VALLEY NATIONAL BANCORP (NYSE:VLY) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement |
On December13, 2016, Valley National Bancorp (the Company) issued
and sold 9,240,000 shares of its common stock, no par value per
share, which included 840,000 shares sold upon the exercise of
the option to purchase additional shares granted to the
underwriter and exercised on December9, 2016 (the Common Shares)
in a registered public offering. The Common Shares were issued
and sold to an underwriting agreement, dated December8, 2016 (the
Underwriting Agreement), between the Company and Keefe, Bruyette
Woods, Inc. (the Underwriter). The Underwriting Agreement
includes customary representations, warranties and covenants by
the Company. The Company also agreed to indemnify the Underwriter
against certain liabilities under the Securities Act of 1933, as
amended (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.
The Company estimates that the net proceeds of the offering,
including the shares sold upon the underwriters exercise of the
option to purchase additional shares and after deducting
estimated offering expenses, will be approximately $106.4
million. The Company intends to use the net proceeds from this
offering for general corporate purposes, including to supplement
the continued growth in the loan portfolio of Valley National
Bank, the Companys commercial bank subsidiary.
The Common Shares were registered under the Securities Act to a
Registration Statement on Form S-3ASR (Registration
No.333-202916), filed on March20, 2015 (the Registration
Statement). The issuance and sale of the Common Shares are
described in the Companys Prospectus dated March20, 2015,
constituting a part of the Registration Statement, as
supplemented by a Prospectus Supplement dated December8, 2016.
| Item8.01 | Other Events |
On December9, 2016, the Company issued a press release on the
subject of the pricing of the public offering of the Common
Shares. A copy of such press release is furnished herewith as
Exhibit 99.1.
| Item9.01 | Financial Statements and Exhibits. |
(a) Exhibits
| 1.1 |
Underwriting Agreement, dated December 8, 2016, by and between the Company and Keefe, Bruyette Woods, Inc. |
|
| 5.1 |
Opinion of Day Pitney LLP regarding the legality of the Common Shares |
|
| 23.1 |
Consent of Day Pitney LLP (included in Exhibit 5.1 filed herewith) |
|
| 99.1 |
Press release on the subject of the pricing of the public offering of the Companys Common Shares |
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. VALLEY NATIONAL BANCORP (NYSE:VLY) Recent Trading Information
VALLEY NATIONAL BANCORP (NYSE:VLY) closed its last trading session down -0.06 at 11.34 with 2,810,286 shares trading hands.
