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

Item 8.01

On May 15, 2017, Sterling Bancorp (Sterling or
the Company), the parent company of Sterling
National Bank (the Bank), announced that on May
12, 2017 the Federal Reserve inadvertently made public
confidential supervisory information relating to findings by the
Office of the Comptroller of the Currency (the
OCC) from nearly five months ago regarding the
Banks 2014-2016 community reinvestment act (CRA)
data and overall CRA data compliance management. The Bank has
worked hard to address the OCCs findings and believes it has done
so. As a result of the legal constraints relating to disclosure
of confidential supervisory information, the Company and the Bank
are working closely with their regulators to craft a more
detailed public response. 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 up +0.03 at 22.58 with 729,037 shares trading hands.