Sterling Bancorp (NYSE:STL) Files An 8-K Other Events

Item 8.01

On May 30, 2017, Sterling Bancorp (Sterling or
the Company), the parent company of Sterling
National Bank (the Bank), announced that on May
25, 2017 the Office of the Comptroller of the Currency (the
OCC) issued to the Bank a community reinvestment
act (CRA) performance evaluation for the review
period from January 1, 2014 to January 21, 2017 in which the OCC
reaffirmed the Banks satisfactory CRA rating. The OCC also
specifically noted that the Bank has fully resolved the CRA data
issues previously referenced by the OCC in December 2016 in a
confidential supervisory letter, which was inadvertently publicly
released by the Federal Reserve on May 12, 2017. The Company
remains confident that it has no obstacles to obtaining prompt
regulatory approval for its pending merger with Astoria Financial
Corporation (Astoria) and that it will be able
to close the transaction in the fourth quarter of this year as
previously announced. A copy of the press release is attached
hereto as Exhibit 99.1.

Cautionary Statement Regarding Forward-Looking
Statements

Some of the statements contained in this report are forward
looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 giving Sterlings expectations or
predictions of future financial or business performance or
conditions. Forward-looking statements are typically identified
by words such as believe, expect, anticipate, intend, target,
estimate, continue, positions, prospects or potential, by future
conditional verbs such as will, would, should, could or may, or
by variations of such words or by similar expressions. Such
forward-looking statements include, but are not limited to,
statements about the benefits of the business combination
transaction involving Astoria and Sterling, including future
financial and operating results, the combined companys plans,
objectives, expectations and intentions and other statements that
are not historical facts. These forward-looking statements are
subject to numerous assumptions, risks, and uncertainties which
change over time. In addition to factors previously disclosed in
Sterlings and Astorias reports filed with the SEC, the following
factors, among others, could cause actual results to differ
materially from forward-looking statements: ability to obtain
regulatory approvals and meet other closing conditions to the
Merger, including approval by Astoria stockholders, on the
expected terms and schedule; delay in closing the Merger;
business disruption following the merger; difficulties and delays
in integrating the Sterling and Astoria businesses or fully
realizing cost savings and other benefits; Sterlings potential
exposure to unknown or contingent liabilities of Astoria; the
challenges of integrating, retaining, and hiring key personnel;
failure to attract new customers and retain existing customers in
the manner anticipated and other consequences associated with
mergers, acquisitions and divestitures; the outcome of pending or
threatened litigation, or of matters before regulatory agencies,
whether currently existing or commencing in the future, including
litigation related to the merger; any interruption or breach of
security resulting in failures or disruptions in customer account
management, general ledger, deposit, loan, or other systems;
changes in Sterlings stock price before closing, including as a
result of the financial performance of Astoria prior to closing;
operational issues stemming from, and/or capital spending
necessitated by, the potential need to adapt to industry changes
in information technology systems, on which Sterling and Astoria
are highly dependent; changes in legislation, regulation,
policies, or administrative practices and the ability to comply
with such changes in a timely manner; changes in the monetary and
fiscal policies of the U.S. Government, including policies of the
U.S. Department of the Treasury and the Federal Reserve Board;
changes in interest rates, which may affect Sterlings or Astorias
net income, prepayment penalty income, mortgage banking income,
and other future cash flows, or the market value of Sterlings or
Astorias assets, including its investment securities; changes in
accounting principles, policies, practices, or guidelines;
changes in Sterlings credit ratings or in Sterlings ability to
access the capital markets; natural disasters, war, or terrorist
activities; and other economic, competitive, governmental,
regulatory, technological, and geopolitical factors affecting
Sterlings or Astorias operations, pricing, and service.

For any forward-looking statements made in this report, Sterling
claims the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform
Act of 1995. You are cautioned not to place undue reliance on
these statements, which speak only as of the date of this report.
Sterling does not undertake to update forward-looking statements
to reflect facts, circumstances, assumptions or events that occur
after the date the forward-looking statements are made. All
subsequent written and oral forward-looking statements concerning
the Merger or other matters addressed in this report and
attributable to Sterling, Astoria or any person acting on their
behalf are expressly qualified in their entirety by the
cautionary statements contained or referred to in this report.

Important Additional Information

Investors and stockholders are urged to carefully review and
consider each of Sterlings and Astorias public filings with the
SEC, including but not limited to their Annual Reports on Form
10-K, their proxy statements, their Current Reports on Form 8-K
and their Quarterly Reports on Form 10-Q. The documents filed by
Sterling with the SEC may be obtained free of charge at Sterlings
website at www.sterlingbancorp.com or at the SECs website
at www.sec.gov. These documents may also be obtained free
of charge from Sterling by requesting them in writing to Sterling
Bancorp, 400 Rella Boulevard, Montebello, New York 10901,
Attention: Investor Relations, or by telephone at (845) 369-8040.

The documents filed by Astoria with the SEC may be obtained free
of charge at Astorias website at www.astoriabank.com or at
the SECs website at www.sec.gov. These documents may also
be obtained free of charge from Astoria by requesting them in
writing to Astoria, c/o Astoria Bank, One Astoria Bank Plaza,
Lake Success, New York 11042, Attention: Investor Relations, or
by telephone at (516) 327-7877.

This communication is being made in respect of the Merger. This
communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities. In connection
with the Merger, Sterling has filed with the SEC and the SEC has
declared effective, a registration statement on Form S-4 (File
No. 333-217153) (the Form S-4) which includes
the Proxy Statement/Prospectus, and other documents regarding the
Merger. Before making any voting or investment decision,
investors and stockholders of Sterling and Astoria are urged to
carefully read the entire Form S-4 and the Proxy
Statement/Prospectus, as well as any amendments or supplements to
these documents and any other relevant documents filed with the
SEC, because they contain important information about the Merger,
Sterling and Astoria. Investors and stockholders can obtain the
Form S-4 and the Proxy Statement/Prospectus free of charge from
the SECs website or from Sterling or Astoria by writing to the
addresses provided for each company set forth in the paragraphs
above.

Sterling, Astoria, their directors, executive officers and
certain other persons may be deemed participants in the
solicitation of proxies from Astoria stockholders in connection
with the proposed Merger. Information about the directors and
executive officers of Sterling and their ownership of Sterling
common stock and the directors and executive officers of Astoria
and their ownership of Astoria common stock is set forth in the
Proxy Statement/Prospectus. Free copies of the Proxy
Statement/Prospectus may be obtained as described in the
paragraphs above.

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 down -0.15 at 21.65 with 792,944 shares trading hands.