Page 17 of 27 – SEC Filing based on, among other things, the belief of the Management Company, Matthew Lindenbaum and Bennett Lindenbaum that the Common Stock was trading at a significant discount to its value. Since the announcement on October 28, 2015 that the Issuer and New York Community Bancorp, Inc. (“NYCB”) had entered into a definitive agreement (the “Merger Agreement”) for the acquisition of the Issuer by NYCB in a merger transaction (the “Merger”), market conditions and the regulatory landscape have significantly changed. Although the shareholders of both the Issuer and NYCB have approved the Merger, the Merger has not yet received regulatory approval. Pursuant to the Merger Agreement, either the Issuer or NYCB has the right to terminate the Merger Agreement and abandon the Merger if the Merger has not been consummated by December 31, 2016 (the “Merger Termination Date”). Commencing in November, 2016, with no sign that regulatory approval would be received by the Merger Termination Date or at all, the Management Company caused the BCM Funds and managed accounts to begin acquiring additional shares of Common Stock because the Management Company believes that the consideration payable to the Issuer’s shareholders in the Merger, and the current market price of the Common Stock, undervalue the Issuer. On December 9, 2016, the Management Company sent a letter to the Issuer’s Board of Directors (the “Board”) urging that, as a matter of the Board’s fiduciary obligations to the Issuer’s shareholders, the Board terminate the Merger Agreement as soon as the Merger Agreement permits. A copy of the Management Company’s letter is filed herewith as Exhibit 99.2 and is incorporated herein by reference. On December 20, 2016, the Issuer and NYCB announced that they had mutually agreed not to extend the Merger Termination Date and to terminate the Merger Agreement effective January 1, 2017. The Management Company may engage in discussions with the Board, the Issuer’s management, other shareholders of the Issuer, knowledgeable industry or market observers, potential acquirors of the Issuer and other persons regarding the Issuer’s business, strategy and future plans and alternatives that the Issuer could employ to increase shareholder value. Any such discussions may include plans or proposals relating to or resulting in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. The Reporting Persons may make further acquisitions of Common Stock from time to time or dispose of any or all of the shares of Common Stock beneficially owned by the Funds and the managed accounts at any time. Any such acquisition or disposition may be effected through privately negotiated transactions, in the open market, in block transactions or otherwise. In addition, the Reporting Persons may enter into hedging or derivative transactions with respect to the securities of the Issuer, including the shares of Common Stock beneficially owned by them. Any determination to acquire or dispose of securities of the Issuer will depend on a number of factors, including the Issuer’s business and financial position and prospects, other developments concerning the Issuer, the price levels of the Common Stock, general market and economic conditions, the availability of financing and other opportunities available to the Reporting Persons. Except as set forth in this Schedule 13D, the Reporting Persons have no plans or proposals at present that relate to or would result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. Follow Astoria Financial Corp (NYSE:AF)
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based on, among other things, the belief of the Management Company, Matthew Lindenbaum and Bennett Lindenbaum that the Common Stock was trading at a significant discount to its value.
Since the announcement on October 28, 2015 that the Issuer and New York Community Bancorp, Inc. (“NYCB”) had entered into a definitive agreement (the “Merger Agreement”) for the acquisition of the Issuer by NYCB in a merger transaction (the “Merger”), market conditions and the regulatory landscape have significantly changed. Although the shareholders of both the Issuer and NYCB have approved the Merger, the Merger has not yet received regulatory approval.
Pursuant to the Merger Agreement, either the Issuer or NYCB has the right to terminate the Merger Agreement and abandon the Merger if the Merger has not been consummated by December 31, 2016 (the “Merger Termination Date”). Commencing in November, 2016, with no sign that regulatory approval would be received by the Merger Termination Date or at all, the Management Company caused the BCM Funds and managed accounts to begin acquiring additional shares of Common Stock because the Management Company believes that the consideration payable to the Issuer’s shareholders in the Merger, and the current market price of the Common Stock, undervalue the Issuer.
On December 9, 2016, the Management Company sent a letter to the Issuer’s Board of Directors (the “Board”) urging that, as a matter of the Board’s fiduciary obligations to the Issuer’s shareholders, the Board terminate the Merger Agreement as soon as the Merger Agreement permits. A copy of the Management Company’s letter is filed herewith as Exhibit 99.2 and is incorporated herein by reference.
On December 20, 2016, the Issuer and NYCB announced that they had mutually agreed not to extend the Merger Termination Date and to terminate the Merger Agreement effective January 1, 2017.
The Management Company may engage in discussions with the Board, the Issuer’s management, other shareholders of the Issuer, knowledgeable industry or market observers, potential acquirors of the Issuer and other persons regarding the Issuer’s business, strategy and future plans and alternatives that the Issuer could employ to increase shareholder value. Any such discussions may include plans or proposals relating to or resulting in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D.
The Reporting Persons may make further acquisitions of Common Stock from time to time or dispose of any or all of the shares of Common Stock beneficially owned by the Funds and the managed accounts at any time. Any such acquisition or disposition may be effected through privately negotiated transactions, in the open market, in block transactions or otherwise. In addition, the Reporting Persons may enter into hedging or derivative transactions with respect to the securities of the Issuer, including the shares of Common Stock beneficially owned by them. Any determination to acquire or dispose of securities of the Issuer will depend on a number of factors, including the Issuer’s business and financial position and prospects, other developments concerning the Issuer, the price levels of the Common Stock, general market and economic conditions, the availability of financing and other opportunities available to the Reporting Persons.
Except as set forth in this Schedule 13D, the Reporting Persons have no plans or proposals at present that relate to or would result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D.
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