myNYCB.com E-mail requests to: ir@myNYCB.com Call Investor Relations at: (516) 683-4420 Write to: Investor Relations New York Community Bancorp, Inc. 615 Merrick Avenue Westbury, NY 11590 For More Information
Slide 16: Appendix
Appendix New York Community Bancorp, Inc.
Slide 17: Earnings per Share Accretion / (Dilution)
Earnings per Share Accretion / (Dilution) NYCB Standalone $ in Millions Millions of shares $ per Share NYCB 2017 Estimated Net Income1 $ 489mm 444mm $ 1.10 Pro Forma $ in Millions Millions of shares $ per Share NYCB 2017 Estimated Net Income1 $ 489mm 444mm $ 1.10 Astoria 2017 Estimated Net Income1 $
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