Edgar Filing: NEW YORK COMMUNITY BANCORP INC

Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

April 6, 2016

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

(Registrant’s 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):

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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) Firemen’s 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 Astoria’s 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 Astoria’s 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.

SUPPLEMENTAL DISCLOSURES

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 Astoria’s 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 O’Neill 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 O’Neill.

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 C’s 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 each party that such party would need to improve its proposal if it wanted to prevail.

The last full sentence on page 58 is deleted in its entirety and replaced with the following:

After weighing the factors discussed above, management observed that NYCB generally seemed in a better position to promptly execute and complete a transaction—even after taking into account the fact that, at or prior to closing any transaction with Astoria, NYCB would be subject to enhanced prudential regulation as a SIFI—and that its rapid and efficient work in the process provided evidence of this preparedness.

The penultimate paragraph on page 59 is modified by adding the following after the first sentence of that paragraph:

Sandler O’Neill’s written opinion also contained disclosures regarding the prior investment banking relationships between Sandler O’Neill and NYCB, which had been discussed with members of Astoria’s management and the Astoria board of directors.

The fourth bullet point on page 83 is deleted in its entirety and replaced with the following:

•

publicly available mean and median analyst earnings per share estimates for NYCB for the years ending December 31, 2015 through December 31, 2017, as directed by the senior management of Astoria, and estimated long-term annual earnings per share and balance sheet growth rates for the years thereafter, based on guidance from the senior management of NYCB;

The first paragraph below the section titled “Astoria Comparable Company Analysis” on page 85 is deleted in its entirety and replaced with the below:

Using publicly available information, Sandler O’Neill compared selected financial information for Astoria with a group of financial institutions. Sandler O’Neill selected this group of financial institutions based on its professional judgment at the time of the delivery of its fairness opinion. The Astoria peer group consisted of public bank and thrift holding companies whose securities were listed on major exchanges and which had total assets between $12.0 billion and $20.0 billion, excluding Puerto Rican headquartered banks and any financial institution that was an announced merger target (the “Astoria Peer Group”).

The first sentence and table on page 86 are deleted in their entirety and replaced with the below:

Sandler O’Neill’s analysis showed the following information regarding the financial performance and financial condition of Astoria and the Astoria Peer Group:


Financial Data as of or for the Period Ending September 30, 2015					Capital Position						LTM Profitability								Asset Quality				Valuation
Pricing Data as of October 27, 2015																							Price/
Company	City, State	Ticker	Total Assets ($mm)		TCE/ TA (%)		Leverage Ratio (%)		Total RBC Ratio (%)		ROAA (%)		ROAE (%)		Net Interest Margin (%)		Efficiency Ratio (%)		LLR/ Gross Loans (%)		NPAs¹ Total Assets (%)		Tang. Book Value (%)		LTM EPS (x)		2015 Est. EPS (x)		2016 Est. EPS (x)		Current Dividend Yield (%)		LTM Dividend Ratio (%)		Market Value ($mm)

IBERIABANK Corporation	Lafayette, LA	IBKC		19,534		8.75		9.33		12.15		0.77		6.42		3.55		65.9		0.91		0.43		147		16.2		14.1		12.7		2.3		37.4		2,420

Valley National Bancorp²	Wayne, NJ	VLY		19,290		6.85		7.76		12.62		0.63		6.46		3.20		71.2		0.71		0.88		186		19.4		17.7		14.9		4.4		84.6		2,353

Texas Capital Bancshares, Inc.	Dallas, TX	TCBI		18,666		7.62		9.08		11.39		0.87		9.90		3.24		53.3		0.82		0.59		173		17.9		18.2		15.8		0.0		0.0		2,457

UMB Financial Corporation	Kansas City, MO	UMBF		18,598		8.69		9.56		13.50		0.66		6.52		2.54		78.6		0.86		0.27		158		20.7		18.8		15.8		1.9		38.5		2,486

Fulton Financial Corporation	Lancaster, PA	FULT		17,838		8.63		9.39		14.77		0.86		7.33		3.24		68.6		1.23		1.17		154		15.8		16.0		15.3		2.7		44.0		2,301

PrivateBancorp, Inc.	Chicago, IL	PVTB		16,895		9.23		10.35		12.28		1.06		11.01		3.21		52.2		1.25		0.49		210		19.3		18.4		17.2		0.1		1.9		3,252

F.N.B. Corporation	Pittsburgh, PA	FNB		16,836		6.98		8.19		12.20		0.98		7.79		3.46		56.1		1.15		0.72		210		15.3		15.0		13.5		3.6		55.2		2,339

PacWest Bancorp	Los Angeles, CA	PACW		16,814		12.21		12.08		16.33		1.83		8.44		5.80		38.2		0.83		1.10		252		15.5		15.8		15.0		4.4		68.7		5,452

Bank of Hawaii Corporation	Honolulu, HI	BOH		15,164		7.05		7.18		15.37		1.06		14.81		2.80		57.9		1.35		0.52		263		17.7		16.9		16.0		2.8		61.6		2,799

MB Financial, Inc.	Chicago, IL	MBFI		14,950		8.43		10.43		12.94		1.04		7.41		3.88		64.0		1.24		0.95		193		16.6		15.4		14.1		2.1		32.5		2,333

Washington Federal, Inc.	Seattle, WA	WAFD		14,568		11.61		11.64		20.86		1.10		8.20		3.08		49.8		1.19		3.04		139		14.9		14.7		13.8		2.1		31.1		2,306

Western Alliance Bancorporation	Phoenix, AZ	WAL		13,956		8.85		9.90		12.10		1.52		14.80		4.46		46.1		1.09		1.34		297		18.7		17.9		15.2		0.0		0.0		3,602

BancorpSouth, Inc.	Tupelo, MS	BXS		13,787		9.88		10.56		13.45		1.00		8.21		3.57		71.1		1.28		0.82		174		17.6		16.8		14.9		1.6		17.9		2,314

Cathay General Bancorp	Los Angeles, CA	CATY		12,750		10.95		12.24		15.25		1.34		9.39		3.41		47.0		1.50		1.47		184		16.1		15.6		14.7		1.8		25.0		2,498

Flagstar Bancorp, Inc.	Troy, MI	FBC		12,519		9.88		11.65		21.64		1.21		9.39		2.77		73.6		2.34		1.53		104		12.2		13.4		13.0		0.0		0.0		1,290

Hilltop Holdings Inc.²	Dallas, TX	HTH		12,477		11.18		11.87		19.29		1.95		13.00		4.02		83.5		0.60		0.27		148		10.0		13.0		11.0		0.0		0.0		2,007

United Bankshares, Inc.²	Charleston, WV	UBSI		12,415		8.20		10.65		12.51		1.12		8.11		3.64		47.1		0.83		1.16		287		20.2		19.7		18.8		3.2		65.3		2,749

Trustmark Corporation	Jackson, MS	TRMK		12,390		9.01		10.09		14.66		0.96		8.04		3.81		67.9		1.05		1.34		151		14.0		14.1		14.5		3.8		53.5		1,632

International Bancshares Corporation²	Laredo, TX	IBOC		12,074		11.41		12.64		18.96		1.15		8.90		3.19		52.1		1.05		1.02		129		12.3		NA		NA		2.2		27.4		1,733

High

19,534

12.21

12.64

21.64

1.95

14.81

5.80

83.5

2.34

3.04

297

20.7

19.7

18.8

4.4

84.6

5,452

Low

12,074

6.85

7.18

11.39

0.63

6.42

2.54

38.2

0.60

0.27

104

10.0

13.0

11.0

0.0

1,290

Mean

15,343

9.23

10.24

14.86

1.11

9.17

3.52

60.2

1.12

1.01

187

16.3

16.2

14.8

2.1

33.9

2,543

Median

14,950

8.85

10.35

13.50

1.06

8.21

3.41

57.9

1.09

0.95

174

16.2

15.9

14.9

2.1

32.5

2,353

Astoria ³

—

15,099

8.93

10.06

18.63

0.60

5.82

2.31

72.1

0.92

1.64

133

20.9

26.6

28.3

0.9

14.3

1,767


(1)		Nonperforming assets defined as nonaccrual loans and leases, renegotiated loans and leases, and real estate owned
(2)		Financial data as of June 30, 2015F
(3)		September 30, 2015 financials per Astoria management; LTM profitability metrics, current dividend yield, LTM dividend payout ratio and NPAs / Assets as of June 30, 2015
Notes:		Public banks and thrifts that trade on major exchanges with assets between $12.0 billion and $20.0 billion excluding merger targets and Puerto Rican banks; Previous period data used when current GAAP data unavailable
Sources:		SNL Financial, Astoria Management

The table on page 89 is deleted in its entirety and replaced by the following:


Financial Data as of or for the Period Ending September 30, 2015					Capital Position						LTM Profitability								Asset Quality				Valuation
Pricing Data as of October 27, 2015																							Price/
Company	City, State	Ticker	Total Assets ($mm)		TCE/ TA (%)		Leverage Ratio (%)		Total RBC Ratio (%)		ROAA (%)		ROAE (%)		Net Interest Margin (%)		Efficiency Ratio (%)		LLR/ Gross Loans (%)		NPAs¹ Total Assets (%)		Tang. Book Value (%)		LTM EPS (x)		2015 Est. EPS (x)		2016 Est. EPS (x)		Current Dividend Yield (%)		LTM Dividend Ratio (%)		Market Value ($mm)

Comerica Incorporated	Dallas, TX	CMA		71,012		9.92		10.29		12.91		0.80		7.38		2.60		66.3		1.27		0.57		107		14.1		14.6		13.4		2.0		27.3		7,479

Huntington Bancshares Incorporated	Columbus, OH	HBAN		70,210		7.86		8.85		12.70		1.01		10.48		3.17		63.1		1.18		1.91		158		13.8		13.4		12.1		2.6		31.6		8,684

Zions Bancorporation	Salt Lake City, UT	ZION		58,411		9.76		11.63		16.48		0.50		3.84		3.19		72.5		1.48		0.94		102		25.5		23.3		14.3		0.9		18.2		5,732

First Republic Bank	San Francisco, CA	FRC		55,375		7.60		9.38		13.80		0.96		9.83		3.24		53.9		0.59		0.12		219		21.1		20.3		17.7		0.9		19.3		9,188

SVB Financial Group	Santa Clara, CA	SIVB		41,731		7.61		7.67		14.05		1.05		12.24		2.60		56.4		1.29		0.25		196		20.0		18.6		16.7		0.0		0.0		6,235

First Niagara Financial Group, Inc.	Buffalo, NY	FNFG		39,413		6.32		7.66		11.97		0.62		5.92		3.04		67.2		1.01		0.74		154		17.8		17.5		17.2		3.0		54.2		3,725

People’s United Financial, Inc.	Bridgeport, CT	PBCT		37,478		7.48		8.10		11.80		0.70		5.42		2.91		64.2		0.75		1.03		189		19.4		19.0		17.5		4.1		78.5		5,121

Signature Bank	New York, NY	SBNY		31,921		8.84		8.95		12.34		1.22		13.48		3.24		34.3		0.80		0.42		265		21.3		20.4		17.8		0.0		0.0		7,632

East West Bancorp, Inc.	Pasadena, CA	EWBC		31,120		8.37		8.70		12.60		1.31		13.16		3.48		47.7		1.15		0.42		224		14.8		14.8		14.0		2.0		29.9		5,722

BOK Financial Corporation²	Tulsa, OK	BOKF		30,726		9.72		9.75		14.11		1.01		8.94		2.57		65.6		1.29		0.40		148		14.9		14.2		13.2		2.7		39.5		4,354

High

71,012

9.92

11.63

16.48

1.31

13.48

3.48

72.5

1.48

1.91

265

25.5

23.3

17.8

4.1

78.5

9,188

Low

30,726

6.32

7.66

11.80

0.50

3.84

2.57

34.3

0.59

0.12

102

13.8

13.4

12.1

0.0

3,725

Mean

46,740

8.35

9.10

13.28

0.92

9.07

3.00

59.1

1.08

0.68

176

18.3

17.6

15.4

1.8

29.9

6,387

Median

40,572

8.12

8.90

12.81

0.99

9.39

3.11

63.7

1.16

0.50

174

18.6

18.1

15.5

2.0

28.6

5,984

NYCB

—

49,045

7.27

7.80

13.89

1.00

8.42

2.61

44.2

0.50

0.17

247

16.9

17.6

17.7

5.3

90.1

8,349


(1)		Nonperforming assets defined as nonaccrual loans and leases, renegotiated loans and leases, and real estate owned
(2)		Financial data as of September 30, 2015
Note:		Public banks and thrifts that trade on major exchanges with assets between $30 billion and $80.0 billion excluding merger targets and Puerto Rican banks; Previous period data used when current data unavailable
Source:		SNL Financial

The table and accompanying text under the heading “Selected Transactions Analysis” on page 90 are deleted in their entirety and replaced by the following:


						Transaction Information																	Seller Information
								Price								Core Deposit Premium (%)		1-Day Market Premium (%)			1-Month Market Premium (%)
Acquiror	St	Target	St	Annc Date		Deal Value ($mm)		LTM Earnings (x)		Est. EPS (x)		Book Value (%)		TBV (%)		Core Deposit Premium (%)		1-Day Market Premium (%)			1-Month Market Premium (%)		Total Assets ($mm)		TCA/TA (%)		YTD ROAA (%)		Res./ Loans (%)		NPAs/ Assets⁽¹⁾ (%)

Bank of the Ozarks Inc.	AR	Community & Southern Hldgs Inc	GA		10/19/15		799.5		47.4		—		179		199		18.3		—			—		3,790.2		10.7		0.63		1.66		1.16

BB&T Corp.	NC	National Penn Bancshares Inc.	PA		08/17/15		1,815.2		17.7		16.8		159		219		15.4		18.2			13.1		9,604.3		8.9		1.13		1.37		0.54

F.N.B. Corp.	PA	Metro Bancorp Inc.	PA		08/04/15		473.5		22.7		19.6		172		172		9.4		32.1			26.4		3,001.4		8.9		0.66		1.25		1.75

PacWest Bancorp	CA	Square 1 Financial Inc.	NC		03/02/15		847.4		23.3		22.2		262		263		19.8		(0.7	)		13.3		3,094.9		9.8		1.25		1.70		0.56

Royal Bank of Canada		City National Corp.	CA		01/22/15		5,332.5		22.9		21.0		195		262		12.3		26.0			17.8		32,015.6		6.3		0.85		1.62		0.20

BB&T Corp.	NC	Susquehanna Bancshares Inc.	PA		11/12/14		2,500.9		16.6		17.4		91		172		8.9		39.1			40.3		18,583.3		8.4		0.83		1.02		0.87

Sterling Bancorp	NY	Hudson Valley Holding Corp.	NY		11/05/14		538.2		NM		44.0		184		188		9.4		18.4			45.8		3,120.1		9.2		0.32		1.52		1.52

Banner Corp.	WA	Starbuck Bancshares Inc.	WA		11/05/14		701.6		37.5		—		126		148		7.8		—			—		4,086.6		11.7		0.79		0.59		0.69

CIT Group Inc.	NY	IMB HoldCo LLC	CA		07/22/14		3,369.1		13.7		—		99		102		0.8		—			—		21,807.1		15.2		0.78		0.57		1.19

First Citizens BancShares Inc.	NC	First Citizens Bancorp.	SC		06/10/14		644.7		14.2		—		89		118		1.5		40.4			37.5		8,532.1		6.9		0.71		1.17		1.62

Umpqua Holdings Corp.	OR	Sterling Financial Corp.	WA		09/11/13		1,995.1		19.1		19.4		160		167		13.8		13.9			16.1		9,939.6		11.7		1.08		1.94		1.70

PacWest Bancorp	CA	CapitalSource Inc.	CA		07/22/13		2,381.9		5.4		19.1		150		169		35.4		20.1			24.6		8,482.7		16.2		1.38		1.91		2.11

MB Financial Inc.	IL	Taylor Capital Group Inc.	IL		07/15/13		658.8		11.3		14.0		182		182		9.3		24.6			29.8		5,901.4		6.0		1.15		2.09		1.89

United Bankshares Inc.	WV	Virginia Commerce Bancorp Inc.	VA		01/30/13		467.4		21.0		16.8		183		183		11.8		15.2			61.0		2,823.7		8.7		1.01		1.94		3.32

High

5,332.5

47.4

44.0

262

263

35.4

40.4

61.0

32,015.6

16.2

1.38

2.09

3.32

Low

467.4

5.4

14.0

102

0.8

(0.7

)

13.1

2,823.7

6.0

0.32

0.57

0.20

Mean

1,609.0

21.0

159

182

12.4

22.5

29.6

9,627.3

9.9

0.90

1.45

1.37

Median

823.5

19.1

19.3

166

177

10.6

20.1

26.4

7,192.0

9.0

0.84

1.57

1.35

1,986.7

23.0

29.2

128

146

7.8

10.0

17.9

⁽²⁾

15,099.2

8.9

0.50

0.92

1.64

⁽³⁾


(1)		Nonperforming assets defined as nonaccrual loans and leases, renegotiated loans and leases, and real estate owned
(2)		Market premium based off September 28, 2015 stock price ($16.36)
(3)		Astoria NPAs / Assets as of June 30, 2015
Note:		National bank and thrift M&A deals greater than $450 million since January 1, 2013
Source:		SNL Financial

The first paragraph below the section titled “Net Present Value Analyses” on page 90 is modified by adding the following as the penultimate sentence:

Sandler O’Neill assumed earnings per share of $0.76, $0.62, $0.67, $0.71 and $0.75 for each of the years ended December 31, 2015 through December 31 2019, respectively, and also assumed dividends per share of $0.16 for each of the years ended December 31, 2015 through December 31, 2019.

The second paragraph on page 91 is modified by adding the following as the penultimate sentence:

Sandler O’Neill assumed earnings per share of $1.06, $1.06, $1.11, $1.19 and $1.27 for the years ended December 31, 2015 through December 31, 2019, respectively, and also assumed dividends per share of $1.00 for each of the years ended December 31, 2015 through December 31, 2019.

IMPORTANT ADDITIONAL INFORMATION

NYCB has filed a registration statement on Form S-4 with the SEC, which includes a joint proxy statement of Astoria and NYCB and a prospectus of NYCB, and each party will file other documents regarding the proposed transaction with the SEC. A definitive joint proxy statement/prospectus has also been sent to shareholders of Astoria and of NYCB seeking any required stockholder approvals. Before making any voting or investment decision, investors and security holders of Astoria and NYCB are urged to carefully read the entire registration statement and joint proxy statement/prospectus, as well as any amendments or supplements to these documents, because they contain important information about the proposed transaction. The documents filed by NYCB and Astoria with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed by NYCB may be obtained free of charge at its website at http://ir.mynycb.com/ and the documents filed by Astoria may be obtained free of charge at its website at http://ir.astoriabank.com/. Alternatively, these documents, when available, can be obtained free of charge from NYCB upon written request to New York Community Bancorp, Inc., Attn: Corporate Secretary, 615 Merrick Avenue, Westbury, New York 11590 or by calling (516) 683-4420, or from Astoria upon written request to Astoria Financial Corporation, Attn: Monte N. Redman, President, One Astoria Bank Plaza, Lake Success, New York 11042 or by calling (516) 327-3000.

PARTICIPANTS IN SOLICITATION

NYCB, Astoria, their directors, executive officers, and certain other persons may be deemed to be participants in the solicitation of proxies from NYCB’s and Astoria’s stockholders in favor of the approval of the merger. Information about the directors and executive officers of NYCB and their ownership of its common stock is set forth in the proxy statement for its 2015 annual meeting of stockholders, as previously filed with the SEC on April 24, 2015. Information about the directors and executive officers of Astoria and their ownership of its common stock is set forth in the proxy statement for its 2015 annual meeting of stockholders, as previously filed with the SEC on April 17, 2015. Stockholders may obtain additional information regarding the interests of such participants by reading the registration statement and the proxy statement/prospectus.

Cautionary Statements Regarding Forward-Looking Information

This Current Report on Form 8-K may include forward-looking statements by NYCB and our authorized officers pertaining to the proposed merger with Astoria. Forward-looking statements are typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which change over time. Additionally, forward-looking statements speak only as of the date they are made; NYCB does not assume any duty, and does not undertake, to update our 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 anticipated in our statements, and our future performance could differ materially from our historical results.

Our forward-looking statements are subject to the following principal risks and uncertainties: general economic conditions and trends, either nationally or locally; conditions in the securities markets; changes in interest rates; changes in deposit flows, and in the demand for deposit, loan, and investment products and other financial services; changes in real estate values; changes in the quality or composition of our loan or investment portfolios; changes in competitive pressures among financial institutions or from non-financial institutions; our ability to obtain the necessary shareholder and regulatory approvals of any acquisitions we may propose, including the Astoria merger; our ability to successfully integrate any assets, liabilities, customers, systems, and management personnel we may acquire into our operations, and our ability to realize related revenue synergies and cost savings within expected time frames; changes in legislation, regulations, and policies; and a variety of other matters which, by their nature, are subject to significant uncertainties and/or are beyond our control.

More information regarding some of these factors is provided in the Risk Factors section of our Form 10‐-K for the year ended December 31, 2015 and in other SEC reports we file. Our forward-looking statements may also be subject to other risks and uncertainties, including those we may discuss in this news release, on our conference call, during investor presentations, or in our SEC filings, which are accessible on our website and at the SEC’s website, www.sec.gov.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 8, 2016


New York Community Bancorp, Inc.

By:	/s/ R. Patrick Quinn
	Name:	R. Patrick Quinn
	Title:	Corporate Secretary