8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 31, 2009

Flagstar Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Michigan	1-16577	38-3150651
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5151 Corporate Drive, Troy, Michigan	48098
(Address of principal executive offices)	(Zip Code)

(248) 312-2000
(Registrant’s 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 CFR 240.14a-12)

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))

TABLE OF CONTENTS

EX-99.1

Item 8.01. Other Events.

On December 14, 2009, Flagstar Bancorp, Inc. (the “Company”) announced that it intended, subject to certain conditions, to conduct a rights offering with its stockholders of record on December 24, 2009.

On December 31, 2009, the Company issued a press release in which it announced the commencement of the rights offering. The Company further announced that its request to modify the previously disclosed restriction on brokered deposits to allow for CDARS deposits has been granted. The Company also is continuing discussions with its regulators about any additional regulatory restrictions that may be imposed. While an agreement has not yet been formalized, the Company believes, based on recent discussions with its regulators, that any additional restrictions will not be material or constrain management’s ability to implement and execute its current business plan. Accordingly, although there can be no assurance, the Company believes that it will close the rights offering and raise at least $300 million.

The information contained in this Item 8.01, including the press release contained as Exhibit 99.1 hereto, which is incorporated herein by reference, is being filed with the Securities and Exchange Commission and not furnished.

The rights offering will be made only by means of a prospectus. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Matters discussed in this Current Report on Form 8-K contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties, including, but not limited to, the risk that, because of business, economic or market conditions or for any other reasons within the Company’s discretion, the Company may decide not to pursue the rights offering on the terms proposed, if at all, and that the rights offering may not be consummated. In addition to the risks and uncertainties identified above, reference is also made to other risks and uncertainties detailed in reports filed by the Company with the Securities and Exchange Commission. The Company cautions that the foregoing risks and uncertainties are not exclusive.

Item 9.01 Financial Statements and Exhibits

     (d) The following exhibits are being furnished herewith:

Exhibit No.	Exhibit Description
99.1	Press Release, dated December 31, 2009

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	FLAGSTAR BANCORP, INC.
Dated: December 31, 2009	By:	/s/ Paul D. Borja
		Paul D. Borja
		Executive Vice-President and Chief Financial Officer

EX-99.1

     Exhibit 99.1

 
NEWS RELEASE
For more information, contact:
 
 
Paul D. Borja
Executive Vice President / CFO
(248) 312-2000
 
 
FOR IMMEDIATE RELEASE

Flagstar Bancorp, Inc. Commences Rights Offering and Secures Modification of Brokered Deposit Restriction to Allow CDARS Deposits

TROY, Mich., December 31, 2009 — Flagstar Bancorp, Inc. (NYSE: FBC) (“Flagstar” or the “Company”), the holding company for Flagstar Bank, FSB (the “Bank”), today announced the commencement of the previously announced rights offering for up to 704,234,180 shares of its common stock. On December 30, 2009, the Company’s Registration Statement on Form S-3 related to the rights offering was declared effective by the Securities and Exchange Commission.

Under the rights offering, each stockholder of record as of the December 24, 2009 record date will receive, at no charge, approximately 1.5023 non-transferable subscription rights for each share of the Company’s common stock owned on the record date. Each right will entitle the holder to purchase one share of the Company’s common stock at the subscription price equal $0.71 per whole share. Flagstar will not issue fractional rights or shares; if the number of shares of common stock held by a stockholder on the record date would have resulted in its receipt of fractional rights, the number of rights to be issued to that stockholder will be rounded up to the nearest whole number. The subscription rights will be exercisable until 5:00 p.m. New York City time on January 25, 2010, unless Flagstar extends the rights offering. If all of the subscription rights are exercised the total purchase price for the shares offered in this rights offering to be approximately $500 million, assuming full participation. Flagstar reserves the right to cancel or terminate the rights offering until such time as MP Thrift Investments L.P. (“MP Thrift”), our controlling stockholder, exercises its subscription rights for at least $300 million.

The Company further announced that its request to modify the previously disclosed restriction on brokered deposits to allow for CDARS deposits has been granted. The Company also is continuing discussions with its regulators about any additional regulatory restrictions that may be imposed. While an agreement has not yet been formalized, the Company believes, based on recent discussions with its regulators, that any additional restrictions will not be material or constrain management’s ability to implement and execute its current business plan. Accordingly, although there can be no assurance, the Company believes that it will close the rights offering and raise at least $300 million.

Questions about the rights offering or requests for additional copies of documents, including the prospectus and the accompanying prospectus supplement, may be directed to the subscription agent for the rights offering, Registrar and Transfer Company, at (800) 368-5948.

The rights offering will be made only by means of a prospectus. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Flagstar, with $14.8 billion in total assets as of September 30, 2009, is the largest savings bank headquartered in the Midwest and the largest financial institution headquartered in Michigan. At September 30, 2009, Flagstar operated 176 banking centers in Michigan, Indiana and Georgia and 42 home loan centers in 18 states. The Bank originates loans nationwide and is one of the leading originators of residential mortgage loans. For more information, please visit flagstar.com.

Matters discussed in this press release contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties, including, but not limited to, the risk that, because of business, economic or market conditions or for any other reasons within the Company’s discretion, the Company may decide not to pursue the rights offering on the terms proposed, if at all, and that the rights offering may not be consummated. In addition to the risks and uncertainties identified above, reference is also made to other risks and uncertainties detailed in reports filed by the Company with the Securities and Exchange Commission. The Company cautions that the foregoing risks and uncertainties are not exclusive.