WAYNE, N.J., July 27, 2017 /PRNewswire/ -- Valley
National Bancorp ("Valley") (NYSE: VLY) today announced that it
priced 4,000,000 shares of its Fixed-to-Floating Rate
Non-Cumulative Perpetual Preferred Stock, Series B (the "Preferred
Stock"). The Preferred Stock will be issued at a public
offering price of $25.00 per share.
Dividends on the 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 September 30, 2022, and thereafter at a floating
rate per annum equal to three-month LIBOR plus a spread of
3.578%.
Valley intends to use the net proceeds from this offering for
general corporate purposes and investments in Valley National Bank
as regulatory capital. The offering is not contingent on the
completion of the recently announced acquisition of USAmeriBancorp,
Inc. ("USAB"), and Valley cannot provide any assurances that the
acquisition will be completed.
The Company intends to apply to list the shares of Preferred
Stock on the New York Stock Exchange. If approved for
listing, trading of the Preferred Stock on the New York Stock
Exchange is expected to commence within 30 days after the shares
are first issued. The offering is expected to close on
August 3, 2017, subject to customary
closing conditions.
Keefe, Bruyette & Woods, A Stifel Company is acting as
book-running manager for the Preferred Stock offering. Hovde
Group, LLC is acting as co-manager for the Preferred Stock
offering.
The Preferred Stock will be issued pursuant to an effective
shelf registration statement (File No. 333-202916) (including base
prospectus), a preliminary prospectus supplement filed with the
Securities and Exchange Commission (the "SEC"), and a final
prospectus supplement to be filed with the SEC.
Copies of the preliminary prospectus supplement and accompanying
base prospectus relating to the Preferred Stock offering can be
obtained without charge by visiting the SEC's website at
www.sec.gov, or may be obtained from: Keefe, Bruyette & Woods,
A Stifel Company, 787 Seventh Ave., 4th Floor,
New York, New York 10019,
Attention: Equity Capital Markets, 1-800-966-1559.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the
Preferred Stock in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. Any offering of the Preferred Stock is being made
only by means of a written prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
About Valley
Valley National Bancorp is a regional bank holding company
headquartered in Wayne, New Jersey
with over $23 billion in assets. Its
principal subsidiary, Valley National Bank, currently operates over
200 branch locations throughout northern and central New Jersey, the New
York City boroughs of Manhattan, Brooklyn and Queens, Long
Island, and Florida. Valley
National Bank is one of the largest commercial banks headquartered
in New Jersey and is committed to
providing the most convenient service, the latest in product
innovations and an experienced and knowledgeable staff with a high
priority on friendly customer. For more information about Valley
National Bank and its products and services, please visit
www.valleynationalbank.com or call our Customer Service Center at
800-522-4100.
Forward Looking Statements
This document contains and incorporates by reference certain
forward-looking statements regarding our financial condition,
results of operations and business. These statements are not
historical facts and include expressions about management's
confidence and strategies and management's expectations about new
and existing programs and products, acquisitions, relationships,
opportunities, taxation, technology, market conditions and economic
expectations.
You may identify these statements by looking for:
- forward-looking terminology, like "should," "expect,"
"believe," "view," "opportunity," "allow," "continues," "reflects,"
"typically," "usually," or "anticipate;"
- expressions of confidence like "strong" or "on-going;" or
- similar statements or variations of those terms.
These forward-looking statements involve certain risks and
uncertainties. Actual results may differ materially from the
results the forward-looking statements contemplate because of,
among others, the following possibilities:
- failure to obtain shareholder or regulatory approval for the
merger of USAB with Valley or to satisfy other conditions to
the merger on the proposed terms and within the proposed
timeframe;
- delays in closing the merger;
- the inability to realize expected cost savings and synergies
from the merger in amounts or in the timeframe anticipated;
- changes in the estimate of non-recurring charges;
- the diversion of management's time on issues relating to the
merger;
- costs or difficulties relating to USAB integration matters
might be greater than expected;
- material adverse changes in Valley's or USAB's operations or
earnings;
- an increase or decrease in the stock price of Valley during the
30 day pricing period prior to the closing of the merger which
could cause an adjustment to the exchange ratio or give either
Valley or USAB the right to terminate the merger agreement under
certain conditions;
- the inability to retain USAB's customers and employees;
- weakness or a decline in the economy, mainly in New Jersey, New
York, Florida and
Alabama, as well as an unexpected
decline in commercial real estate values within our market
areas;
- less than expected cost savings and revenue enhancement from
Valley's cost reduction plans, including its earnings enhancement
program called "LIFT";
- damage verdicts or settlements or restrictions related to
existing or potential litigations arising from claims of breach of
fiduciary responsibility, negligence, fraud, contractual claims,
environmental laws, patent or trade mark infringement, employment
related claims, and other matters;
- the loss of or decrease in lower-cost funding sources within
our deposit base may adversely impact our net interest income and
net income;
- cyber attacks, computer viruses or other malware that may
breach the security of our websites or other systems to obtain
unauthorized access to confidential information, destroy data,
disable or degrade service, or sabotage our systems;
- results of examinations by the OCC, the FRB, the CFPB and other
regulatory authorities, including the possibility that any such
regulatory authority may, among other things, require us to
increase our allowance for credit losses, write-down assets,
require us to reimburse customers, change the way we do business,
or limit or eliminate certain other banking activities;
- changes in accounting policies or accounting standards,
including the new authoritative accounting guidance (known as the
current expected credit loss (CECL) model) which may increase the
required level of our allowance for credit losses after adoption on
January 1, 2020;
- higher or lower than expected income tax expense or tax rates,
including increases or decreases resulting from changes in tax
laws, regulations and case law;
- our inability to pay dividends at current levels, or at all,
because of inadequate future earnings, regulatory restrictions or
limitations, and changes in capital requirements;
- higher than expected loan losses within one or more segments of
our loan portfolio;
- unanticipated loan delinquencies, loss of collateral, decreased
service revenues, and other potential negative effects on our
business caused by severe weather or other external events;
- unexpected significant declines in the loan portfolio due to
the lack of economic expansion, increased competition, large
prepayments, changes in regulatory lending guidance or other
factors; and
- the failure of other financial institutions with whom we have
trading, clearing, counterparty and other financial
relationships.
A detailed discussion of factors that could affect our results
is included in our SEC filings, including the "Risk Factors"
section of our Annual Report on Form 10-K for the year ended
December 31, 2016.
We undertake no duty to update any forward-looking statement to
conform the statement to actual results or changes in our
expectations. Although we believe that the expectations reflected
in the forward-looking statements are reasonable, we cannot
guarantee future results, levels of activity, performance or
achievements.
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SOURCE Valley National Bancorp