Astoria Financial Corporation (NYSE:AF) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01.

On June 8, 2017, Astoria Financial Corporation (the Company)
issued and sold $200 million aggregate principal amount of its
3.500% Senior Notes due 2020 (the Notes). The Notes were sold to
a Purchase Agreement, dated June 5, 2017 (the Purchase
Agreement), between the Company and Sandler ONeill Partners,
L.P., as representative of the several underwriters listed in
Schedule I thereto. The Notes were offered and sold under the
Companys automatic shelf registration statement on Form S-3
(Registration No. 333-204555) filed with the Securities Exchange
Commission on May 29, 2015, and the base prospectus contained
therein, as supplemented by the prospectus supplement dated June
5, 2017. The Company estimates that the net proceeds of the
Offering will be approximately $197,800,000, after deducting
underwriting discounts, commission and estimated transaction
expenses payable by the Company. The Company expects to use the
net proceeds from the Offering to repay its 5.000% Senior Notes
due June 19, 2017 and for general corporate purposes.

The terms of the Notes are governed by an Indenture, dated as of
June 8, 2017 (the Base Indenture), between the Company and
Wilmington Trust, National Association, as trustee (the Trustee),
as supplemented by the First Supplemental Indenture, dated as of
June 8, 2017, between the Company and the Trustee (the First
Supplemental Indenture and, together with the Base Indenture, the
Indenture). The Notes will mature on June8, 2020 and are
redeemable at the option of the Company, in whole or in part, on
or after the 30^th day prior to the maturity date at
50% of the principal amount of the Notes, plus accrued and unpaid
interest thereon to the redemption date. The Notes are unsecured
obligations of the Company, ranking equally with other existing
and future senior unsecured indebtedness of the Company and
ranking senior in right of payment to any existing or future
obligations of the Company that are by their terms expressly
subordinated and junior in right of payment to the Notes. The
Notes are obligations of the Company only and are not obligations
of, and are not guaranteed by, any of the Companys subsidiaries.
There is no sinking fund for the Notes. The Notes are not be
subject to repayment at the option of the holder at any time
prior to maturity.

Each of the following constitutes an event of default under the
Indenture with respect to the Notes: (1)default in the payment of
any installment of interest on the Notes when due and payable,
and such default continues for 30 days; (2)default in the payment
of the principal of, or premium, if any, of the Notes when due
and payable; (3)failure to perform any other covenant or
agreement in the Indenture and such failure continues for 90days
after the Company receives notice of such failure; (4)the
occurrence of certain bankruptcy, insolvency, reorganization or
similar events with respect to the Company or a material
subsidiary. If an event of default occurs, the principal of the
Notes may be accelerated by the Trustee or the holders of the
Notes to the Indenture, and such acceleration will occur
automatically, without any action by the Trustee or the holders,
if the event of default relates to bankruptcy, reorganization or
similar events with respect to the Company.

The Indenture also contains covenants that limit: (i) our ability
to sell or otherwise dispose of equity securities of a material
subsidiary; (ii) our material subsidiarys ability to issue
certain equity securities; (iii) our material subsidiarys ability
to merge or consolidate, or lease, sell, assign or transfer all
or substantially all of its properties and assets; and (iv) our
and our material subsidiarys ability to incur debt secured by the
equity securities of a material subsidiary. These covenants are
subject to a number of important exceptions, qualifications and
limitations set forth in the Indenture.

The foregoing description of the Purchase Agreement, the Base
Indenture and the First Supplemental Indenture does not purport
to be complete and is qualified in its entirety by reference to
the full text of each such document. For a complete description
of the Purchase Agreement, please refer to the Purchase
Agreement, attached as Exhibit1.1 to this Current Report on Form
8-K, and incorporated herein by reference. For a complete
description of the Base Indenture and the First Supplemental
Indenture, please refer to the Base Indenture, attached as
Exhibit 4.1, and to the First Supplemental Indenture, attached as
Exhibit 4.2, to this Current Report on Form8-K, and incorporated
herein by reference. The Form of 3.500% Senior Notes due 2020 is
attached as Exhibit4.3 and incorporated herein by reference.
Arnold Porter Kaye Scholer LLP has opined on the validity of the
Notes. The opinion and consent of Arnold Porter Kaye Scholer LLP
are included as Exhibit5.1 to this Current Report on Form 8-K and
are incorporated herein by reference.

A press release announcing the issuance and sale of the Notes is
attached hereto as Exhibit 99.1.

The information set forth above under Item 1.01 of this Current
Report on Form 8-K is incorporated by reference into this Item
2.03.

About Astoria Financial Corporation (NYSE:AF)

Astoria Financial Corporation is the unitary savings and loan holding company of Astoria Bank and its subsidiaries. The Company’s principal business is the operation of its subsidiary, Astoria Bank, which is a local, community-oriented bank. Astoria Bank’s business is attracting retail deposits from the general public and businesses and investing those deposits, together with funds generated from operations, principal repayments on loans and securities and borrowings, in multi-family and commercial real estate mortgage loans, one- to four- family, or residential, mortgage loans, and mortgage-backed securities. Astoria Bank also invests in consumer and other loans, the United States Government, government agency and government-sponsored enterprise (GSE), securities and other investments. The Company offers negotiable order of withdrawal (NOW) and demand deposit accounts, money market accounts, passbook and statement savings accounts, and certificates of deposit.