VALLEY NATIONAL BANCORP (NYSE:VLY) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01
Completion of Acquisition or Disposition of Assets.
On January 1, 2018 (the “Effective Time”), Valley National Bancorp (“Valley”) completed its previously announced merger (the “Merger”) with USAmeriBancorp, Inc. (“USAB”) to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 26, 2017, between Valley and USAB. At the Effective Time of the Merger, USAB merged with and into Valley, with Valley as the surviving corporation in the Merger.
to the terms of the Merger Agreement, each share of common stock of USAB was converted into 6.100 shares of Valley common stock with cash to be paid in lieu of fractional shares. Each outstanding share of Valley common stock remained outstanding and was unaffected by the Merger.
Immediately following the Merger, USAmeriBank, a Florida state-chartered commercial bank and wholly-owned subsidiary of USAB, merged with and into Valley National Bank, a national banking association and wholly-owned subsidiary of Valley, with Valley 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 full text of the Merger Agreement, attached as Exhibit 2.1 to Valley’s Current Report on Form 8-K filed on July 28, 2017, and incorporated by reference herein.
|
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In connection with the Merger and to the terms of the Merger Agreement, Valley increased the size of its Board of Directors (the “Board”) at the Effective Time from 13 members to 14 members and appointed Jennifer W. Steans, formerly the Chairperson of the board of directors of USAB, to the Board.
On January 2, 2018, Valley issued a press release announcing the completion of the Merger. A copy of the press release is incorporated herein by reference as Exhibit 99.1.
VALLEY NATIONAL BANCORP ExhibitEX-99.1 2 usabmergercompletionpr.htm EXHIBIT 99.1 Exhibit Exhibit 99.1 News ReleaseFOR IMMEDIATE RELEASEContact:Alan D. Eskow Senior Executive Vice President and Chief Financial Officer 973-305-4003 VALLEY NATIONAL BANCORP COMPLETES ITS MERGER OF USAMERIBANCORP,…To view the full exhibit click here
About VALLEY NATIONAL BANCORP (NYSE:VLY)
Valley National Bancorp is the bank holding company for Valley National Bank (the Bank). The Bank provides a range of commercial, retail, insurance and wealth management financial services products. The Company’s segments include Consumer Lending; Commercial Lending; Investment Management, and Corporate and Other Adjustments. The consumer lending segment includes its residential mortgages, home equity loans and automobile loans. The commercial lending segment primarily includes floating rate and adjustable rate commercial and industrial loans, as well as fixed rate owner occupied and commercial real estate loans. The investment management segment includes the Company’s investments in various types of securities, its federal funds sold and interest-bearing deposits with banks (primarily the Federal Reserve Bank of New York). The Bank has over 230 branches serving northern and central New Jersey, the New York City boroughs of Manhattan, Brooklyn, Queens and Long Island, and Florida.
