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Section 1: 8-K

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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): November 14, 2019

 

VALLEY NATIONAL BANCORP

(Exact Name of Registrant as Specified in Charter)

 

New Jersey   1-11277   22-2477875

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

One Penn Plaza, New York, New York   10119
(Address of Principal Executive Offices)   (Zip Code)

 

(973) 305-8800

(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 (see General Instruction A.2. below):

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, no par value VLY The Nasdaq Stock Market LLC
Non-Cumulative Perpetual Preferred Stock, Series A, no par value VLYPP The Nasdaq Stock Market LLC
Non-Cumulative Perpetual Preferred Stock, Series B, no par value VLYPO The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 

   
 

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

On November 14, 2019, a Special Meeting of Shareholders of Valley National Bancorp (“Valley”) was held. Of the 331,805,866 shares of common stock of Valley (“Valley Common Stock”) that were issued and outstanding as of the record date of September 16, 2019, a total of 234,724,733 shares of Valley Common Stock were present or represented by proxy at the meeting. Valley’s shareholders took the following actions:

 

Proposal #1 – Approved of the issuance of up to 75,711,589 shares of Valley Common Stock in connection with the merger with Oritani Financial Corp. (”Oritani”) with and into Valley (the “Merger”). The number of shares voted “For” and “Against” this proposal, as well as the number of abstentions and broker non-votes, was as follows:

 

  Number of Votes
For 231,318,125  
Against 1,895,779  
Abstained 1,510,829  
Broker Non-Votes 0  

 

Proposal #2 – Approved of a proposal to authorize Valley’s Board of Directors to adjourn or postpone the meeting to a later date, if necessary or appropriate, to solicit additional proxies in favor of approval of the issuance of up to 75,711,589 shares of Valley Common Stock in connection with the Merger or to vote on other matters properly before such meeting. The number of shares voted “For” and “Against” this proposal, as well as the number of abstentions and broker non-votes, was as follows:

 

  Number of Votes
For 213,745,304  
Against 18,576,543  
Abstained 2,402,883  
Broker Non-Votes 0  

 

Item 8.01Other Events.

 

On November 15, 2019, Valley issued a press release announcing that shareholders of both Valley and Oritani approved the Merger at their respective shareholder meetings. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

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Forward-Looking Statements

 

The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to those regarding the proposed Merger. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about new and existing programs and products, relationships, opportunities, taxation, technology and market conditions. These statements may be identified by such forward-looking terminology as “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “usually,” “anticipate,” or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ from those contemplated by such forward-looking statements include, but are not limited to, the following: failure to satisfy conditions to the Merger on the proposed terms and within the proposed timeframe including, without limitation, delays in closing the Merger; the inability to realize expected cost savings and synergies from the Merger in amounts or in the timeframe anticipated; changes in the estimates of non-recurring charges; the diversion of management’s time on issues relating to the Merger; costs or difficulties relating to Oritani integration matters might be greater than expected; changes in the stock price of Valley from the date of the Merger announcement to the closing date; material adverse changes in Valley’s or Oritani’s operations or earnings; the inability to retain customers and qualified employees of Oritani; developments in the DC Solar bankruptcy and federal investigations that could require the recognition of additional tax provision charges related to uncertain tax liability positions; higher or lower than expected income tax expense or tax rates, including increases or decreases resulting from changes in uncertain tax position liabilities, tax laws, regulations and case law; and weakness or a decline in the U.S. economy, in particular in New Jersey, the New York Metropolitan area (including Long Island), Florida and Alabama, as well as an unexpected decline in commercial real estate values within our market areas, as well as the risk factors set forth in Valley’s Annual Report on Form 10-K for the year ended December 31, 2018. Valley assumes no obligation for updating any such forward-looking statement at any time.

 

Item 9.01Financial Statements and Exhibits.

 

(d)       Exhibits

 

99.1Press release, dated November 15, 2019, announcing receipt of Valley and Oritani shareholder approval of the Merger.

 

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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.

 

Dated:  November 18, 2019     VALLEY NATIONAL BANCORP  
         
         
  By:   /s/ Ronald H. Janis  
      Ronald H. Janis  
      Senior Executive Vice President
and General Counsel
 

 

 

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Section 2: EX-99.1 (EXHIBIT 99.1)

 

Exhibit 99.1

 

 

 

FOR IMMEDIATE RELEASE Contact:

Valley National Bancorp

Michael Hagedorn

Senior Executive Vice President and

Chief Financial Officer

973-872-4885

 

VALLEY NATIONAL BANCORP ANNOUNCES THE RECEIPT OF

REGULATORY AND SHAREHOLDER APPROVALS FOR THE ACQUISITION OF ORITANI FINANCIAL CORP.

 

 

New York, N.Y. – Friday, November 15, 2019 - Valley National Bancorp (NASDAQ:VLY) (“Valley”) announced today that shareholders of both Valley and Oritani Financial Corp. (“Oritani”) (NASDAQ: ORIT) voted in favor of the merger at their respective shareholder meetings. Valley now has received the necessary shareholder and regulatory approvals to complete the previously announced merger with Oritani (the “Merger”). Shareholders of Oritani will receive 1.60 shares of Valley common stock for each Oritani share they own pursuant to the terms of the Merger when it closes. The Merger is expected to be effective on December 1, 2019, subject to remaining closing conditions.

 

As of September 30, 2019, Oritani had approximately $4.0 billion in assets, $3.4 billion in net loans, and $2.9 billion in deposits. Oritani maintains a branch network of 26 offices in New Jersey.

 

The Merger represents a significant addition to Valley's New Jersey franchise, and will meaningfully enhance its presence in the densely populated and affluent Bergen County market. The Merger will also bolster capital, providing greater balance sheet optionality and the acceleration of previously disclosed strategic initiatives.

 

About Valley

As the principal subsidiary of Valley, Valley National Bank is a regional bank with approximately $33.8 billion in assets. Valley is committed to giving people and businesses the power to succeed. Valley operates over 200 branches across New Jersey, New York, Florida and Alabama, and is committed to providing the most convenient service, the latest innovations and an experienced and knowledgeable team dedicated to meeting customer needs. Helping communities grow and prosper is the heart of Valley's corporate citizenship philosophy. To learn more about Valley, go to www.valley.com or call our Customer Service Center at 800-522-4100.

 

About Oritani

Oritani is the holding company for Oritani Bank, a New Jersey state chartered bank offering a full range of retail and commercial loan and deposit products. Oritani Bank is dedicated to providing exceptional personal service to its individual and business customers. Oritani currently operates its main office and 25 full-service branches in the New Jersey Counties of Bergen, Hudson, Essex and Passaic. For additional information about Oritani Bank, please visit www.oritani.com.

 

One Penn Plaza, New York, NY 10119 phone: 973-305-3380 fax: 973-696-2044 www.valleynationalbank.com

 

   
 

 

 

 

Forward-Looking Statement

The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to those regarding the proposed Merger. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about new and existing programs and products, relationships, opportunities, taxation, technology and market conditions. These statements may be identified by such forward-looking terminology as “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “usually,” “anticipate,” or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ from those contemplated by such forward-looking statements include, but are not limited to, the following: failure to satisfy the remaining closing conditions to the Merger on the proposed terms and within the proposed timeframe including, without limitation, delays in closing the Merger; the inability to realize expected cost savings and synergies from the Merger in amounts or in the timeframe anticipated; changes in the estimates of non-recurring charges; the diversion of management’s time on issues relating to the Merger; costs or difficulties relating to Oritani integration matters might be greater than expected; changes in the stock price of Valley from the date of the Merger announcement to the closing date; material adverse changes in Valley’s or Oritani’s operations or earnings; the inability to retain customers and qualified employees of Oritani; developments in the DC Solar bankruptcy and federal investigations that could require the recognition of additional tax provision charges related to uncertain tax liability positions; higher or lower than expected income tax expense or tax rates, including increases or decreases resulting from changes in uncertain tax position liabilities, tax laws, regulations and case law; and weakness or a decline in the U.S. economy, in particular in New Jersey, the New York Metropolitan area (including Long Island), Florida and Alabama, as well as an unexpected decline in commercial real estate values within our market areas, as well as the risk factors set forth in Valley’s Annual Report on Form 10-K for the year ended December 31, 2018. Valley assumes no obligation for updating any such forward-looking statement at any time.

 

 

One Penn Plaza, New York, NY 10119 phone: 973-305-3380 fax: 973-696-2044 www.valleynationalbank.com

 

 

 

 

 

 

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