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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): December 1, 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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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 ¨

 

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. ¨

 

 

   
  

 

Item 2.01Completion of Acquisition or Disposition of Assets.

 

On December 1, 2019 (the “Effective Time”), Valley National Bancorp (“Valley”) completed its previously announced merger (the “Merger”) with Oritani Financial Corp. (“Oritani”) pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 25, 2019, between Valley and Oritani. At the Effective Time of the Merger, Oritani merged with and into Valley, with Valley as the surviving corporation in the Merger.

 

Pursuant to the terms of the Merger Agreement, each share of common stock of Oritani was converted into 1.60 shares of Valley common stock with cash to be paid in lieu of fractional shares. Each outstanding share of Valley common stock remained outstanding and was unaffected by the Merger.

 

Immediately following the Merger, Oritani Bank, a New Jersey-chartered savings bank and wholly-owned subsidiary of Oritani, merged with and into Valley National Bank, a national banking association and wholly-owned subsidiary of Valley, with Valley National Bank as the surviving entity.

 

The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, attached as Exhibit 2.1 to Valley’s Current Report on Form 8-K filed on June 26, 2019, and incorporated by reference herein.

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

In connection with the Merger and pursuant to the terms of the Merger Agreement, Valley increased the size of its Board of Directors (the “Board”) at the Effective Time from 12 members to 13 members and appointed Kevin J. Lynch, formerly the Chairman of the Oritani Board of Directors, to the Board.

 

Item 8.01Other Events.

 

On December 2, 2019, Valley issued a press release announcing the completion of the Merger. A copy of the press release is incorporated herein by reference as Exhibit 99.1.

 

Item 9.01Financial Statements and Exhibits.

 

(a)Financial Statements of Business Acquired.

 

Historical financial statements of Oritani will be filed by amendment to this Current Report on form 8-K (this “Report”) no later than 71 days following the date that this Report is required to be filed.

 

   
  

 

(b)       Pro Forma Financial Information.

 

Pro forma financial information will be filed by amendment to this Report no later than 71 days following the date that this Report is required to be filed.

 

(d)       Exhibits

 

2.1Agreement and Plan of Merger, dated as of June 25, 2019, between Valley National Bancorp and Oritani Financial Corp. (attached as Exhibit 2.1 to Valley National Bancorp’s Current Report on Form 8-K filed on June 26, 2019, and incorporated herein by reference).

 

99.1Press Release, dated December 2, 2019.

 

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

 

   
  

 

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:  December 2, 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 COMPLETES

ITS MERGER OF ORITANI FINANCIAL CORP

 

 

New York, N.Y. – Monday, December 2, 2019 - Valley National Bancorp (NASDAQ:VLY) (“Valley”) announced that its merger with Oritani Financial Corp. (“Oritani”) (NASDAQ: ORIT) was completed effective December 1, 2019.

 

Valley will issue approximately 72 million shares of common stock in the transaction. The common shareholders of Oritani will receive 1.60 shares of Valley common stock for each Oritani share that they own.

 

Effective December 1, 2019, Oritani’s wholly-owned subsidiary, Oritani Bank, was merged into and under the name Valley National Bank. As of September 30, 2019, Oritani had approximately $4.0 billion in assets, $3.4 billion in net loans, $2.9 billion in deposits and a branch network of 26 locations. The acquisition represents a significant addition to Valley's New Jersey franchise, and will meaningfully enhance its presence in the Bergen County market. Full systems integration is expected to be completed near the end of the first quarter of 2020.

 

Ira Robbins, CEO of Valley said, “The completion of this transaction unites two strong institutions, giving us a more significant presence in existing markets. Additionally, this combination provides Valley with substantial capital for future organic growth across all aspects of the business. We are very excited to welcome Oritani customers and employees into the Valley family.”

 

In connection with the merger, Oritani Chairman, Kevin Lynch, has joined the Board of Directors of Valley.

 

 

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 many convenient branch locations 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.

 

 

 

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

 

 

 

 

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