VALLEY NATIONAL BANCORP (NYSE:VLY) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

On July27, 2017, Valley National Bancorp (the “Company”) commenced a public offering of fixed-to-floating rate non-cumulative perpetual preferred stock.

Preferred Stock

The Company agreed to sell 4,000,000 shares of its Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B (the “Series B Preferred Stock”), no par value per share, with a liquidation preference of $25 per share. The Company also granted the underwriters an option to purchase up to 600,000 additional shares of Series B Preferred Stock to cover overallotments. Dividends on the Series B Preferred Stock will accrue and be payable quarterly in arrears, at a fixed rate per annum equal to 5.50% from the original issue date to, but excluding, September30, 2022, and thereafter at a floating rate per annum equal to three-month LIBOR plus a spread of 3.578%. The Series B Preferred Stock is offered to the Prospectus Supplement dated July27, 2017 to the Prospectus dated March20, 2015, filed as part of the Registration Statement on Form S-3ASR (File No.333-202916) that became effective when filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), on March20, 2015. The Company estimates that the net proceeds from the offering and sale of Series B Preferred Stock will be approximately $98million.

Underwriting Agreement

On July27, 2017, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Keefe, Bruyette& Woods, Inc., as representative of the underwriters named therein, with respect to the offer and sale of 4,000,000 shares of Series B Preferred Stock (or 4,600,000 if the underwriters exercise their overallotment option in full). The Underwriting Agreement includes customary representations, warranties and covenants by the Company. The Company also agreed to indemnify the underwriters against certain liabilities under the Securities Act. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.

Item 1.01 Material Modifications to Rights of Security Holders

On July31, 2017, the Company filed a Certificate of Designations (the “Certificate of Designations”) with the New Jersey Department of Treasury, establishing the rights, preferences, privileges, qualifications, restrictions and limitations of a new series of the Series B Preferred Stock.

The Series B Preferred Stock ranks (i)senior to the Company’s common stock and any class or series of the Company’s capital stock that may be issued in the future that is not expressly stated to be on parity with or senior to the Series B Preferred Stock with respect to the payment of dividends or the distribution of assets on any liquidation, dissolution or winding up of the Company, (ii)on parity with the Company’s Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A and any class or series of the Company’s capital stock that may be issued in the future that is expressly stated to be on parity with the Series B Preferred Stock with respect to the payment of dividends or the distribution of assets on any liquidation, dissolution or winding up of the Company and (iii)junior to any class or series of the Company’s capital stock that may be issued in the future that is expressly stated to be senior to the Series B Preferred Stock with respect to the payment of dividends or the distribution of assets on any liquidation, dissolution or winding up of the Company.

Under the terms of the Series B Preferred Stock, the ability of the Company to pay dividends on, make distributions with respect to, or to redeem, purchase or acquire the Company’s common stock or any other stock ranking junior to or on parity with the Series B Preferred Stock, is subject to restrictions in the event that the Company has not declared and either paid or set aside a sum sufficient for payment of full dividends on the Series B Preferred Stock for the most recently completed dividend period.

The foregoing description is qualified in its entirety by reference to the Certificate of Designations, which is included as Exhibit 3.1 and incorporated herein by reference.

Item 1.01 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

In connection with the offering of the Series B Preferred Stock, the Company filed the Certificate of Designations with the New Jersey Department of Treasury amending the Company’s Restated Certificate of Incorporation, on July31, 2017, which became effective upon filing. The Certificate of Designations creates Series B Preferred Stock out of the authorized and unissued shares of preferred stock of the Company, and establishes the terms of the Series B Preferred Stock, fixes the authorized number of such shares at 4,600,000 and provides for certain other powers, rights and preferences. The foregoing description is qualified in its entirety by reference to the Certificate of Designations, which is included as Exhibit 3.1 and incorporated herein by reference.

Item 1.01 Other Events

On July27, 2017, the Company issued a press release on the subject of the pricing of the public offering of the Series B Preferred Stock. A copy of such press release is furnished herewith as Exhibit 99.1.

Item 1.01Financial Statements and Exhibits.

Exhibits:

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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VALLEY NATIONAL BANCORP Exhibit
EX-1.1 2 d434605dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 Execution Version Valley National Bancorp (a New Jersey corporation) 4,…
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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.