WESTBURY, N.Y.--(BUSINESS WIRE)--
New York Community Bancorp, Inc. (NYSE: NYB) (the "Company") today
announced that it will issue 3.4144 shares of its common stock for each
of its Bifurcated Option Note Unit SecuritiESSM (the "BONUSES
units") that is tendered, not withdrawn, and accepted under the terms of
its offer (the "Exchange Offer") to exchange shares of its common stock
for its BONUSES units, announced on July 29, 2009.
The 3.4144 Exchange Ratio was determined by adding (i) 2.4953 common
shares and (ii) 0.9191 common shares. The latter number was determined
by dividing $10.00 by $10.88, the average of the daily volume-weighted
average price (the "VWAP") of the Company's common stock during the five
consecutive trading days ending on August 21, 2009 (the "pricing
period").
The Exchange Offer is currently scheduled to expire at 11:59 p.m.
New York City Time on Tuesday, August 25, 2009, unless extended or
earlier terminated by the Company. Securities that are tendered may be
withdrawn at any time prior to the expiration time. If extended, the
Company would calculate a new Exchange Ratio based on a pricing period
ending on the second trading date immediately preceding the new
expiration date.
To receive the consideration in the Exchange Offer, holders must validly
tender and not withdraw their securities prior to the expiration time.
The Company will deliver the consideration three days following the
expiration date.
J.P. Morgan Securities Inc. is acting as the Company's sole financial
advisor in connection with the Exchange Offer. They have not been
retained to, and will not, solicit acceptances of the Exchange Offer,
nor will they make any recommendations to holders with respect thereto.
The complete terms and conditions of the Exchange Offer are set forth in
the Offer to Exchange and Letter of Transmittal that were sent to
holders of the BONUSES units. Holders are urged to read the Exchange
Offer documents carefully. Copies of the Offer to Exchange and Letter of
Transmittal may be obtained from Mellon Investor Services LLC, the
information agent, at (800) 777-3674 and may also be obtained without
charge at www.sec.gov,
the web site for the U.S. Securities and Exchange Commission.
This press release is neither an offer to purchase, nor a solicitation
to buy, any of the BONUSES units, nor is it a solicitation for
acceptance of the Exchange Offer. New York Community Bancorp, Inc. is
making the Exchange Offer only by, and pursuant to the terms of, the
Offer to Exchange and the related Letter of Transmittal. The Exchange
Offer is not being made in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities, blue
sky, or other laws of such jurisdiction. None of New York Community
Bancorp, Inc. or its affiliates, the information and exchange agents, or
the financial advisor is making any recommendation as to whether or not
holders should tender their BONUSES units in connection with the
Exchange Offer.
About the Company
With assets of $32.9 billion, New York Community Bancorp, Inc. is the
24th largest bank holding company in the nation and a leading producer
of multi-family loans in New York City, with an emphasis on apartment
buildings that feature below-market rents. The Company has two bank
subsidiaries: New York Community Bank, with 177 branches serving
customers throughout Metro New York and New Jersey; and New York
Commercial Bank, with 35 branches serving customers in Manhattan,
Queens, Brooklyn, Long Island, and Westchester County in New York.
Reflecting its growth through a series of acquisitions, the Community
Bank operates through five local divisions: Queens County Savings Bank
in Queens, Roslyn Savings Bank on Long Island, Richmond County Savings
Bank on Staten Island, Roosevelt Savings Bank in Brooklyn, and Garden
State Community Bank in New Jersey. Similarly, the Commercial Bank
operates 17 of its branches under the name Atlantic Bank. Information
about the Company and its bank subsidiaries is available at www.myNYCB.com
and www.NewYorkCommercialBank.com.
Source: New York Community Bancorp, Inc.
Contact: New York Community Bancorp, Inc.
Ilene A. Angarola, 516-683-4420
Executive Vice President &
Director, Investor Relations