ASTORIA FINANCIAL CORPORATION (NYSE:AF) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.Entry into a Material Definitive Agreement.

On March6, 2017, Astoria Financial Corporation, a Delaware
corporation (“Astoria”), entered into an Agreement and Plan of
Merger (the “Merger Agreement”) with Sterling Bancorp, a
Delaware corporation (“Sterling”). The Merger Agreement
provides that, upon the terms and subject to the conditions set
forth therein, Astoria will merge with and into Sterling (the
“Merger”), with Sterling surviving the Merger. Immediately
following the Merger, Astoria’s wholly owned bank subsidiary,
Astoria Bank, will merge with and into Sterling’s wholly owned
bank subsidiary, Sterling National Bank (the “Bank Merger”).
Sterling National Bank will be the surviving savings bank in the
Bank Merger. The Merger Agreement was unanimously approved and
adopted by the Board of Directors of each of Astoria and
Sterling.

Subject to the terms and conditions of the Merger Agreement, at
the effective time of the Merger (the “Effective Time”),
Astoria stockholders will have the right to receive 0.875 shares
(the “Exchange Ratio”) of common stock, par value $0.01 per
share, of Sterling (“Sterling Common Stock”) for each share of
common stock, par value $0.01 per share, of Astoria (“Astoria
Common Stock”). Each restricted share of Astoria Common Stock
and each restricted stock unit of Astoria Common Stock will fully
vest and be converted automatically at the Effective Time into
the right to receive 0.875 shares of Sterling Common Stock. Each
share of preferred stock, par value $1.00 per share of Astoria
with a liquidation preference of $1,000 per share issued and
outstanding immediately prior to the Effective Time will be
automatically converted into the right to receive one share of
preferred stock of Sterling, which will be designated as
Non-Cumulative Perpetual Preferred Stock, SeriesA, par value
$1.00 per share, with a liquidation preference of $1,000 per
share. In connection with the Merger, Sterling will seek
shareholder approval to amend its certificate of incorporation to
increase its authorized shares of common stock from 190million to
[310]million.

The Merger Agreement provides that, among other things, the
boards of directors of Sterling and Sterling National Bank
following the Effective Time will each be increased in size by
four, and Sterling will appoint four current members of the board
of directors of Astoria to fill the resulting vacancies. The
Merger Agreement also provides that Sterling will invite all
Astoria directors who do not join the Sterling board to serve as
members of Sterling’s Long Island Advisory Board.

The Merger Agreement contains customary representations and
warranties from both Astoria and Sterling, and each party has
agreed to customary covenants, including, among others, covenants
relating to (1)the conduct of Astoria’s and Sterling’s
businesses during the interim period between the execution of the
Merger Agreement and the Effective Time, (2)the obligation of
Sterling to call a meeting of its stockholders to adopt the
Merger Agreement and approve the amendment to its charter, and,
subject to certain exceptions, to recommend that its stockholders
adopt the Merger Agreement and the transactions contemplated
thereby, (3)the obligation of Astoria to call a meeting of its
stockholders to adopt the Merger Agreement, and, subject to
certain exceptions, to recommend that its stockholders adopt the
Merger Agreement and (4)Astoria’s non-solicitation obligations
relating to alternative acquisition proposals. Astoria and
Sterling have agreed to use their reasonable best efforts to
prepare and file all applications, notices, and other documents
to obtain all necessary consents and approvals for consummation
of the transactions contemplated by the Merger Agreement.

The completion of the Merger is subject to customary conditions,
including (1)adoption of the Merger Agreement by Astoria’s
stockholders, (2)adoption of the Merger Agreement and approval of
the charter amendment by Sterling’s stockholders,
(3)authorization for listing on the New York Stock Exchange of
the shares of Sterling Common Stock to be issued in the Merger,
(4)the receipt of required regulatory approvals, including the
approval of the Board of Governors of the Federal Reserve System
and the Office of the Comptroller of the Currency,
(5)effectiveness of the registration statement on FormS-4 for the
Sterling Common Stock to be issued in the Merger, and (6)the
absence of any order, injunction or other legal restraint
preventing the completion of the Merger or making the

completion of the Merger illegal. Each party’s obligation to
complete the Merger is also subject to certain additional
customary conditions, including (a)subject to certain exceptions,
the accuracy of the representations and warranties of the other
party, (b)performance in all material respects by the other party
of its obligations under the Merger Agreement and (c)receipt by
such party of an opinion from its counsel to the effect that the
Merger will qualify as a reorganization within the meaning of
Section368(a) of the Internal Revenue Code of1986, as amended.

The Merger Agreement provides certain termination rights for both
Astoria and Sterling and further provides that a termination fee
of $75,700,000 will be payable by either Astoria or Sterling, as
applicable, upon termination of the Merger Agreement under
certain circumstances.

The foregoing description of 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, which is
attached hereto as Exhibit2.1 and is incorporated herein by
reference. The representations, warranties and covenants of each
party set forth in the Merger Agreement have been made only for
purposes of, and were and are solely for the benefit of the
parties to, the Merger Agreement, may be subject to limitations
agreed upon by the contracting parties, including being qualified
by confidential disclosures made for the purposes of allocating
contractual risk between the parties to the Merger Agreement
instead of establishing these matters as facts, and may be
subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors.
Accordingly, the representations and warranties may not describe
the actual state of affairs at the date they were made or at any
other time, and investors should not rely on them as statements
of fact. In addition, such representations and warranties (1)will
not survive consummation of the Merger, unless otherwise
specified therein, and (2)were made only as of the date of the
Merger Agreement or such other date as is specified in the Merger
Agreement. Moreover, information concerning the subject matter of
the representations and warranties may change after the date of
the Merger Agreement, which subsequent information may or may not
be fully reflected in the parties’ public disclosures.
Accordingly, the Merger Agreement is included with this filing
only to provide investors with information regarding the terms of
the Merger Agreement, and not to provide investors with any other
factual information regarding Astoria or Sterling, their
respective affiliates or their respective businesses. The Merger
Agreement should not be read alone, but should instead be read in
conjunction with the other information regarding Astoria,
Sterling, their respective affiliates or their respective
businesses, the Merger Agreement and the Merger that will be
contained in, or incorporated by reference into, the Registration
Statement on FormS-4 that will include a Joint Proxy Statement of
Astoria and Sterling and a prospectus of Sterling, as well as in
the Forms10-K, Forms10-Q and other filings that each of Astoria
and Sterling make with the Securities and Exchange Commission
(“SEC”).

Cautionary Statements Regarding Forward-Looking
Information

The information presented below may contain certain
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of1995. These statements
include, but are not limited to, the expected completion date,
financial benefits and other effects of the proposed merger of
Astoria and Sterling. Forward-looking statements can be
identified by the use of the words “anticipate,” “expect,”
“intend,” “estimate,” “target” and words of similar import.
Forward-looking statements are not historical facts but instead
express only management’s beliefs regarding future results or
events, many of which, by their nature, are inherently uncertain
and outside of the management’s control. It is possible that
actual results and outcomes may differ, possibly materially, from
the anticipated results or outcomes indicated in these
forward-looking statements. Factors that may cause such a
difference include, but are not limited to, the reaction to the
transaction of the companies’ customers, employees and
counterparties; customer disintermediation; inflation; expected
synergies, cost savings and other financial benefits of the
proposed transaction might not be realized within the expected
timeframes or might be less than projected; the requisite Astoria
and Sterling stockholder approvals for the proposed

transaction might not be obtained; the requisite regulatory
approvals for the proposed transaction might not be obtained
within the expected time frame or at all; credit and interest
rate risks associated Astoria’s and Sterling’s respective
businesses, customer borrowing, repayment, investment and deposit
practices, and general economic conditions, either nationally or
in the market areas in which Astoria and Sterling operate or
anticipate doing business, are less favorable than expected; new
regulatory or legal requirements or obligations; and other risks
and important factors that could affect Astoria’s and
Sterling’s future results are identified in their Annual Report
on Form10-K for the year ended December31, 2016 and other reports
filed with the Securities and Exchange Commission (“SEC”).
Forward-looking statements are made only as of the date of this
presentation, and neither Astoria nor Sterling undertakes any
obligation to update any forward-looking statements contained in
this presentation to reflect events or conditions after the date
hereof, except as required by law.

Important Additional Information.

This communication is being made in respect of the proposed
merger transaction involving Sterling and Astoria. Sterling
intends to filea registration statement on FormS-4 with the SEC,
which will include a joint proxy statement of Astoria and
Sterling and a prospectus of Sterling, and each party will file
other documents regarding the proposed transaction with the SEC.
A definitive joint proxy statement/prospectus will also be sent
to the Astoria and Sterling stockholders seeking any required
stockholder approvals. Before making any voting or
investment decision, investors and security holders of Astoria
and Sterling are urged to carefully read the entire registration
statement and joint proxy statement/prospectus, when they become
available, as well as any amendments or supplements to these
documents, because they will contain important information about
the proposed transaction. The documents filed by Astoria
and Sterling with the SEC may be obtained free of charge at the
SEC’s website at www.sec.gov. In addition, the documents filed
by Astoria may be obtained free of charge at Astoria’s website
at http://ir.astoriabank.com/ and the documents filed by Sterling
may be obtained free of charge at Sterling’s website at
http://www.sterlingbancorp.com/. Alternatively, these documents,
when available, can be obtained free of charge from Astoria upon
written request to Astoria Financial Corporation, Attn: Investor
Relations, One Astoria Bank Plaza, Lake Success, New York 11042
or by calling (516)327-3000 or from Sterling upon written request
to Sterling Bancorp, Attn: Investor Relations, 400 Rella
Boulevard, Montebello, New York 10901-4243 or by calling
(203)972-8350.

Astoria, Sterling, their directors, executive officers and
certain other persons may be deemed to be participants in the
solicitation of proxies from Astoria’s and Sterling’s
stockholders in favor of the approval of the merger. Information
about the directors and executive officers of Astoria and their
ownership of Astoria Common Stock is set forth in the proxy
statement for Astoria’s 2016 annual meeting of stockholders, as
previously filed with the SEC on November10, 2016. Information
about the directors and executive officers of Sterling and their
ownership of Sterling Common Stock is set forth in the proxy
statement for Sterling’s 2016 annual meeting of stockholders, as
previously filed with the SEC on April14, 2016. Stockholders may
obtain additional information regarding the interests of such
participants by reading the registration statement and the proxy
statement/prospectus when they become available.

Item9.01Financial Statements and
Exhibits

The following Exhibits are attached as part of this report:

2.1

Agreement and Plan of Merger by and between Astoria Financial
Corporation and Sterling Bancorp, dated March6, 2017.*

*

The schedules have been omitted to Item601(b)(2) of
RegulationS-K and will be provided to the Securities and
Exchange Commission upon request.

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.

Date: March9, 2017

EXHIBIT INDEX

*

The schedules have been omitted to Item601(b)(2) of
RegulationS-K and will be provided to the Securities and
Exchange Commission upon request.

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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.

ASTORIA FINANCIAL CORPORATION (NYSE:AF) Recent Trading Information

ASTORIA FINANCIAL CORPORATION (NYSE:AF) closed its last trading session up +0.01 at 21.32 with 3,576,943 shares trading hands.