SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 26, 2010
Flagstar Bancorp, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
|5151 Corporate Drive, Troy, Michigan
|(Address of principal executive offices)
(Registrants 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:
o Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into A Material Definitive Agreement.
On March 26, 2010, Flagstar Bancorp, Inc. (the Company) and Flagstar Bank, FSB entered into an
Underwriting Agreement (the Underwriting Agreement) with Sandler ONeill & Partners, L.P., as
representative of the several underwriters named therein (the Underwriters). Pursuant to the
Underwriting Agreement, the Company will issue and sell to the Underwriters 500,000,000 shares of
the Companys common stock, $0.01 par value per share (the Common Stock). The public offering
price of the Common Stock is $0.50 per share. The Company has also granted the Underwriters a
30-day option to purchase up to 75,000,000 additional shares to cover over-allotments, if any.
The Underwriting Agreement contains customary representations, warranties, and covenants that are
valid as among the parties and as of the date of entering into the Underwriting Agreement, and are
not factual information to investors about the Company. The Company expects to close the sale of
Common Stock on March 31, 2010, subject to customary closing conditions.
The shares of Common Stock were registered under the Securities Act of 1933, as amended, pursuant
to a shelf registration statement filed with the Securities and Exchange Commission on Form S-3
(File No. 333-162823) (the Registration Statement). The offer and sale of the Common Stock is
being made under the Companys prospectus, dated December 30, 2009, filed as part of the
Registration Statement, as supplemented by the final prospectus
supplement, dated March 26, 2010.
to the Underwriting Agreement, the directors, executive officers and
MP Thrift Investments, L.P. of
the Company entered into agreements substantially in the form included in the Underwriting
Agreement providing for a 120-day lock-up period pursuant to which they agreed, subject to
certain exceptions, not to: (i) offer, pledge, sell, contract to sell, sell any option or contract
to purchase, purchase any option or contract to sell, grant any option, right or warrant for the
sale of, or otherwise dispose of or transfer any shares of the Companys Common Stock or any
securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or
hereafter acquired by the director or executive officer or with respect to which the director or
executive officer has or hereafter acquires the power of disposition, or file any registration
statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or
(ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in
part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether
any such swap or transaction is to be settled by delivery of Common Stock or other securities, in
cash or otherwise, without the prior written consent of Sandler ONeill & Partners, L.P.
In connection with the issuance and sale of the Common Stock, the following exhibits are filed with
this Current Report on Form 8-K and are incorporated by reference into the Registration Statement:
(i) the Underwriting Agreement (Exhibit 1.1), (ii) the opinion of Kutak Rock LLP as to the legality
of the shares of Common Stock (Exhibit 5.1), and (iii) the consent of Kutak Rock LLP (Exhibit
Item 8.01. Other Events.
On March 26, 2010, the Company issued a press release announcing the pricing terms of its
previously announced Common Stock offering of 500,000,000 shares to be sold by the Company.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by