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Section 1: 8-K/A (8-K/A)

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Amended Pro Formatrue0000714310 0000714310 2019-12-01 2019-12-01 0000714310 exch:XNAS vly:NonCumulativePerpetualPreferredStockSeriesBNoParValueMember 2019-12-01 2019-12-01 0000714310 exch:XNAS vly:CommonStockNoParValueMember 2019-12-01 2019-12-01 0000714310 exch:XNAS vly:NonCumulativePerpetualPreferredStockSeriesANoParValueMember 2019-12-01 2019-12-01


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K/A
(Amendment No. 1)

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)
Registrant’s telephone number, including area code (973) 305-8800

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 Symbols
Name of 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(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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.





Explanatory Note

On December 2, 2019, Valley National Bancorp (“Valley”) filed a Current Report on Form 8-K (the “Original Report”) to report under Item 2.01 thereof that, on December 1, 2019 (the “Effective Time”), Valley completed its previously announced merger (the “Merger”) with Oritani Financial Corp. (“Oritani”) pursuant to an Agreement and Plan of Merger, 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. Immediately following the Merger, Oritani Bank, a New Jersey state-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

In response to Item 9.01(a) and (b) of the Original Report, Valley stated that it would file the required historical financial statements of Oritani and pro forma financial information by amendment. This Amendment No. 1 to Valley’s Current Report on Form 8-K is being filed to provide the required financial statements and pro forma financial information.

Item 9.01
Financial Statements and Exhibits.
(a)
Financial Statements of Business Acquired.

Oritani’s (i) audited consolidated financial statements for the years ended June 30, 2019 and 2018 and (ii) unaudited consolidated financial statements as of and for the three months ended September 30, 2019, as well as the accompanying notes thereto, are filed herewith as Exhibits 99.1 and 99.2 and are incorporated in this Item by reference.

(b)
Pro Forma Financial Information.

The unaudited pro forma combined condensed consolidated balance sheet as of September 30, 2019, giving effect to the Merger as if it occurred on September 30, 2019; the unaudited pro forma combined condensed consolidated statement of income for the nine months ended September 30, 2019, giving effect to the Merger as if it occurred on January 1, 2019; and the unaudited pro forma combined condensed consolidated statement of income for the year ended December 31, 2018, giving effect to the Merger as if it occurred on January 1, 2018, are filed herewith as Exhibit 99.3 and are incorporated in this Item by reference.









Item 9.01
Financial Statements and Exhibits.
Exhibit No.
Description
(d)
Exhibits.
23.1
 
 
99.1
 
 
99.2
 
 
99.3
 
 







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: February 4, 2020
 
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-23.1 (EXHIBIT 23.1)

Exhibit


Exhibit  23.1

Consent of Independent Registered Public Accounting Firm


We consent to the incorporation by reference in Amendment No. 1 to Valley National Bancorp’s Current Report on Form 8-K of our report dated August 28, 2019 on the consolidated financial statements of Oritani Financial Corp. as of June 30, 2019 and 2018 and for the three years in the period ended June 30, 2019 appearing in the Annual Report on Form 10-K of Oritani Financial Corp. for the year ended June 30, 2019. In addition, we consent to the incorporation by reference of said report in the Registration Statements of Valley National Bancorp on Form S-3ASR (File No. 333-223918) and on Form S-8 (File Nos. 333-77673, 333-124215, 333-133430, 333-159050, 333-178867, 333-211060, 333-222345 and 333-235333).




/s/ Crowe LLP
Livingston, New Jersey
February 4, 2020.












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Section 3: EX-99.3 (EXHIBIT 99.3)

Exhibit

PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information is based on the historical financial statements of Valley National Bancorp (“Valley”) and Oritani Financial Corp. (“Oritani”) and has been prepared to illustrate the financial effect of the merger of Oritani with and into Valley. The following unaudited pro forma condensed combined financial information combines the historical consolidated financial position and results of operations of Valley and its subsidiaries and Oritani and its subsidiaries, as an acquisition by Valley of Oritani using the acquisition method of accounting and giving effect to the related pro forma adjustments described in the accompanying notes. Under the acquisition method of accounting, the assets and liabilities of Oritani are recorded by Valley at their respective fair values as of the date the merger is completed. The unaudited pro forma condensed combined balance sheet gives effect to the transaction as if the transaction had occurred on September 30, 2019. The unaudited pro forma condensed combined income statements for the nine months ended September 30, 2019 and year ended December 31, 2018 give effect to the transaction as if the transaction had become effective at the beginning of the periods presented.
These unaudited pro forma condensed combined financial statements reflect the merger of Oritani with and into Valley based upon estimated preliminary acquisition accounting adjustments. Actual adjustments will be made as of the effective date of the merger and, therefore, may differ from those reflected in the unaudited pro forma condensed combined financial information. The fair values are estimates as of the date hereof and actual amounts are still in the process of being finalized. Fair values are subject to refinement for up to one year after the closing date as additional information regarding the closing date fair values becomes available.
The unaudited pro forma condensed combined financial statements included herein are presented for informational purposes only and do not necessarily reflect the financial results of the combined company had the companies actually been combined at the beginning of the period presented. The adjustments included in these unaudited pro forma condensed financial statements are preliminary and may be revised. Estimated merger costs, exclusive of estimated fair value adjustments are excluded from the pro forma financial statements. This information also does not reflect the benefits of the expected cost savings and expense efficiencies, opportunities to earn additional revenue, potential impacts of current market conditions on revenues, or asset dispositions, among other factors, including adoption of the Financial Accounting Standards Board’s current expected credit loss standard, and contains various preliminary estimates and may not necessarily be indicative of the financial position or results of operations that would have occurred if the merger had been consummated on the date or at the beginning of the period indicated or which may be attained in the future.

















VALLEY NATIONAL BANCORP
CONSOLIDATED PRO FORMA STATEMENTS OF FINANCIAL CONDITION (Unaudited)
(in thousands)
 
 
 
 
 
 
 
 
 
September 30, 2019
 
Valley
 
Oritani
 
 
 
 
 
Historical
 
Historical
 
Adjustments1
 
Pro Forma
Assets
 
 
 
 
 
 
 
Cash and Interest bearing deposits with banks
$
498,237

 
$
20,312

 
$

 
$
518,549

Investment securities
3,721,819

 
353,793

 
2,820

2 
4,078,432

Loans held for sale
41,621

 

 

 
41,621

Loans
26,567,159

 
3,449,876

 
(28,010)

3 
29,989,025

Less: Allowance for loan losses
(161,853)

 
(28,608)

 
28,608

3 
(161,853)

 
26,405,306

 
3,421,268

 
598

 
29,827,172

Goodwill
1,084,665

 

 
225,308

4 
1,309,973

Other intangible assets, net
68,150

 

 
20,690

5 
88,840

Other assets
1,945,741

 
194,285

 
9,044

6 
2,149,070

Total Assets
$
33,765,539

 
$
3,989,658

 
$
258,460

 
$
38,013,657

 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
Non-interest bearing
$
6,379,271

 
$
150,707

 
$

 
$
6,529,978

Interest bearing
19,166,851

 
2,785,840

 
9,473

7 
21,962,164

Total deposits
25,546,122

 
2,936,547

 
9,473

 
28,492,142

Borrowings
4,137,681

 
426,563

 
3,686

8 
4,506,300

Other liabilities
529,661

 
97,248

 
2,056

9 
684,595

Total Liabilities
30,207,464

 
3,460,358

 
15,215

 
33,683,037

Shareholders’ Equity
 
 
 
 
 
 
 
Preferred equity
209,691

 

 

 
209,691

Common equity
3,348,384

 
529,300

 
243,245

10 
4,120,929

Total Shareholders’ Equity
3,558,075

 
529,300

 
243,245

 
4,330,620

Total Liabilities and Shareholders’ Equity
$
33,765,539

 
$
3,989,658

 
$
258,460

 
$
38,013,657












VALLEY NATIONAL BANCORP
CONSOLIDATED PRO FORMA STATEMENTS OF INCOME (Unaudited)
(in thousands, except for share data)
 
 
 
 
 
 
 
 
 
For the Nine Months Ended September 30, 2019
 
Valley
 
Oritani
 
 
 
 
 
Historical
 
Historical
 
Adjustments1
 
Pro Forma
 
 
 
 
 
 
 
 
Interest Income
 
 
 
 
 
 
 
Interest and fees on loans
$
883,595

 
$
109,677

 
$
1,050

11 
$
994,322

Interest and dividends on investment securities
89,685

 
8,292

 
(344)

12 
97,633

Other interest income
3,947

 
128

 

 
4,075

Total interest income
977,227

 
118,097

 
706

 
1,096,030

Interest Expense
 
 
 
 
 
 
 
Interest on deposits
231,597

 
34,951

 
(541)

13 
266,007

Interest on borrowings
86,123

 
9,789

 
(2,005)

14 
93,907

Total interest expense
317,720

 
44,740

 
(2,546)

 
359,914

Net Interest Income
659,507

 
73,357

 
3,252

 
736,116

Provision for credit losses
18,800

 

 

 
18,800

Net Interest Income After Provision for Credit Losses
640,707

 
73,357

 
3,252

 
717,316

Non-Interest Income
 
 
 
 
 
 
 
Trust and investment services
9,296

 

 

 
9,296

Insurance commissions
7,922

 

 

 
7,922

Service charges on deposit accounts
17,634

 
1,383

 

 
19,017

Gains on sales of loans, net
13,700

 

 

 
13,700

Other
127,874

 
1,914

 

 
129,788

Total non-interest income
176,426

 
3,297

 

 
179,723

Non-Interest Expense
 
 
 
 
 
 
 
Salary and employee benefits expense
236,559

 
18,399

 

 
254,958

Net occupancy and equipment expense
86,789

 
2,277

 

 
89,066

FDIC insurance assessment
16,150

 
540

 

 
16,690

Amortization of other intangible assets
13,175

 

 
1,606

15 
14,781

Amortization of tax credit investments
16,421

 

 

 
16,421

Other
66,315

 
6,041

 

 
72,356

Total non-interest expense
435,409

 
27,257

 
1,606

 
464,272

Income Before Income Taxes
381,724

 
49,397

 
1,646

 
432,767

Income tax expense
110,035

 
11,736

 
478

16 
122,249

Net Income
$
271,689

 
$
37,661

 
$
1,168

 
$
310,518

Dividends on preferred stock
9,516

 

 

 
9,516

Net Income Available to Common Shareholders
$
262,173

 
$
37,661

 
$
1,168

 
$
300,002

Earnings Per Common Share:
 
 
 
 
 
 
 
Basic
$
0.79

 
$
0.87

 
$
(0.04
)
 
$
0.75

Diluted
$
0.79

 
$
0.86

 
$
(0.04
)
 
$
0.75

Weighted Average Number of Common Shares Outstanding:
 
 
 
 
 
 
 
Basic
331,716,652

 
43,205,552

17 
23,853,864

18 
398,776,067

Diluted
333,039,436

 
43,849,292

17 
24,240,108

18 
401,128,836





VALLEY NATIONAL BANCORP
CONSOLIDATED PRO FORMA STATEMENTS OF INCOME (Unaudited)
(in thousands, except for share data)
 
 
 
 
 
 
 
 
 
For the Year Ended December 31, 2018
 
Valley
 
Oritani
 
 
 
 
 
Historical
 
Historical
 
Adjustments1
 
Pro Forma
 
 
 
 
 
 
 
 
Interest Income
 
 
 
 
 
 
 
Interest and fees on loans
$
1,033,993

 
$
144,360

 
$
469

11 
$
1,178,822

Interest and dividends on investment securities
122,019

 
10,177

 
(185)

12 
132,011

Other interest income
3,236

 

 

 
3,236

Total interest income
1,159,248

 
154,537

 
284

 
1,314,069

Interest Expense
 
 
 
 
 
 
 
Interest on deposits
190,353

 
35,459

 
(721)

13 
225,091

Interest on borrowings
111,692

 
12,082

 
(2,297)

14 
121,477

Total interest expense
302,045

 
47,541

 
(3,018)

 
346,568

Net Interest Income
857,203

 
106,996

 
3,302

 
967,501

Provision for credit losses
32,501

 
(2,000)

 
2,000

 
32,501

Net Interest Income After Provision for Credit Losses
824,702

 
108,996

 
1,302

 
935,000

Non-Interest Income
 
 
 
 
 
 
 
Trust and investment services
12,633

 

 

 
12,633

Insurance commissions
15,213

 

 

 
15,213

Service charges on deposit accounts
26,817

 
1,410

 

 
28,227

Gains on sales of loans, net
20,515

 

 

 
20,515

Other
58,874

 
3,049

 

 
61,923

Total non-interest income
134,052

 
4,459

 

 
138,511

Non-Interest Expense
 
 
 
 
 
 
 
Salary and employee benefits expense
333,816

 
23,252

 

 
357,068

Net occupancy and equipment expense
108,763

 
3,161

 

 
111,924

FDIC insurance assessment
28,266

 
1,185

 

 
29,451

Amortization of other intangible assets
18,416

 

 
2,985

15 
21,401

Amortization of tax credit investments
24,200

 

 

 
24,200

Other
115,600

 
12,558

 

 
128,158

Total non-interest expense
629,061

 
40,156

 
2,985

 
672,202

Income Before Income Taxes
329,693

 
73,299

 
(1,683)

 
401,309

Income tax expense
68,265

 
19,545

 
(478)

16 
87,332

Net Income
261,428

 
53,754

 
(1,205)

 
$
313,977

Dividends on preferred stock
12,688

 

 

 
12,688

Net Income Available to Common Shareholders
$
248,740

 
$
53,754

 
$
(1,205
)
 
$
301,289

Earnings Per Common Share:
 
 
 
 
 
 
 
Basic
$
0.75

 
$
1.21

 
$
0.00

 
$
0.75

Diluted
$
0.75

 
$
1.20

 
$
0.00

 
$
0.75

Weighted Average Number of Common Shares Outstanding:
 
 
 
 
 
 
 
Basic
331,258,964

 
44,251,796

17 
24,388,859

18 
399,899,619

Diluted
332,693,718

 
44,881,417

17 
24,766,632

18 
402,341,766






Notes to Pro Forma Combined Condensed Consolidated Financial Statements (Unaudited)
1.
Estimated merger costs, exclusive of estimated fair value adjustments, of $29.3 million (net of $12.0 million of taxes) are excluded from the pro forma financial statements. It is expected that these costs will be recognized over time. Valley’s cost estimates are forward-looking. The type and amount of actual costs incurred could change, possibly materially, from these estimates if future developments differ from the underlying assumptions used by management in determining the current estimate of these costs. The current estimates of the merger costs, exclusive of estimated fair value adjustments, primarily comprised of anticipated cash charges, are as follows:

(in thousands)
Change in control, severance and retention plan payments
$
22,400

Professional fees*
9,717

Data processing, termination and conversion
9,185

Pre-tax merger costs
41,302

Taxes
11,994

Total merger costs
$
29,308

______
* A portion of professional fees are not tax deductible.

2.
Adjustment to reflect the estimated fair value of acquired investment securities.
3.
Adjustment to reflect acquired loans at their estimated fair value; the allowance for credit losses is therefore reversed.
4.
Adjustment to reflect preliminary estimated goodwill from this business transaction.
5.
Adjustment to reflect core deposit intangibles.
6.
Adjustment to reflect, among other items, approximately $2.8 million to net deferred tax assets due to the business combination, $2.1 million to the right of use asset related to acquired operating lease assets and $5.1 million to reflect acquired property, plant and equipment at their estimated fair value.
7.
Adjustment to reflect the preliminary estimate of fair value on interest-bearing deposits.
8.
Adjustment to reflect the preliminary estimate of fair value on borrowings.
9.
Adjustment to reflect the lease liability related to acquired operating leases.
10.
Adjustment primarily reflects the elimination of Oritani Financial Corp. shareholders’ equity.
    
 
Nine Months Ended
 
Year Ended
September 30, 2019
(in thousands)
 
December 31, 2018
(in thousands)
11.
 
Yield adjustment for interest income on loans
 
$
1,050

 
$
469

12.
 
Yield adjustment for interest income on investment securities
 
(344)

 
(185)

13.
 
Yield adjustment for interest expense on interest bearing deposits
 
(541)

 
(721)

14.
 
Yield adjustment for interest expense on borrowings
 
(2,005)

 
(2,297)


15.
Adjustment reflects the net increase in amortization of other intangible assets from the acquired other intangible assets.
16.
Represents income tax expense on the pro-forma adjustments at the estimated rate of 29.04 percent for the nine months ended September 30, 2019 and 28.38 percent for the year ended December 31, 2018.
17.
Number of basic and diluted common shares outstanding for Oritani is the weighted average share count aligned with Valley’s reporting period.
18.
Adjustment reflects the additional number of basic and diluted common shares issued by Valley which is reduced by the number of common shares related to the termination of Oritani’s Employee Stock Ownership Plan loan balance.

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