8-K
VALLEY NATIONAL BANCORP (VLY)
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) December 1, 2021
Valley National Bancorp
(Exact Name of Registrant as Specified in Charter)
| New Jersey | 1-11277 | 22-2477875 | |||||
|---|---|---|---|---|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission File Number) | (I.R.S. Employer<br><br>Identification Number) | One Penn Plaza, | New York, | New York | 10119 | |
| --- | --- | --- | --- | ||||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (973) 305-8800
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) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of exchange on which registered |
|---|---|---|
| Common Stock, no par value | VLY | The Nasdaq Stock Market LLC |
| Non-Cumulative Perpetual Preferred Stock, Series A, no par value | VLYPP | The Nasdaq Stock Market LLC |
| Non-Cumulative Perpetual Preferred Stock, Series B, no par value | VLYPO | The Nasdaq Stock Market LLC |
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 8.01 | Other Events |
|---|
On December 1, 2021 (the “Effective Time”), Valley National Bancorp (“Valley”) completed its previously announced merger (the “Merger”) with The Westchester Bank Holding Corporation (“Westchester”) pursuant to an Agreement and Plan of Merger, dated as of June 29, 2021, between Valley and Westchester. At the Effective Time of the Merger, Westchester merged with and into Valley, with Valley as the surviving corporation in the Merger.
On December 1, 2021, Valley issued a press release announcing the completion of the Merger. A copy of the press release is incorporated herein by reference as Exhibit 99.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| Exhibit No. | Description |
| (d) | Exhibits. |
| 99.1 | Press Release dated December 1, 2021. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
SIGNATURE
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.
| Dated: December 1, 2021 | VALLEY NATIONAL BANCORP | |
|---|---|---|
| By: | /s/ Ronald H. Janis | |
| Ronald H. Janis | ||
| Senior Executive Vice President | ||
| and General Counsel |
Document
Exhibit 99.1
| News Release | ||
|---|---|---|
| FOR IMMEDIATE RELEASE | Contact: | Michael D. Hagedorn |
| --- | --- | --- |
| Senior Executive Vice President and | ||
| Chief Financial Officer | ||
| 973-872-4885 |
VALLEY NATIONAL BANCORP ANNOUNCES THE COMPLETION OF ITS MERGER WITH THE WESTCHESTER BANK HOLDING CORPORATION
New York, N.Y. – Wednesday, December 1, 2021 – Valley National Bancorp (NASDAQ:VLY) (“Valley”) announced that its merger with The Westchester Bank Holding Corporation (“Westchester”) was completed effective December 1, 2021.
Valley will issue approximately 15.7 million shares of common stock in the transaction. The common shareholders of Westchester will receive 229.645 shares of Valley common stock for each Westchester share that they own.
Effective December 1, 2021, Westchester’s wholly-owned subsidiary, The Westchester Bank, was merged into and under the name Valley National Bank. As of September 30, 2021, Westchester had approximately $1.3 billion in assets, $906 million in loans and $1.1 billion in deposits. The acquisition represents a significant addition to Valley's Westchester County, New York franchise. Full systems integration is expected to be completed in the first quarter of 2022.
About Valley
As the principal subsidiary of Valley National Bancorp, Valley National Bank is a regional bank with over $40 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. To learn more about Valley, go to www.valley.com or call our Customer Care Center at 800-522-4100.