FBC (Flagstar Bancorp) FBC - Flagstar Bancorp, Inc. - Google Finance
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Current PPS: 88 cents (+47%) with a day high of $1.29
TROY, Mich., Dec. 17 /PRNewswire-FirstCall/ -- Flagstar Bancorp, Inc. (NYSE: FBC) ("Flagstar") today announced that it has entered into an investment agreement with MP Thrift Investments L.P. ("MatlinPatterson"), an entity formed by MP (Thrift) Global Partners III LLC, an affiliate of MatlinPatterson Global Advisers LLC, pursuant to which
MatlinPatterson will make a $250 million investment in Flagstar.
Pursuant to the agreement, MatlinPatterson will purchase from Flagstar 250,000 shares of a new series of convertible participating voting preferred stock (the "Convertible Preferred Stock"). Upon the receipt of stockholder approval to increase the number of authorized shares of Flagstar common stock, the Convertible Preferred Stock will automatically convert into 312,500,000 shares of Flagstar common stock at a conversion price of $0.80 per share. Prior to conversion, the Convertible Preferred Stock will vote together with Flagstar's common stock on an as-converted basis on all matters presented to Flagstar's stockholders.
At the closing of the investment, Thomas Hammond, Flagstar's Chairman, and Mark Hammond, Flagstar's Vice-Chairman, CEO and President, will each invest $2 million, and other members of Flagstar management may invest an additional $1 million, in each case at the same price per share at which MatlinPatterson is making its investment.
The conversion price of the Convertible Preferred Stock equates to a premium of approximately 33% over the closing price of Flagstar's common stock on December 17, 2008.
Upon the completion of its investment, MatlinPatterson will own approximately 70% of Flagstar's fully diluted outstanding equity and will have the right to designate more than a majority of Flagstar's Board of Directors. While the rules of the New York Stock Exchange (the "NYSE") generally require stockholder approval prior to the issuance of securities representing 20% of the outstanding shares of a listed company, the NYSE's Shareholder Approval Policy provides an exception in cases where the delay involved in securing stockholder approval for the issuance would seriously jeopardize the financial viability of the listed company. In accordance with the NYSE rule providing that exception, the Audit Committee of Flagstar's Board of Directors has expressly approved, and the full Board of Directors has concurred with, Flagstar's intended use of the exception.
About MatlinPatterson Global Advisers LLC
MatlinPatterson Global Advisers LLC is a $9 billion private equity franchise specializing in distressed control investments on a global basis. Over a 14-year period, the firm and its investment professionals have successfully made substantial investments in more than 65 companies across a broad range of industries. MatlinPatterson has a strong record of working with management teams to further their strategic plans.