Sterling Bancorp (NYSE:STL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
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Entry into a Material Definitive Agreement. |
On March 6, 2017, Sterling Bancorp, a Delaware corporation
(Sterling), entered into an Agreement and Plan of Merger (the
Merger Agreement) with Astoria Financial Corporation, a Delaware
corporation (Astoria). 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 as the surviving corporation in the Merger. Immediately
following the Merger, Astorias wholly-owned subsidiary, Astoria
Bank, will merge with and into Sterlings wholly-owned subsidiary,
Sterling National Bank (the Bank Merger). Sterling National Bank
will be the surviving bank in the Bank Merger. The Merger
Agreement was unanimously approved and adopted by the Board of
Directors of each of Sterling and Astoria.
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, Series A, 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 also provides that, among other things, the
Boards of Directors of Sterling and Sterling National Bank
following the Effective Time will appoint four current members of
the Board of Directors of Astoria to the Sterling and Sterling
National Bank Boards of Directors. The Merger Agreement also
provides that Sterling will invite the Astoria directors who will
not join the Sterling Board of Directors to serve as a member of
the board of Sterlings Long Island Advisory Board.
The Merger Agreement contains customary representations and
warranties from both Sterling and Astoria, and each party has
agreed to customary covenants, including, among others, covenants
relating to (1)the conduct of Astorias and Sterlings 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)Astorias non-solicitation obligations
relating to alternative acquisition proposals. Sterling and
Astoria 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 Astorias
stockholders, (2)adoption of the Merger Agreement, approval of
the issuance of shares of Sterling Common Stock and approval of
the charter amendment by Sterlings 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 Form S-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
partys obligation to complete the Merger is also subject to
certain additional customary conditions, including (1)subject to
certain exceptions, the accuracy of the representations and
warranties of the other party, (2)performance in all material
respects by the other party of its obligations under the Merger
Agreement and (3)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 of 1986, as amended.
The Merger Agreement provides certain termination rights for both
Sterling and Astoria and further provides that a termination fee
of $75,700,000 will be payable by either Sterling or Astoria, 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 Exhibit 2.1 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 Sterling or Astoria, 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 Sterling,
Astoria, 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 Form S-4 that will include a Joint Proxy Statement
of Sterling and Astoria and a prospectus of Sterling, as well as
in the Forms 10-K, Forms 10-Q, and other filings that each of
Sterling and Astoria 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 of 1995.These statements
include, but are not limited to, the expected completion date,
financial benefits and other effects of the proposed merger of
Sterling and Astoria Financial.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
managements beliefs regarding future results or events, many of
which, by their nature, are inherently uncertain and outside of
the managements 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 stockholder and regulatory
approvals for the proposed transaction might not be obtained;
credit and interest rate risks associated with Astorias and
Sterlings 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 Astorias and Sterlings future results
are identified in their Annual Report on Form 10-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.
Important Additional Information.
This communication is being made in respect of the proposed
merger transaction involving Sterling and Astoria. Sterling
intends to file a registration statement on Form S-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
Sterling and Astoria with the SEC may be obtained free of charge
at the SECs website at www.sec.gov. In addition, the documents
filed by Sterling may be obtained free of charge at Sterlings
website at http://sterlingbancorp.com/ and the documents filed by
Astoria may be obtained free of charge at Astorias website at
http://ir.astoriabank.com/. Alternatively, these documents, when
available, can be obtained free of charge from Sterling upon
written request to Sterling Bancorp, Attn: Corporate Secretary,
400 Rella Boulevard, Montebello, New York 10901 or by calling
(845) 369-8040 or from Astoria upon written request to Astoria
Financial Corporation, Attn: Monte N. Redman, President, One
Astoria Bank Plaza, Lake Success, New York 11042 or by calling
(516) 327-3000.
Sterling, Astoria, their directors, executive officers and
certain other persons may be deemed to be participants in the
solicitation of proxies from Sterlings and Astorias stockholders
in favor of the approval of the merger. Information about the
directors and executive officers of Sterling and their ownership
of Sterling common stock is set forth in the proxy statement for
Sterlings 2016 annual meeting of stockholders, as previously
filed with the SEC on April 14, 2016. Information about the
directors and executive officers of Astoria and their ownership
of Astoria common stock is set forth in the proxy statement for
Astorias 2016 annual meeting of stockholders, as previously filed
with the SEC on November 10, 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.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
The following Exhibits are attached as part of this report:
| 2.1 |
Agreement and Plan of Merger by and between Sterling Bancorp and Astoria Financial Corporation, dated March6, 2017.* |
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*The schedules have been omitted to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request. |
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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. Sterling Bancorp (NYSE:STL) Recent Trading Information
Sterling Bancorp (NYSE:STL) closed its last trading session up +0.20 at 24.90 with 2,731,876 shares trading hands.