Valley National Bancorp Announces Pricing of Subordinated Notes
May 25 2021 - 6:10PM
Valley National Bancorp (NASDAQ:VLY) (“Valley”) announced today
that it priced $300 million of its 3.00% Fixed-to-Floating Rate
Notes due 2031 (the “Notes”). Interest on the Notes will accrue at
a rate equal to (i) 3.00% per annum from the original issue date
to, but excluding, June 15, 2026, 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 236 basis points from, and including, June 15,
2026, payable quarterly in arrears. The Notes are intended to
qualify as Tier 2 capital for regulatory purposes.
Valley intends to use the net proceeds from the
offering of the Notes for general corporate purposes and
investments in Valley National Bank as regulatory capital. The
offering is expected to close on May 28, 2021, subject to customary
closing conditions.
Piper Sandler & Co. and BofA Securities,
Inc. are acting as joint book-running managers for the Notes
offering.
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”), 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 calling BofA Securities, Inc. toll free at
(800) 294-1322.
About Valley
As the principal subsidiary of Valley National
Bancorp, Valley National Bank is a regional bank with approximately
$41 billion in assets. Valley is committed to giving people and
businesses the power to succeed. Valley operates many convenient
branch locations across New Jersey, New York, Florida and Alabama,
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 “should,”
“expect,” “believe,” “view,” “opportunity,” “allow,” “continues,”
“reflects,” “typically,” “usually,” “anticipate,” or similar
statements or variations of such terms. Such forward-looking
statements involve certain risks and uncertainties. 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 continued impact of COVID-19 on
the U.S. and global economies, including business disruptions,
reductions in employment and an increase in business failures,
specifically among our clients;
- the continued impact of COVID-19 on
our employees and our ability to provide services to our customers
and respond to their needs as more cases of COVID-19 may arise in
our primary markets;
- potential judgments, claims,
damages, penalties, fines and reputational damage resulting from
pending or future litigation and regulatory and government actions,
including as a result of our participation in and execution of
government programs related to the COVID-19 pandemic or as a result
of our action, or failure to implement or effectively implement,
federal, state and local laws, rules or executive orders requiring
that we grant forbearances or not act to collect our loans;
- the impact of forbearances or
deferrals we are required or agree to as a result of customer
requests and/or government actions, including, but not limited to
our 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 and Alabama, as
well as an unexpected decline in commercial real estate values
within our 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 our allowance
for credit losses under CECL due to forecasted economic conditions
and/or unexpected credit deterioration in our 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 our deposit base, including our
inability to achieve deposit retention targets under Valley's
branch transformation strategy;
- 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
Office of the Comptroller of the Currency, the Federal Reserve
Bank, the Consumer Financial Protection Bureau 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, reimburse
customers, change the way we do business, or limit or eliminate
certain other banking activities;
- our inability or determination not
to pay dividends at current levels, or at all, because of
inadequate earnings, regulatory restrictions or limitations,
changes in our 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 our business caused by severe weather, the
COVID-19 pandemic 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” sections of our Annual Report on Form 10-K for the
year ended December 31, 2020.
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.
Contact: Valley
National BancorpMichael
HagedornSenior Executive Vice President and Chief
Financial Officer973-872-4885
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