Valley National Bancorp Announces Pricing of Subordinated Notes
September 15 2022 - 5:10PM
Valley National Bancorp (NASDAQ:VLY) (“Valley”) announced today
that it priced $150 million of its 6.25% Fixed-to-Floating Rate
Notes due 2032 (the “Notes”). Interest on the Notes will accrue at
a rate equal to (i) 6.25% per annum from the original issue date
to, but excluding, September 30, 2027, payable semiannually in
arrears, and (ii) a floating rate per annum equal to a benchmark
rate, which is expected to be Three-Month Term SOFR (as defined in
the Notes), plus a spread of 278 basis points from, and including,
September 30, 2027, payable quarterly in arrears. The Notes are
intended to qualify as Tier 2 capital for regulatory purposes.
Valley intends to use an amount equal to the net
proceeds from this offering to finance or re-finance, in part or in
full, new and/or existing social and/or green assets, as set forth
in its Sustainable Financing Framework. The offering is expected to
close on September 20, 2022, subject to customary closing
conditions.
Piper Sandler & Co. and Morgan Stanley &
Co. LLC are acting as joint book-running managers for the Notes
offering, with R. Seelaus & Co., LLC acting as co-manager.
The offering of the Notes is being made pursuant
to an effective shelf registration statement (File No. 333-254696)
(including base prospectus), a preliminary prospectus supplement
filed with the Securities and Exchange Commission (the “SEC”) on
September 15, 2022, and a final prospectus supplement to be filed
with the SEC. 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 Notes 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.
Copies of the preliminary prospectus supplement
and accompanying base prospectus relating to the Notes offering can
be obtained without charge by visiting the SEC’s website at
www.sec.gov, or may be obtained by emailing Piper Sandler & Co.
at fsg-dcm@psc.com or by calling Morgan Stanley & Co. LLC toll
free at 866-718-1649.
About Valley
As the principal subsidiary of Valley National
Bancorp, Valley National Bank is a regional bank with approximately
$54 billion in assets. Valley is committed to giving people and
businesses the power to succeed. Valley operates many convenient
branch locations and commercial banking offices across New Jersey,
New York, Florida, Alabama, California and Illinois, and is
committed to providing the most convenient service, the latest
innovations and an experienced and knowledgeable team dedicated to
meeting customer needs. Helping communities grow and prosper is the
heart of Valley’s corporate citizenship philosophy.
Forward-Looking Statements
The foregoing contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements are not historical facts and
include expressions about management’s confidence and strategies
and management’s expectations about opportunities, market
conditions and economic expectations. These statements may be
identified by such forward-looking terminology as “intend,”
“should,” “expect,” “believe,” “view,” “opportunity,” “allow,”
“continues,” “reflects,” “would,” “could,” “typically,” “usually,”
“anticipate,” “may,” “estimate,” “outlook,” “project,” or similar
statements or variations of such terms. Such forward-looking
statements involve certain risks and uncertainties, and actual
results may differ materially from such forward-looking statements.
Factors that may cause actual results to differ materially from
those contemplated by such forward-looking statements include, but
are not limited to:
- the inability to
realize expected cost savings and synergies from the Bank Leumi
Le-Israel Corporation (“Bank Leumi USA”) acquisition in the amounts
or timeframe anticipated;
- greater than
expected costs or difficulties relating to Bank Leumi USA
integration matters;
- the inability to
retain customers and qualified employees of Bank Leumi USA;
- greater than
expected non-recurring charges related to the Bank Leumi USA
acquisition;
- the continued
impact of COVID-19 on the U.S. and global economies, including
business disruptions, reductions in employment, supply chain
interruptions, inflation, Federal Reserve actions impacting the
level of market interest rates and an increase in business
failures, specifically among Valley’s clients;
- the continued
impact of COVID-19 on Valley’s employees and Valley’s ability to
provide services to its customers and respond to their needs as
more cases and new variants of COVID-19 may arise in Valley’s
primary markets;
- continued
deterioration in general business and economic conditions or
turbulence in domestic or global financial markets;
- the impact of
forbearances or deferrals Valley is required or agree to as a
result of customer requests and/or government actions, including,
but not limited to Valley’s potential inability to recover fully
deferred payments from the borrower or the collateral;
- the risks
related to the discontinuation of the London Interbank Offered Rate
and other reference rates, including increased expenses and
litigation and the effectiveness of hedging strategies;
- damage verdicts
or settlements or restrictions related to existing or potential
class action litigation or individual litigation arising from
claims of violations of laws or regulations, contractual claims,
breach of fiduciary responsibility, negligence, fraud,
environmental laws, patent or trademark infringement, employment
related claims, and other matters;
- a prolonged
downturn in the economy, mainly in New Jersey, New York, Florida,
Alabama, California and Illinois, as well as an unexpected decline
in commercial real estate values within Valley’s market areas;
- higher or lower
than expected income tax expense or tax rates, including increases
or decreases resulting from changes in uncertain tax position
liabilities, tax laws, regulations and case law;
- the inability to
grow customer deposits to keep pace with loan growth;
- a material
change in Valley’s allowance for credit losses under CECL due to
forecasted economic conditions and/or unexpected credit
deterioration in its loan and investment portfolios;
- the need to
supplement debt or equity capital to maintain or exceed internal
capital thresholds;
- greater than
expected technology related costs due to, among other factors,
prolonged or failed implementations, additional project staffing
and obsolescence caused by continuous and rapid market
innovations;
- the loss of or
decrease in lower-cost funding sources within Valley’s deposit
base, including inability to achieve deposit retention targets
under Valley’s branch transformation strategy;
- cyber-attacks,
ransomware attacks, computer viruses or other malware that may
breach the security of Valley’s websites or other systems to obtain
unauthorized access to confidential information, destroy data,
disable or degrade service, or sabotage the systems;
- results of
examinations by the Office of the Comptroller of the Currency
(“OCC”), the Federal Reserve Bank (“FRB”), the Consumer Financial
Protection Bureau (“CFPB”) and other regulatory authorities,
including the possibility that any such regulatory authority may,
among other things, require Valley to increase its allowance for
credit losses, write-down assets, reimburse customers, change the
way Valley does business, or limit or eliminate certain other
banking activities;
- inability or
determination not to pay dividends at current levels, or at all,
because of inadequate earnings, regulatory restrictions or
limitations, changes in Valley’s capital requirements or a decision
to increase capital by retaining more earnings;
- unanticipated
loan delinquencies, loss of collateral, decreased service revenues,
and other potential negative effects on Valley’s business caused by
severe weather, the COVID-19 pandemic or other external events;
and
- 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.
A detailed discussion of factors that could affect results is
included in Valley’s SEC filings, including the “Risk Factors”
sections of the Annual Report on Form 10-K for the year ended
December 31, 2021.
Valley undertakes no duty to update any
forward-looking statement to conform the statement to actual
results or changes in expectations. Although Valley believes that
the expectations reflected in the forward-looking statements are
reasonable, there can be no guarantee as to future results, levels
of activity, performance or achievements.
Contact:Valley National
BancorpMichael HagedornSenior
Executive Vice President and Chief Financial
Officer973-872-4885
Valley National Bancorp (NASDAQ:VLY)
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