Sterling Bancorp (NYSE:STL) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets

On October 2, 2017, Sterling Bancorp (the “Company”) completed its previously announced merger (the “Merger”) with Astoria Financial Corporation (“Astoria”) to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 6, 2017 between Astoria and the Company. At the Effective Time of the Merger (the “Effective Time”), Astoria merged with and into the Company, with the Company as the surviving corporation in the Merger. to the terms of the Merger Agreement, each holder of Astoria’s common stock, par value $0.01 per share (“Astoria Common Stock”), has the right to receive 0.875 of a share of common stock of the Company (the “Merger Consideration”), par value $0.01 per share (the “Company Common Stock”), for each share of Astoria Common Stock held immediately prior to the Effective Time, with cash to be paid in lieu of fractional shares. Each outstanding share of Company Common Stock remained outstanding and was unaffected by the Merger.

Also, at the Effective Time, each outstanding restricted share and restricted stock unit award granted by Astoria fully vested, with any performance-based vesting condition deemed fully satisfied to the extent provided in the applicable award agreement (or achieved at the target level, if more than one level of achievement was contemplated), and was cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of Astoria Common Stock underlying such restricted share or restricted award unit. At the Effective Time, each share of Astoria’s 6.50% Non-Cumulative Perpetual Preferred Stock Series C, par value $1.00 per share, with a liquidation preference of $1,000 per share, issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive one (1) share of the Company’s preferred stock, designated as Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, with a liquidation preference of $1,000 per share (the “Company Preferred Stock”).

Immediately following the Merger, Astoria Bank, a federal savings association and a wholly-owned subsidiary of Astoria, merged with and into Sterling National Bank, a national bank and a wholly-owned subsidiary of the Company, with Sterling 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 Merger Agreement, attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March 9, 2017, and incorporated herein by reference.

Also on October 2, 2017 in connection with the Merger, the Company entered into a Second Supplemental Indenture (the “Second Supplement”) with Wilmington Trust, National Association, as trustee (the “Trustee”), to which the Company assumes the obligations of Astoria under its Indenture (the “Indenture”), and First Supplement to the Indenture (the “First Supplement”), each dated as of June 8, 2017, providing for the issuance of 3.500% senior notes due 2020 (the “Notes”). 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 Company’s 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; and (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 subsidiary’s ability to issue certain equity securities; (iii) our material subsidiary’s 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 subsidiary’s 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 Indenture, the First Supplement and Second Supplement 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 Indenture, the First Supplement and the Second Supplement, please see Exhibits 4.1, 4.2 and 4.3, respectively, attached to this Current Report on Form8-K, and incorporated herein by reference. The Form of Senior Notes due 2020 is attached as Exhibit4.4 and incorporated herein by reference.

As a result of the Merger, the Company registered and issued 5,400,000 depositary shares, with each depositary share representing a 1/40^th interest in the Company Preferred Stock (the “Depositary Shares”). Holders of the Depositary Shares will be entitled to all proportional rights and preferences of the Company Preferred Stock (including dividend, voting, redemption and liquidation rights). Under the terms of the Company Preferred Stock, the ability of the Company to pay dividends on, make distributions with respect to or repurchase, redeem or otherwise acquire shares of its common stock or any preferred stock ranking on parity with or junior to the Company Preferred Stock will be subject to restrictions in the event that the Company does not declare and either pay or set aside a sum sufficient for payment of dividends on the Company Preferred Stock for the immediately preceding dividend period. The terms of the Company Preferred Stock, including such restrictions, are more fully described in the Certificate of Designations (as defined below), a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with the Merger and to the terms of the Merger Agreement, on September 26, 2017, the Company determined to increase the size of its Board of Directors (the “Board”) at the Effective Time from eleven (11) members to fifteen (15) members and appoint four (4) former Astoria directors to the Company’s Board. Upon the recommendation of Astoria, and after reviewing their relevant experiences and background and discussing the same, the Company’s Nominating and Corporate Governance Committee nominated, and the Board, after its own review and discussion approved, the appointment of Ralph Palleschi, Monte N. Redman, Robert Giambrone and Patricia M. Nazemetz to serve on the Board of the Company, effective as of the Effective Time. Each of the four (4) directors will serve until the Company’s 2018 Annual Meeting of Stockholders, subject to his or her prior death, resignation or removal from office as provided by law. Each of the four (4) appointed directors has also been assigned to serve on certain committees of the Board. In particular, Mr. Palleschi has been named as a member of the Board’s Compensation Committee as well as the Nominating and Corporate Governance Committee, Mr. Redman has been assigned to the Enterprise Risk Committee, Mr. Giambrone has been assigned to the Audit Committee and the Enterprise Risk Committee and Ms. Nazemetz has been assigned to the Compensation Committee. Each of Messrs. Palleschi, Redman and Giambrone and Ms. Nazemetz were also elected to the Board of Directors of Sterling National Bank.

In connection with their service, each of the four (4) new Company directors will receive compensation under the Company’s non-employee director compensation package, as described in the section titled “Director Compensation” in the Company’s Definitive Proxy Statement for its 2017 Annual Meeting of Stockholders, filed with the U.S. Securities and Exchange Commission on April 13, 2017. Astoria Bank, which was merged with and into Sterling National Bank as of the Effective Time, has made a residential mortgage loan to Mr. Redman under Astoria Bank’s Employee & Director Mortgage Loan Policy. Mr. Redman’s loan amount outstanding at September 29, 2017 was $264,205.85 and the interest rate payable on such loan is 3.50%.

The announcement of the appointment of the four (4) Astoria directors to the Company’s Board is included in the press release filed as Exhibit99.1 hereto and is incorporated herein by reference.

As a result of the Merger, on September 29, 2017, the Company filed a Certificate of Designations with the Secretary of State of the State of Delaware, establishing the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of the 6.50% Non-Cumulative Perpetual Company Preferred Stock, Series A (the “Certificate of Designations”). The Certificate of Designations became effective upon filing and it amends the Company’s Amended and Restated Certificate of Incorporation.

On October 2, 2017, the Company issued a press release announcing the completion of the Merger and the appointment of four (4) former Astoria directors to the Company’s Board. A copy of the press release is incorporated herein by reference as Exhibit99.1.

Financial statements of the business acquired will be filed by amendment to this Current Report on Form8-K (this “Report”) no later than 71 days following the date that this Report is required to be filed.

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.

STERLING BANCORP Exhibit
EX-3.1 2 v475829_ex3-1.htm EXHIBIT 3.1 Exhibit 3.1   CERTIFICATE OF DESIGNATIONS   OF   6.50% NON-CUMULATIVE PERPETUAL   PREFERRED STOCK,…
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About Sterling Bancorp (NYSE:STL)

Sterling Bancorp is a financial holding company. The Company is a bank holding company that owns the Sterling National Bank (the Bank). The Bank specializes in the delivery of services and solutions to business owners, their families and consumers within the communities it serves. The Bank offers a line of commercial, business, and consumer banking products and services. The Bank is engaged in the origination of commercial loans and commercial mortgage loans. The Company also originates residential mortgage loans and consumer loans. The Bank offers services in the New York Metro Market, which includes Manhattan and Long Island, and the New York Suburban Market, which consists of Rockland, Orange, Sullivan, Ulster, Putnam and Westchester counties in New York and Bergen County in New Jersey. Its deposit products include non-interest bearing demand deposits, interest bearing demand deposits, savings, money market and certificate of deposits.