8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 31, 2020

PROVIDENT FINANCIAL SERVICES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-31566	42-1547151
(State or Other Jurisdiction<br> <br>of Incorporation)	(Commission<br> <br>File No.)	(I.R.S. Employer<br> <br>Identification No.)
239 Washington Street, Jersey City, New Jersey	07302
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(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: 732-590-9200

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>symbol(s)	Name of each exchange<br> <br>on which registered
Common stock, par value $0.01 per share	PFS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.01	Completion of Acquisition or Disposition of Assets.

On July 31, 2020, Provident Financial Services, Inc. (“Provident Financial”) completed its previously announced acquisition of SB One Bancorp, a New Jersey corporation (“SB One”), pursuant to the Agreement and Plan of Merger, dated as of March 11, 2020 (the “Merger Agreement”), by and between Provident Financial and SB One. Under the terms of the Merger Agreement, SB One merged with and into Provident Financial (the “Merger”), with Provident Financial being the surviving corporation of the Merger. Immediately following the Merger, SB One Bank, a New Jersey-chartered commercial bank and wholly-owned subsidiary of SB One, merged with and into Provident Bank, a New Jersey-chartered savings bank and wholly-owned subsidiary of Provident Financial, with Provident Bank being the surviving bank.

Under the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), holders of SB One common stock (other than shares owned by Provident Financial or SB One) became entitled to receive, for each share of SB One common stock issued and outstanding immediately prior to the Effective Time, 1.357 shares of Provident Financial common stock, par value $0.01 per share.

At the Effective Time, each SB One stock option that was outstanding and unexercised was cancelled and converted automatically into the right to receive an amount of cash equal to the product of (i) the excess of (A) the product of (x) the 1.357 exchange ratio and (y) $14.14 (which represents the average of the closing sales price of a share of Provident Financial common stock for the ten consecutive trading days ending on the fifth trading day preceding the closing date), over (B) the exercise price of such SB One stock option, and (ii) the number of shares of SB One common stock subject to said SB One stock option.

Each share of SB One restricted stock outstanding immediately prior to the Effective Time became fully vested and was converted at the Effective Time into the right to receive 1.357 shares of Provident Financial common stock for each share of SB One restricted stock.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this report and is incorporated herein by reference.

Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective upon the consummation of the Merger, and pursuant to the terms of the Merger Agreement, Anthony Labozzetta, the former director, Chief Executive Officer and President of SB One, was appointed as a director and as President and Chief Operating Officer of Provident Financial and Provident Bank. Mr. Labozzetta, age 57, served as the President and Chief Executive Officer of SB One and SB One Bank since August 2010.

As previously described in the proxy statement/prospectus contained in the Registration Statement on Form S-4 (File No. 237842) filed by Provident Financial with the Securities and Exchange Commission on April 24, 2020, as amended on May 5, 2020 (as so amended, the “Proxy Statement/Prospectus On March 11, 2020, Provident Financial entered into the following agreements with Mr. Labozzetta: (1) an employment agreement (the “Provident Employment Agreement”); (2) a side-letter agreement (the “Provident Side-Letter Agreement”) to which Provident Bank is also a party; and (3) a change in control agreement (the “Provident Change in Control Agreement”). In addition, Provident Financial, Provident Bank, SB One and SB One Bank are parties to a Settlement Agreement that was also entered into with Mr. Labozzetta on March 11, 2020. The Provident Employment Agreement, the Provident Side-Letter Agreement, the Provident Change in Control Agreement and the Settlement Agreement (together, the “Provident Agreements”) became effective immediately upon the consummation of the Merger. For a description of Mr. Labozzetta’s employment agreement and additional information about the arrangements and transactions with respect to Mr. Labozzetta, see the section in the Proxy Statement/Prospectus entitled “The Merger—Interests of Certain Persons in the Merger that are Different from Yours.” Such description is incorporated by reference into this Current Report on Form 8-K.

Additionally, effective upon the consummation of the Merger, in connection with the Merger and pursuant to the terms of the Merger Agreement, the Boards of Directors of Provident Financial and Provident Bank expanded the size of their Boards of Directors to appoint three former SB One directors: Anthony Labozzetta, Edward J. Leppert and Robert McNerney (the “New Directors”).

Mr. Leppert has been appointed to the Audit Committee and Mr. McNerney has been appointed to the Risk Committee.

Mr. Leppert is a certified public accountant and founder of Leppert Group LLC, and has been in public practice since 1986. On January 1, 2012, he was elected Chairman of the Board of both SB One and SB One Bank. He previously served as Vice Chairman of the SB One board of directors and also served as the Chairman of the Audit, Executive, and Nominating and Corporate Governance Committees of the SB One board of directors.

Mr. McNerney has been the owner of a real estate company, McNerney & Associates, Inc., since 1981. McNerney & Associates, Inc. provides appraisal, management, brokerage and development services throughout northern New Jersey and New York. He is a licensed appraiser and real estate broker in New Jersey and New York and holds a MAI and SRA designation from the Appraisal Institute. He holds a CRE designation from the Counselors of Real Estate, which is awarded to individuals nominated by their peers who possess extensive experience in the commercial real estate business.

Other than the Merger Agreement, and in the case of Mr. Labozzetta, his Provident Agreements, there are no arrangements between the New Directors and any other persons pursuant to which any of the New Directors was selected as a director. There are no transactions, or proposed transactions, to which Provident Financial is or was to be party and in which any New Director has a direct or indirect material interest that are required to be disclosed under Item 404(a) of Regulation S-K.

Compensation arrangements for the New Directors (other than Mr. Labozzetta) will be consistent with the previously disclosed standard arrangements for non-employee directors as described in Provident Financial’s proxy statement for its 2020 annual meeting of shareholders filed on March 13, 2020, which disclosure is incorporated herein by reference.

Item 8.01	Other Events.

On August 3, 2020, Provident Financial issued a press release announcing the completion of the Merger. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

Item 9.01.	Financial Statements and Exhibits
(a)		Financial statements of businesses acquired.<br> <br><br> <br>The financial statements required to be filed under this Item 9.01(a) shall be filed by an amendment to this Form 8-K not later than 71 days after the date this Current Report on Form 8-K is required to be filed.
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(b)		Pro forma financial information.<br> <br><br> <br>The pro forma financial information required to be filed under this Item 9.01(b) shall be filed by an amendment to this Form 8-K not later than 71 days after the date this Current Report on Form 8-K is required to be filed.
(c)		Shell company transactions: None.
(d)		Exhibits.
	2.1	Agreement and Plan of Merger, dated March 11, 2020, by and between Provident Financial Services, Inc. and SB One Bancorp (incorporated herein by reference to Exhibit 2.1 of the Current Report on Form 8-K, filed by Provident Financial Services, Inc. on March 12, 2020)
	99.1	Press Release Dated August 3, 2020
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant 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.

		PROVIDENT FINANCIAL SERVICES, INC.
DATE: August 3, 2020	By:	/s/ Christopher Martin
		Christopher Martin
		Chairman and Chief Executive Officer

EX-99.1

Exhibit 99.1

Provident Financial Services, Inc. Completes Merger with SB One Bancorp

ISELIN, N.J., August 3, 2020 – Provident Financial Services, Inc. (NYSE: PFS) (“Provident”), the parent company of Provident Bank, announced today that the acquisition of SB One Bancorp (Nasdaq: SBBX) (“SB One”) and its subsidiary, SB One Bank, closed effective July 31, 2020.

Under the terms of the merger agreement, each outstanding share of SB One common stock will be exchanged for 1.357 shares of Provident common stock together with cash in lieu of any fractional shares. The combined organization will have approximately $12 billion in assets and will rank as the 3rd largest bank headquartered in New Jersey. The merger brings together two high-performing companies with complementary geographies and business lines.

“We welcome the customers, employees, and shareholders of SB One to the Provident team. We also welcome Edward Leppert, Robert McNerney and Anthony Labozzetta to our Boards of Directors. I especially look forward to Tony joining our executive management team as President and Chief Operating Officer,” said Christopher Martin, Chairman and CEO of Provident.

Piper Sandler & Co. served as financial advisor and Luse Gorman, PC provided legal counsel to Provident. Keefe, Bruyette & Woods, A Stifel Company, served as financial advisor and Hogan Lovells US LLP served as legal counsel to SB One.

AboutProvident Financial Services, Inc.

Provident Financial Services, Inc. (NYSE: PFS), is the holding company for Provident Bank, a community-oriented bank offering “commitment you can count on” since 1839. Provident Bank provides a comprehensive array of financial products and services through its network of branches throughout northern and central New Jersey, as well as Bucks, Lehigh and Northampton counties in Pennsylvania and Queens County in New York. The Bank also provides fiduciary and wealth management services through its wholly owned subsidiary, Beacon Trust Company and full service insurance agency and brokerage services through its wholly owned subsidiary, SB One Insurance Agency, Inc. The Provident Bank Foundation has supported all of its markets and communities with assistance with housing, education, health and home care for over 15 years. For more information about Provident, please visit www.provident.bank.

Forward Looking Statements

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about (i) the benefits of the merger between Provident and SB One, including anticipated future results, cost savings and accretion to reported earnings that may be realized from the merger; (ii) Provident and SB One’s plans, objectives, expectations and intentions and other statements contained in this presentation that are not historical facts; and (iii) other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” or words of similar meaning. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. The following factors, among others, could cause actual results to differ materially from the anticipated results expressed in the forward-looking statements: the cost savings from the merger may not be fully realized or may take longer than expected to be realized; operating costs, customer loss and business disruption following the merger may be greater than expected; the interest rate environment may further compress margins and adversely affect net interest income; the risks associated with continued diversification of assets and adverse changes to credit quality; and difficulties associated with achieving expected future financial results.

In addition, the COVID-19 pandemic has had an adverse impact on Provident and is expected to continue to have an adverse impact on the combined company and its customers and the communities we serve. Given its ongoing and dynamic nature, it is difficult to predict the full impact of the COVID-19 outbreak on the combined company’s businesses. The extent of such impact will depend on future developments, which are highly uncertain, including when the coronavirus can be controlled and abated and whether the economy will fully open and remain open. As the result of the COVID-19 pandemic and the related adverse local and national economic consequences, the combined business could be subject to any of the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations: the demand for our products and services may decline, making it difficult to grow assets and income; if the economy is unable to substantially reopen or remain open, and high levels of unemployment continue for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income; collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase; their allowances for loan losses may increase if borrowers experience financial difficulties, which will adversely affect net income; the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to each company; as the result of the decline in the Federal Reserve Board’s target federal funds rate to near 0%, the yield on assets may decline to a greater extent than the decline in the cost of interest-bearing liabilities, reducing net interest margin and spread and reducing net income; wealth management revenues may decline with market turmoil; Provident may face the risk of a goodwill write-down due to stock price decline; and our cyber security risks have increased as the result of an increase in the number of employees working remotely.

These and other factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Provident’s reports (such as the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission (the “SEC”) and available at the SEC’s Internet website (www.sec.gov). All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to Provident or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, Provident does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statement is made.

For further information, contact:

Provident Investor Relations

732-590-9300

investorrelations@provident.bank