Item 8.01 Other Events
On
On
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit 99.1 Joint Press Release, datedNovember 7, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Cautionary Statements Regarding Forward-Looking Statements
Certain statements in this current report 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 21E of the Securities Exchange Act of 1934, as amended, with respect to NYCB's and Flagstar's beliefs, goals, intentions, and expectations regarding revenues, earnings, loan production, asset quality, capital levels, and acquisitions, among other matters; NYCB's and Flagstar's estimates of future costs and benefits of the actions each company may take; NYCB's and Flagstar's assessments of probable losses on loans; NYCB's and Flagstar's assessments of interest rate and other market risks; and NYCB's and Flagstar's ability to achieve their respective financial and other strategic goals.
Forward-looking statements are typically identified by such words as "believe," "expect," "anticipate," "intend," "outlook," "estimate," "forecast," "project," "should," and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which change over time. These forward-looking statements include, without limitation, those relating to the terms, timing and closing of the proposed transaction.
Additionally, forward-looking statements speak only as of the date they are made; NYCB and Flagstar do not assume any duty, and do not undertake, to update such forward-looking statements. Furthermore, because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those indicated in such forward-looking statements as a result of a variety of factors, many of which are beyond the control of NYCB and Flagstar. The factors that could cause actual results to differ materially include the following: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the Merger Agreement; the outcome of any legal proceedings that may be instituted against NYCB or Flagstar; the possibility that the Transaction will not close when expected or at all because conditions to the closing are not satisfied on a timely basis or at all; the ability of NYCB and Flagstar to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of NYCB and/or Flagstar; the possibility that the anticipated benefits of the proposed transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where NYCB and Flagstar do business; certain restrictions during the pendency of the proposed transaction that may impact the parties' ability to pursue certain business opportunities or strategic transactions; the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management's attention from ongoing business operations and opportunities; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the proposed transaction within the expected timeframes or at all and to successfully integrate
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Flagstar's operations and those of NYCB; such integration may be more difficult,
time consuming or costly than expected; revenues following the proposed
transaction may be lower than expected; potential adverse reactions or changes
to business or employee relationships, including those resulting from the
announcement or completion of the proposed transaction; NYCB's and Flagstar's
success in executing their respective business plans and strategies and managing
the risks involved in the foregoing; the dilution caused by NYCB's issuance of
additional shares of its capital stock in connection with the proposed
transaction; and other factors that may affect future results of NYCB and
Flagstar; and the other factors discussed in the "Risk Factors" section of
NYCB's Annual Report on Form 10-K for the year ended
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