Flagstar Has Special Meeting On December 21 To Authorize Share Increase (FBC, FBC-P)

After volume spiked in Flagstar Bancorp's common (FBC) and convertible preferred (FBC-P) stock yesterday, I found out there's a "Special Meeting" (proxy vote) on December 21 that would authorize an increase of 400 million shares to common stock outstanding (from 300 to 700 million shares, +133%). It would allow the preferred stock to convert to common and fend off any takeover attacks (100 million shares). Here are quotes from the release I found important. I also embedded the DEF-14A filing from November 15. Flagstar will be interesting to watch in 2011 as the market either prices in continued economic growth or a new recession.

  • "The Special Meeting is for the purpose of considering and acting upon the following matters:

    1. to amend the Amended and Restated Articles of Incorporation of the Company to increase the number of authorized shares of common stock, par value $0.01 per share (the “Common Stock”), from 300,000,000 shares to 700,000,000 shares; and

    2. to transact such other business as may properly come before the Special Meeting or any adjournments thereof.

    NOTE: The Board of Directors is not aware of any other business to come before the Special Meeting.
  • "MP Thrift Investments L.P. (“MP Thrift”) owns approximately 66.2% of our outstanding Common Stock as of the Record Date and has indicated that it intends to vote in favor of the proposal to increase the number of authorized shares of Common Stock, thereby assuring approval of the proposal."
  • "Upon Stockholder approval of an amendment described above to increase the number of authorized shares of Common Stock from 300,000,000 shares to 700,000,000 shares, each share of Convertible Preferred Stock will be automatically converted into 20 shares of Common Stock, based on a conversion price of $1.00 per share of Common Stock. MP Thrift participated in the registered offerings and purchased 8,884,637 shares of Convertible Preferred Stock and 72,307,263 shares of Common Stock at the offering price. The offerings resulted in aggregate net proceeds to us of approximately $385.8 million, after deducting underwriting fees and offering expenses."
  • "The principal purposes of this proposal is to authorize 300,000,000 additional shares of Common Stock to allow the Convertible Preferred Stock to be fully converted into Common Stock and an additional 100,000,000 additional shares to be available to provide future flexibility to our Board. By voting on this proposal, we are not asking for, and a vote should not be considered as asking for, approval of the issuance of the Convertible Preferred Stock, which is already issued and outstanding, or the conversion of the Convertible Preferred Stock. The availability of additional shares of Common Stock is particularly important in the event that our Board determines to undertake any actions on an expedited basis and thus to avoid the time, expense and delay of seeking Stockholder approval in connection with any potential issuance of Common Stock of which we have none contemplated at this time other than as described above.We believe that the flexibility afforded by the additional shares described above is in the best interests of Stockholders in light of current market and economic condition"
  • "The increase in the authorized number of shares of Common Stock could have possible anti-takeover effects. These authorized but unissued shares could (within the limits imposed by applicable law and the rules of the NYSE) be issued in one or more transactions that could make a change of control of us more difficult and, therefore, more unlikely. The additional authorized shares could be used to discourage persons from attempting to gain control of us by diluting the voting power of shares then outstanding or increasing the voting power of persons who would support the Board in a potential takeover situation, including by preventing or delaying a proposed business combination that is opposed by the Board although perceived to be desirable by some Stockholders."

Request-Flagstar Bancorp_Special Meeting Notice and Proxy Statement Source: http://phx.corporate-ir.net/External.File?item=UGFyZW50SUQ9MzgwMTM5fENoaWxkSUQ9NDEzMzM5fFR5cGU9MQ==&t=1 or http://www.sec.gov/Archives/edgar/data/1033012/000095012310105485/k49767ddef14a.htm 
Full disclosure: I don't own this

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