

SEC Filings | Period or Filing Date (as applicable) | ||
Annual Report on Form 10-K for the year ended December 31, 2024 (and the related Notification of Late Filing on Form 12b-25 filed with the SEC in connection therewith on March 4, 2025) | Year ended December 31, 2024 | ||
The portions of our Definitive Proxy Statement on Schedule 14A, that are incorporated by reference in Part III of our Annual Report on Form 10-K | |||
Current Reports on Form 8-K and Form 8-K/A | March 21, 2025 (amending, only with respect to Item 5.02, a Current Report on Form 8-K filed on March 8, 2024) | ||
The description of Common Stock contained in Exhibit 4.6 to the Annual Report on Form 10-K | Year ended December 31, 2024 | ||
• | general economic conditions, including higher inflation and its impacts, either nationally or in some or all of the areas in which we and our customers conduct our respective businesses; |
• | conditions in the securities markets and real estate markets or the banking industry; |
• | changes in real estate values, which could impact the quality of the assets securing the loans in our portfolio; |
• | changes in interest rates, which may affect our net income, prepayment penalty income, and other future cash flows, or the market value of our assets, including our investment securities; |
• | changes in the quality or composition of our loan or securities portfolios; |
• | changes in our capital management policies, including those regarding business combinations, dividends, and share repurchases, among others; |
• | heightened regulatory focus on commercial real estate and on commercial real estate loan concentrations; |
• | changes in competitive pressures among financial institutions or from non-financial institutions; |
• | changes in deposit flows and wholesale borrowing facilities; |
• | our ability to maintain sufficient liquidity and funding to fulfill cash obligations and commitments when they become due in the short-term and long-term; |
• | changes in the demand for deposit, loan, and investment products and other financial services in the markets we serve; |
• | our timely development of new lines of business and competitive products or services in a changing environment, and the acceptance of such products or services by our customers; |
• | our ability to obtain timely stockholder and regulatory approvals of any capital raise transactions, corporate restructurings or other significant transactions we may propose; |
• | 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 synergies and cost savings within expected time frames, including those related to our recent acquisition of Flagstar Bancorp, Inc. (“Flagstar Bancorp”) and the purchase and assumption of certain assets and liabilities of Signature Bridge Bank, N.A. (“Signature”); |
• | potential exposure to unknown or contingent liabilities of companies we have acquired, may acquire, or target for acquisition, including our recent acquisition of Flagstar Bancorp and the purchase and assumption of certain assets and liabilities of Signature; |
• | the ability to invest effectively in new information technology systems and platforms; |
• | the more stringent regulatory framework and prudential standards we are subject to, including with respect to reporting, capital stress testing, and liquidity risk management, as a result of our transition to a Category IV banking organization, and the expenses we will incur to develop policies, programs, and systems that comply with these enhanced standards; |
• | changes in future allowance for credit losses requirements under relevant accounting and regulatory requirements; |
• | the ability to pay future dividends, including as a result of the failure to receive any required regulatory approval to pay a dividend, or for any other reasons; |
• | recent turnover in our Board of Directors and our executive management team; |
• | the ability to hire and retain key personnel and qualified members of our Board of Directors; |
• | the ability to execute on our strategic plan, including the sufficiency of our internal resources, procedures and systems; |
• | the ability to achieve our strategic financial and other strategic goals; |
• | the ability to attract new customers and retain existing ones in the manner anticipated; |
• | changes in our customer base or in the financial or operating performances of our customers’ businesses; |
• | the potential for deposit attrition, including for reasons related to (i) the departure of private banking teams whose responsibilities include the acquisition and retention of customer deposits and (ii) the expected transfer of certain custodial deposits associated with our mortgage servicing business out of the Bank; |
• | any interruption in customer service due to circumstances beyond our control; |
• | our ability to successfully remediate our previously disclosed material weaknesses in internal control over financial reporting; |
• | the outcome of pending or threatened litigation, or of investigations or any other matters before regulatory agencies, whether currently existing or commencing in the future, including with respect to any litigation, investigation or other regulatory actions related to (i) the business practices of acquired companies, including our acquisition of Flagstar Bancorp and subsequent purchase and assumption of certain assets and liabilities of Signature, (ii) the capital raise transaction we completed in March of 2024, (iii) the previously disclosed material weaknesses in internal control over financial reporting, (iv) past cyber security breaches, and (v) recent events and circumstances involving the Company, including our full year 2023 earnings announcement, disclosures regarding credit losses, provisioning and goodwill impairment, and negative news and expectations about the prospects of the Company (and associated stock price volatility and changes); |
• | environmental conditions that exist or may exist on properties owned by, leased by, or mortgaged to the Company; |
• | potential for deferred tax asset valuation allowance relating to Section 382 of the Internal Revenue Code arising from aggregation risk of new shareholder share issuances and warrant exercises related to our March 2024 $1.05 billion capital raise, the Flagstar Bancorp acquisition and additional potential market transactions not in the Company’s control; |
• | cybersecurity incidents, including any interruption or breach of security resulting in failures or disruptions in customer account management, general ledger, deposit, loan, or other systems managed either by us or third parties; |
• | operational issues stemming from, and/or capital spending necessitated by, the potential need to adapt to industry changes in information technology systems, on which we are highly dependent; |
• | the ability to keep pace with, and implement on a timely basis, technological changes; |
• | changes in legislation, regulation, policies, guidance, or administrative practices, whether by judicial, governmental, or legislative action, and other changes pertaining to banking, securities, taxation, rent regulation and housing (the New York Housing Stability and Tenant Protection Act of 2019), financial accounting and reporting, environmental protection, insurance, and the ability to comply with such changes in a timely manner; |
• | changes in the monetary and fiscal policies of the U.S. Government, including policies of the U.S. Department of the Treasury and the Board of Governors of the Federal Reserve System; |
• | changes in accounting principles, policies, practices, and guidelines; |
• | changes in regulatory expectations relating to predictive models we use in connection with stress testing and other forecasting or in the assumptions on which such modeling and forecasting are predicated; |
• | changes to federal, state, and local income tax laws; |
• | changes in our credit ratings, or in our ability to access the capital markets; |
• | increases in our FDIC insurance premium or future assessments; |
• | the impacts of tariffs, sanctions and other trade policies of the United States and its global trading counterparts; |
• | the potential impact to the Company from climate change, including higher regulatory compliance, increased expenses, operational changes, and reputational risks; |
• | the effects of geopolitical instability and unforeseen or catastrophic events including natural disasters, war, conflicts, terrorist activities, civil unrest, pandemics, epidemics, and other health emergencies, and the potential impact, directly or indirectly, on our business; |
• | other economic, competitive, governmental, regulatory, technological, and geopolitical factors affecting our operations, pricing, and services; |
• | completing the diversification of the Company’s loan portfolio may be more difficult, costly or time consuming than expected; |
• | the ability to achieve anticipated expense reductions and enhanced efficiencies with respect to our previously announced strategic workforce reduction; |
• | the impact of the recent sale of our mortgage servicing operations, third party mortgage loan origination business and mortgage warehouse business; |
• | the ability to successfully integrate branches and operations and to implement appropriate internal controls and regulatory functions relating to such activities; |
• | the ability to limit the outflow of deposits, and to successfully retain and manage any loans; |
• | the ability to attract new deposits, and to generate new interest-earning assets, in geographic areas that have not been previously served; |
• | our ability to effectively manage liquidity, including our success in deploying any liquidity arising from a transaction into assets bearing sufficiently high yields without incurring unacceptable credit or interest rate risk or to utilize available collateral to obtain funding; |
• | the ability to obtain cost savings and control incremental non-interest expense; |
• | the ability to retain and attract appropriate personnel; |
• | the ability to generate acceptable levels of net interest income and non-interest income, including fee income, from acquired operations; |
• | the diversion of management’s attention from existing operations; |
• | the ability to address an increase in working capital requirements; and |
• | limitations on the ability to successfully reposition our post-merger balance sheet when deemed appropriate. |
Items | Description | ||
• | operating results that vary from the expectations of our management or of securities analysts and investors; |
• | developments in our business or in the financial services sector generally; |
• | regulatory or legislative changes affecting our industry generally or our business and operations; |
• | operating and securities price performance of companies that investors consider to be comparable to us; |
• | changes in estimates or recommendations by securities analysts or rating agencies; |
• | announcements of strategic developments, acquisitions, dispositions, financings and other material events by us or our competitors; |
• | recent high-profile collapses of certain U.S. banks, which together have generated significant market volatility among publicly traded bank holding companies and, in particular, community and regional banks like FLG; and |
• | changes in global financial markets and economies and general market conditions, such as interest or foreign exchange rates, stock, commodity, credit or asset valuations or volatility. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation (or any other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; |
• | an estate the income of which is subject to United States federal income taxation regardless of its source; or |
• | a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person. |
• | the gain is effectively connected with a trade or business of the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment of the non-U.S. holder); |
• | the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or |
• | we are or have been a “United States real property holding corporation” for United States federal income tax purposes and certain other conditions are met. |
Securities Beneficially Owned Prior to the Offering** | Securities Being Registered for Resale(4) | Securities Beneficially Owned After Completion of the Offering**(5) | ||||||||||||||||||||||
Shares of Common Stock(1) | Warrants | Shares of Common Stock(2) | Warrants | Shares of Common Stock(2) | %(3) | Warrants | % (3) | |||||||||||||||||
Alyeska Investment Group(6) | 94,901 | 12,782 | 4,260,666 | 12,782 | 94,901 | * | — | — | ||||||||||||||||
Entities affiliated with Bayview Asset Management, LLC(7) | 166,666 | 4,500 | 1,666,666 | 4,500 | — | — | — | — | ||||||||||||||||
BlackRock, Inc.(8) | 4,999,998 | 8,999 | 7,999,664 | 8,999 | — | — | — | — | ||||||||||||||||
Citadel CEMF Investments Ltd.(9) | — | 12,000 | 3,999,999 | 12,000 | — | — | — | — | ||||||||||||||||
Entities affiliated with Hudson Bay Capital Management, L.P.(10) | 34,939,437 | 74,955 | 66,656,538 | 74,955 | — | — | — | — | ||||||||||||||||
Liberty(11) | 75,013,636 | 135,000 | 119,999,989 | 135,000 | 13,642 | * | — | — | ||||||||||||||||
Pasadero Drive LLC(12) | 1,886,866 | 3,396 | 3,018,666 | 3,396 | — | — | — | — | ||||||||||||||||
Entities affiliated with Millennium Management LLC(13) | 3,552,057 | 2,700 | 2,339,999 | 2,700 | 2,112,057 | — | — | — | ||||||||||||||||
Entities affiliated with Reverence Capital Partners, L.P.(14) | 35,981,113 | 60,000 | 53,333,436 | 60,000 | 2,647,675 | — | — | — | ||||||||||||||||
Entities advised or subadvised by T. Rowe Price Associates, Inc.(15) | 345,666 | 622 | 552,999 | 622 | — | — | — | — | ||||||||||||||||
* | Less than 1%. |
** | “Beneficial ownership” is a term broadly defined by the SEC in Rule 13d-3 under the Exchange Act and includes more than typical forms of stock ownership, that is, stock held in the person’s name. The term also includes what is referred to as “indirect ownership,” meaning ownership of shares as to which a person has or shares investment or voting power. For purposes of this table, shares not outstanding that are subject to options, warrants, rights or conversion privileges that may be exercisable by any Selling Securityholder (as such term is defined in this prospectus) are deemed outstanding for the purpose of calculating the number and percentage owned by such person, but not deemed outstanding for the purpose of calculating the percentage owned by each other person listed. |
(1) | The number of shares of Common Stock listed for the selling securityholder assumes that all shares of the Series B Preferred Stock held by the selling securityholder (to the extent applicable) are immediately convertible into shares of Common Stock in the hands of the selling securityholder. The number of shares of Common Stock listed in this column excludes (i) all shares of Common Stock issuable upon conversion of the shares of the Series D NVCE Stock held by the selling securityholder (to the extent applicable) and (ii) all shares of Common Stock issuable upon conversion of the shares of Series D NVCE Stock issuable upon exercise of the Warrants held by the selling securityholders. |
(2) | The number of shares of Common Stock listed for the selling securityholder assumes that (i) all shares of the Series B Preferred Stock held by the selling securityholder (to the extent applicable), (ii) all shares of the Series D NVCE Stock held by the selling securityholder (to the extent applicable) and (iii) all shares of the Series D NVCE Stock issuable upon exercise of the Warrants held by the selling securityholders are immediately convertible into shares of Common Stock in the hands of the selling securityholder. |
(3) | Calculated based upon 415,074,297 shares of Common Stock outstanding as of the close of business on April 21, 2025. |
(4) | Represents the number of Securities being registered on behalf of the selling securityholder pursuant to this registration statement, which may be more than the total number of Securities beneficially owned by such selling securityholder. |
(5) | Assumes that the selling securityholders dispose of all of the shares of Common Stock covered by this prospectus and do not acquire beneficial ownership of any additional shares of Common Stock. The registration of the Securities does not necessarily mean that the selling securityholders will sell all or any portion of the Securities covered by this prospectus. |
(6) | Alyeska Investment Group, L.P., the investment manager of Alyeska Master Fund, L.P. (the “Selling Securityholder”), has voting and investment control of the shares held by the Selling Securityholder. Anand Parekh is the Chief Executive Officer of Alyeska Investment Group, L.P. and may be deemed to be the beneficial owner of such shares. Mr. Parekh, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The registered address of Alyeska Master Fund, L.P. is at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street George Town, Grand Cayman, KY1-1104, Cayman Islands. Alyeska Investment Group, L.P. is located at 77 W. Wacker, Suite 700, Chicago IL 60601. |
(7) | The entities affiliated with Bayview Asset Management, LLC (“Bayview”) which are Selling Securityholders include: Bayview Opportunity Master Fund VII, L.P. (“BOF-VII Investor”) and Bayview MSR Opportunity Master Fund, L.P. (“BOF-MSR Investor”). The shares reported under “Securities Beneficially Owned Prior to the Offering—Shares of Common Stock” represent 166,666 shares of Common Stock currently held by BOF-VII Investor. The shares reported under “Securities Being Registered for Resale—Shares of Common Stock” represents (a) the shares included under “Securities Beneficially Owned Prior to the Offering—Shares of Common Stock”, (b) 500,000 shares of Common Stock owned by BOF-VII Investor issuable upon the conversion of Series D NVCE Stock that are issuable upon the exercise of the 1,500 Warrants currently held by the BOF-VII Investor and (c) 1,000,000 shares of Common Stock owned by BOF-MSR Investor issuable upon the conversion of Series D NVCE Stock that are issuable upon the exercise of the 3,000 Warrants currently held by the BOF-MSR Investor. Bayview Opportunity GP VII, LLC (the “BOF-VII GP”), is the general partner to BOF-VII Investor. Bayview Fund Management LLC (“BFM”) is the manager of BOF-VII Investor and has authority to manage the investments of the BOF-VII Investor. Bayview Capital GP MSR, LLC (the “BOF-MSR GP”), is the general partner to the BOF-MSR Investor. BFM is the manager of the BOF-MSR Investor and has authority to manage the investments of the BOF-MSR Investor. Each of BOF-VII GP, BOF-MSR GP and BFM are wholly owned subsidiaries of Bayview. Investment and voting decisions with respect to the above referenced shares are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of such shares. All indirect holders of the above referenced shares disclaim beneficial ownership of such shares except to the extent of its pecuniary interest therein. The address of such entities affiliated with Bayview and/or investment committee members is: 4425 Ponce de Leon Blvd., 4th Floor, Coral Gables, FL 33146. |
(8) | Includes 4,999,998 shares of Common Stock and 8,999 Warrants, representing the right (on an as converted basis) to receive approximately 2,999,666 shares of Common Stock. The registered holders of the referenced interests are the following funds and accounts under management by subsidiaries of BlackRock, Inc.: BlackRock Global Allocation V.I. Fund of BlackRock Variable Series Funds, Inc., BlackRock Global Funds Global Allocation Fund, BlackRock Investment Management (Australia) Limited as responsible entity of the BlackRock Global Allocation Fund (Aust), BlackRock Institutional Trust Company, NA, not in its individual capacity but as trustee of the BlackRock Global Allocation Collective Fund, BlackRock Capital Allocation Term Trust, BlackRock Global Allocation Portfolio of BlackRock Series Fund, Inc., BlackRock Global Allocation Fund, Inc., BlackRock Strategic Global Bond Fund, Inc., BlackRock Strategic Income Opportunities Portfolio of BlackRock Funds V, BlackRock Total Return Fund a Series of BlackRock Bond Fund, Inc., and BlackRock Global Long/Short Credit Fund of BlackRock Funds IV. BlackRock, Inc. is the ultimate parent holding company of such subsidiaries. On behalf of such subsidiaries, the applicable portfolio managers, as managing directors (or in other capacities) of such entities, and/or the applicable investment committee members of such funds and accounts, have voting and investment power over the shares held by the funds and accounts which are the registered holders of the referenced shares. Such portfolio managers and/or investment committee members expressly disclaim beneficial ownership of all shares held by such funds and accounts. The address of such funds and accounts, such subsidiaries and such portfolio managers and/or investment committee members is: 50 Hudson Yards, New York, NY 10001. Shares shown include only the securities being registered for resale and may not incorporate all shares deemed to be beneficially held by the registered holders or BlackRock, Inc. |
(9) | The shares reported under “Securities Being Registered for Resale—Shares of Common Stock” represent 3,999,999 shares of Common Stock (i) issuable upon the conversion of Series D NVCE Stock that are issuable upon the exercise of the 12,000 Warrants currently held by the Selling Securityholder or (ii) in certain circumstances, immediately issuable upon the exercise of the 12,000 Warrants currently held by the Selling Securityholder. Citadel Advisors LLC is the portfolio manager of Citadel CEMF Investments Ltd. Citadel Advisors Holdings LP is the sole member of Citadel Advisors LLC. Citadel GP LLC is the General Partner of Citadel Advisors Holdings LP. Kenneth Griffin owns a controlling interest in Citadel GP LLC. Mr. Griffin, as the owner of a controlling interest in Citadel GP LLC, may be deemed to have shared power to vote and/or shared power to dispose of the securities held by Citadel CEMF Investments Ltd. This disclosure shall not be construed as an admission that Mr. Griffin or any of the Citadel related entities listed above is the beneficial owner of any securities of the Company other than the securities actually owned by such person (if any). The address of Citadel CEMF Investments Ltd. is c/o Citadel Enterprise Americas LLC, Southeast Financial Center, 200 S. Biscayne Blvd., Suite 3300, Miami, FL 33131. |
(10) | Hudson Bay Capital Management, L.P., the investment manager of Tech Opportunities LLC and HB Special Opportunities AIV I LP (each, a “Hudson Bay Fund”), has voting and investment power over these securities. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management, L.P. Each of the Hudson Bay Funds, Hudson Bay Capital GP LLC and Sander Gerber disclaims beneficial ownership over these securities. The selling securityholder’s address is c/o Hudson Bay Capital Management L.P., 290 Harbor Drive, 3rd Floor, Stamford, CT 06902. No Hudson Bay Fund may convert, exercise or exchange any of its Warrants, shares of Preferred Stock or shares of Series D NVCE Stock to the extent (but only to the extent) such Hudson Bay Fund or any of its affiliates would beneficially own after such conversion, exercise or exchange a number of shares of Common Stock which would exceed 9.99% of the outstanding shares of Common Stock. The number of shares set forth in this table does not reflect these beneficial ownership limitations. |
(11) | Based on Schedule 13D filed with the SEC on March 14, 2024, as amended on June 10, 2024, August 13, 2024 and September 24, 2024, by Liberty Strategic Capital (CEN) Holdings, LLC (the “Liberty Purchaser”), a Delaware limited liability company; Liberty 77 Capital L.P. (the “Liberty Manager”), a Delaware limited partnership which is the investment manager of the members of the Liberty Purchaser and the manager of the Liberty Purchaser; Liberty 77 Capital Partners L.P. (“Liberty Manager GP”), a Delaware limited partnership and the general partner of the Liberty Manager; Liberty Capital L.L.C., a Delaware limited liability company and the general partner of the Liberty Manager GP; STM Partners LLC, a Delaware limited liability company that indirectly controls the Liberty Manager and the Liberty Purchaser; and Steven T. Mnuchin, the President of STM Partners LLC (each of the foregoing being referred to collectively as “Liberty”), which (following the Reverse Stock Split) reflects 75,013,636 shares of Common Stock. Following receipt of the Requisite Stockholder Approvals, Liberty’s 39,954 shares of Series C Preferred Stock automatically converted into 39,954,000 shares of Common Stock, prior to the Reverse Stock Split. Following the Reverse Stock Split, Liberty’s 143,355 shares of Series B Preferred Stock were exchanged for 47,784,994 shares of Common |
(12) | David Matlin, the Managing Member for Pasadero Drive LLC (the “Selling Securityholder”), has voting and investment control of the securities held by the Selling Securityholder and may be deemed to be the beneficial owner of such shares. Pasadero Drive LLC is located at 61 Cedar Point Lane, Sag Harbor, NY, 11963. |
(13) | The securities listed above include (a) 2,445,282 shares of Common Stock held by Integrated Core Strategies (US) LLC (the “Selling Securityholder”), consisting of: (i) 1,440,000 shares of Common Stock issued to the Selling Securityholder in connection with the Transaction and (ii) an additional 1,005,282 shares of Common Stock acquired separately from the Transaction, (b) 191,800 shares of Common Stock held by Riverview Group LLC as a result of holding listed options to purchase 191,800 shares of Common Stock, (c) 489,913 shares of Common Stock held by ICS Opportunities II LLC acquired separately from the Transaction, (d) 424,832 shares of Common Stock held by Integrated Assets II LLC acquired separately from the Transaction and (e) 230 shares of Common Stock held by Integrated Assets III LLC acquired separately from the Transaction. Riverview Group LLC, ICS Opportunities II LLC, Integrated Assets II LLC and Integrated Assets III LLC are affiliates of the Selling Securityholder. The securities listed above may be deemed to be beneficially owned by Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander (“Mr. Englander”) and/or other investment managers that may be controlled by Millennium Group Management LLC (the managing member of Millennium Management LLC) and Mr. Englander (the sole voting trustee of the managing member of Millennium Group Management LLC). The foregoing should not be construed in and of itself as an admission by Millennium Management LLC, Millennium Group Management LLC or Mr. Englander as to the beneficial ownership of the securities held by such entities. The address for Integrated Core Strategies (US) LLC is c/o Millennium Management LLC, 399 Park Avenue, New York, NY 10022. |
(14) | RCP Eagle Holdings, LP (“RCP Eagle”) is the holder of the Securities and is an affiliate of Reverence Capital Partners, L.P. RCP Eagle Holdings GP LLC is the general partner of RCP Eagle and, as a result, may be deemed to beneficially own the Securities held by RCP Eagle. Further, 100% of the outstanding equity interests of RCP Eagle Holdings GP LLC are held by Reverence Capital Partners Opportunities Fund V (PE Fund III) GP, L.P. (“Fund V GP”). Reverence Capital Partners Opportunities Fund V (PE Fund III) GP, LLC (“Fund V GP LLC”) is the general partner of Fund V GP. Reverence Capital Partners, L.P. is the managing member of Fund V GP LLC, while RCP GenPar LP (“GenPar LP”) holds 100% of the outstanding equity interests in Fund V GP LLC. RCP GenPar HoldCo LLC (“GenPar HoldCo”) is the general partner of GenPar LP. Accordingly, each of Fund V GP LLC, GenPar LP and GenPar HoldCo may be deemed to have beneficial ownership of the Securities. Decisions related to the investment management for, and making of investment decisions on behalf of, RCP Eagle with respect to the Securities are made by the majority vote of an investment committee. The investment committee is composed of Milton Berlinski, Peter Aberg and Alexander Chulack, who may be deemed to share voting and dispositive power for the Securities held by RCP Eagle. Each member of the investment committee disclaims such beneficial ownership. The address of each entity is 590 Madison Ave., 29th Floor, New York, NY 10022. The Securities include 33,333,438 shares of Common Stock acquired in the Transaction and 2,647,675 shares of Common Stock acquired separately from the Transaction. |
(15) | T. Rowe Price Associates, Inc. (“TRPA”) serves as investment adviser or subadviser with power to direct investments and/or sole power to vote the securities owned by the funds and accounts of the securities held by the Selling Securityholder, T. Rowe Price Financial Services Fund, Inc. For purposes of reporting requirements of the Securities Exchange Act of 1934, TRPA may be deemed to be the beneficial owner of such securities; however, TRPA expressly disclaims that it is, in fact, the beneficial owner of such securities. TRPA is the wholly owned subsidiary of T. Rowe Price Group, Inc. which is a publicly traded financial services holding company. The address of each entity is T. Rowe Price Associates, Inc., 100 East Pratt Street, Baltimore, MD 21202. |
• | on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; |
• | in the over-the-counter market; |
• | in transactions otherwise than on these exchanges or systems or in the over-the-counter market; |
• | through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; |
• | in ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
• | in block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | through purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
• | in an exchange distribution in accordance with the rules of the applicable exchange; |
• | through trading plans entered into by a Selling Securityholder pursuant to Rule 10b5-1 under the Exchange Act, that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans; |
• | in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents; |
• | in privately negotiated transactions; |
• | in settlement of short sales; |
• | subject to the Registration Rights Agreement, through one or more underwritten offerings or marketed underwritten offerings on a firm commitment or best efforts basis; |
• | in sales pursuant to Rule 144 under the Securities Act; |
• | whereby broker-dealers may agree with such Selling Securityholder to sell a specified number of such Securities at a stipulated price; |
• | directly to one or more purchasers; |
• | through delayed delivery requirements; |
• | by pledge to secured debts and other obligations or any transfer upon the foreclosure under such pledge; |
• | in a combination of any such methods of sale; and |
• | in any other method permitted pursuant to applicable law. |
• | lacked effective periodic risk assessment processes to identify and timely respond to emerging risks in certain financial reporting processes and related internal controls, including independent credit review, that were responsive to changes in the business operations and regulatory and economic environments in which the Company operates; |
• | lacked effective recurring monitoring activities over process level control activities, including independent credit review; and |
• | did not sufficiently maintain effective control activities related to independent credit review processes and certain loan data reconciliations. Specifically, the Company’s independent credit review process controls were ineffective as the Company lacked the consistent application of an appropriate framework to validate that the ratings were accurate, timely, and appropriately challenged. These ineffective controls impact the Company’s ability to accurately disclose loan rating classifications, identify problem loans, and ultimately recognize the allowance for credit losses on loans and leases. |