By Pam Martens and Russ Martens: March 7, 2024 ~

Former Trump Treasury Secretary, Steve Mnuchin, has teamed up with his pals from his days as a foreclosure kingpin at OneWest and assorted hedge funds/private equity guys, to pull a coup d’etat at the teetering New York Community Bancorp (NYCB), parent of Flagstar Bank.

A press release from NYCB yesterday confirmed that Mnuchin and his pals would be injecting $1 billion in equity at a purchase price of $2 a share for NYCB, massively diluting existing shareholders whose share price on the last trading day of last year was $10.23. (For why shares of NYCB have been in free fall this year, see our report on Tuesday: New York Community Bancorp Was JPMorgan’s Top Regional Bank Pick for 2024; It’s Lost 73 Percent Y-T-D and Had Its Deposit Rating Downgraded to Junk.)

Buttressing Mnuchin’s audacity, he will put himself and three of the other investing pals on the Board of NYCB, giving his team four votes on a Board he plans to shrink from 12 members to 9, according to the press release.

In addition, Mnuchin’s foreclosure pal from his days at OneWest, Joseph Otting (whom Trump had made the head of the Office of the Comptroller of the Currency, the regulator of national banks) will become the CEO of NYCB, replacing the existing CEO who just took his seat at the helm of NYCB last Friday. (The bank is now changing its CEO as often as some people change their socks.) Otting is to also have a seat on the NYCB Board of Directors.

Trading in the shares of NYCB was so chaotic yesterday that the New York Stock Exchange halted trading 13 times for reasons of limit-up or limit-down, and once for news pending. The share price gyrated yesterday from an all-time low of $1.70 to close at $3.46.

To grasp what is really going on here, we need to look back at what happened at Mnuchin’s Senate confirmation hearing when President Donald Trump picked him to become U.S. Treasury Secretary – a post which would simultaneously make Mnuchin the head of the Financial Stability Oversight Council (F-SOC), allowing him to approve or disapprove vast Wall Street bailouts by the Federal Reserve. (See our previous report: The Language Toomey Inserted into the Stimulus Bill Enshrines a $681 Billion Trading Slush Fund for Mnuchin with the NY Fed.)

At Mnuchin’s confirmation hearing, Senator Ron Wyden of Oregon had this to say about the practices of OneWest under Mnuchin:

“In early 2009, Mr. Mnuchin led a group of investors that purchased a bank called IndyMac [which had also collapsed in share price], renaming it OneWest. OneWest was truly unique. While Mr. Mnuchin was CEO, the bank proved it could put more vulnerable people on the street faster than just about anybody else around.

“While he was CEO, a OneWest vice president admitted in a court proceeding to ‘robo-signing’ upward of 750 foreclosure documents a week. She spent less than 30 seconds on each, and in fact, she had shortened her signature to speed the process along. Investigations found that the bank frequently mishandled documents and skipped over reviewing them. All it took to plunge families into the nightmare of potentially losing their homes was 30 seconds of sloppy paperwork and a few haphazard signatures.

“These kinds of tactics were in use between 2009 and 2014, a period during which the bank foreclosed on more than 35,000 homes. ‘Widow foreclosures’ on reverse mortgages – OneWest did more of those than anybody else. The bank defends its record on loan modifications, but it was found guilty of an illegal practice known as ‘dual tracking.’ One bank department tells homeowners to stop making payments so they can pursue modification, while another department presses on and hurtles them into foreclosure anyway.”

At the close of the confirmation hearing, Senator Wyden strongly suggested that Mnuchin had lied on his personal financial disclosure form, stating the following:

“Mr. Mnuchin, a month ago you signed documents and an affidavit that omitted the Cayman Island fund, almost $100 million of real estate, six shell companies and a hedge fund in Anguilla. This was not self-corrected. The only reason it came to light was my staff found it and told you it had to be corrected.”

The man the Mnuchin team has named as the new CEO at NYCB, Joseph Otting, set hair on fire in banking circles while serving as the head of the Office of the Comptroller of the Currency (OCC) in the Trump administration.

In July of 2018, the OCC announced that financial technology companies, known as fintech, which provide various types of banking activities other than accepting insured deposits, will now be allowed to apply for a special purpose national bank charter and operate across state lines. The OCC announcement promptly followed a report from the U.S. Treasury which recommended that the OCC make the charter available.

The immediate impact of gaining such a charter was that online lenders, who then had to abide by state-by-state limits on the amount of interest they could charge on a loan to consumers, would be unleashed to fully channel their predatory lending instincts.

The Superintendent of the New York State Department of Financial Services (DFS), Maria Vullo, issued a statement that was highly critical of both the OCC and Treasury actions. Vullo stated:

“The New York State Department of Financial Services fiercely opposes the Department of Treasury’s endorsement of regulatory ‘sandboxes’ for financial technology companies. The idea that innovation will flourish only by allowing companies to evade laws that protect consumers, and which also safeguard markets and mitigate risk for the financial services industry, is preposterous. Toddlers play in sandboxes. Adults play by the rules…

“DFS also strongly opposes today’s decision by the Office of the Comptroller of the Currency to begin accepting applications for national bank charters from nondepository financial technology (fintech) companies. DFS believes that this endeavor, which is also wrongly supported by the Treasury Department, is clearly not authorized under the National Bank Act.”

Laws and rules were just pesky details during the Trump administration – with the evidentiary support of the 91 felony counts the former President is facing today.

Another OneWest Mnuchin pal moving to the Board of NYCB is Allen Puwalski, the Chief Investment Officer and Managing Partner at Cybiont Capital. Puwalski served as a Director on the Board of OneWest from 2009 to 2015. Puwalski was also a former partner at John Paulson’s hedge fund, Paulson & Company, from 2007 to 2018. It was during that period that the notorious Goldman Sachs’ Abacus deal went down, where the hedge fund hand-selected subprime mortgage debt it thought would fail for the Abacus offering, then shorted it, making $1 billion for itself while costing unknowing Abacus investors $1 billion. (See our report: Putting John Paulson on AIG’s Board Is an Insult to Every Law-Abiding Citizen.)

Another Mnuchin investment team member who will join the NYCB Board is slated to be Milton Berlinski, co-founder of Reverence Capital, which is chipping in $200 million of the $1 billion equity infusion. Mnuchin’s private equity firm, Liberty Strategic Capital, is providing $450 million to the deal. Like Mnuchin, Berlinski was a long-tenured veteran of Goldman Sachs, working there for 26 years. Mnuchin’s tenure at Goldman Sachs was 17 years.

In addition to buying up common stock in NYCB at close to a record low share price, Mnuchin’s team is getting lots of other goodies. Yesterday’s press release includes the following terms:

“In connection with the equity capital raise transactions, NYCB will sell and issue, in the aggregate, to the Investors approximately (i) 59,750,000 shares of common stock, par value $0.01 per share, of the Company at a price per share of $2.00, (ii) 192,062 shares of a new series of preferred stock, par value $0.01 per share, of the Company designated as Series B Noncumulative Convertible Preferred Stock at a price per share of $2,000 and with a conversion price of $2.00, and (iii) 273,188 shares of a new series of preferred stock, par value $0.01 per share, of the Company designated as Series C Noncumulative Convertible Preferred Stock at a price per share of $2,000 and with a conversion price of $2.00, for an aggregate investment amount of $1.05 billion. In addition, investors will receive 7-year warrants to purchase non-voting, common-equivalent stock of the Company representing $315 million of underlying shares of common stock of the Company with an exercise price of $2.50 per share, a 25% premium to the price paid on common stock. Upon completion of the transactions, the aggregate shares issued to the Investors are expected to represent approximately 41.4% of the outstanding shares of Company on an as converted fully diluted basis.

“Holders of the preferred stock will not have voting rights and will be entitled to quarterly non-cumulative cash dividends, as and if declared by the Board. Each share of preferred stock is convertible into common stock on a 1 preferred share – 1,000 common shares basis. Series B preferred stock will automatically convert upon certain transfers permitted by federal banking regulations, while Series C preferred stock will automatically convert upon the achievement of certain trigger events related to receipt of antitrust clearance under the Hart Scott Rodino Act and shareholder approval. The Company will provide customary shelf and piggyback registration rights to each of the Investors. Additionally, Liberty and Reverence will also have the ability to request an underwritten shelf take-down and block trade rights.”

The key passage in the above verbiage is this: “Upon completion of the transactions, the aggregate shares issued to the Investors are expected to represent approximately 41.4% of the outstanding shares of Company on an as converted fully diluted basis.” To put that another way, for $1 billion, Mnuchin’s team is getting 41 percent of a federally-insured, regional bank that had a market value of $9.8 billion less than one year ago.