Sterling Bancorp (NYSE:STL) Files An 8-K Regulation FD Disclosure

Item 7.01

On March 7, 2017, Sterling Bancorp (Sterling) and Astoria
Financial Corporation (Astoria) released a presentation to
investors about the Transaction (as defined below). The
presentation is attached to this Current Report on Form 8-K as
Exhibit 99.1 and is incorporated herein by reference.

The preceding information, as well as Exhibit 99.1 referenced
therein, shall not be deemed filed for purposes of Section 18 of
the Securities and Exchange Act of 1934, as amended (the Exchange
Act), or otherwise subject to the liabilities of that Section, or
incorporated by reference into any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.

On March 7, 2017, Sterling and Astoria issued a joint press
release announcing the execution of an Agreement and Plan of
Merger, dated as of March 6, 2017, by and between Sterling and
Astoria, to which Sterling and Astoria will merge, subject to the
terms and conditions set forth therein (the Transaction). A copy
of the press release is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.

(d) Exhibits.

The following Exhibits are attached as part of this report:

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.

Annualized, pro forma, projected and estimated numbers are used
for illustrative purposes only, are not forecasts and may not
reflect actual results.

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://www.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.

Participants in the Solicitation

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.

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 -0.05 at 25.05 with 609,315 shares trading hands.