Valley National Bancorp 8-K/A, filed Feb 4, 2020

Valley National Bancorp (VLY)

8-K/A 2020-02-04 For: 2019-12-01

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Added on April 06, 2026

About this 8-K/A

Valley National Bancorp filed this 8-K/A on February 4, 2020, reporting on events of December 1, 2019.

Items reported

Item 9.01: Financial statements and exhibits

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New Jersey	1-11277	22-2477875
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)



One Penn Plaza,	New York,	New York	10119
(Address of Principal Executive Offices)			(Zip Code)



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



Item 9.01	Financial Statements and Exhibits.
Exhibit No.	Description
(d)	Exhibits.
23.1
	Consent of Crowe LLP (filed herewith).
99.1
	Audited consolidated financial statements for the years ended June 30, 2019 and 2018 of Oritani Financial Corp. (incorporated by reference to the Form 10-K filed by Oritani Financial Corp. with the SEC on August 28, 2019, as amended on September 13, 2019). File No. 001-34786.
99.2
	Unaudited consolidated financial statements of Oritani Financial Corp. as of and for the three months ended September 30, 2019, as well as the accompanying notes thereto (incorporated by reference to the Form 10-Q filed by Oritani Financial Corp. with the SEC on November 12, 2019). File No. 001-34786.
99.3
	Unaudited pro forma combined condensed consolidated balance sheet as of September 30, 2019, giving effect to the Merger as if it occurred on September 30, 2019; Unaudited pro forma combined condensed consolidated statement of income for the nine months ended September 30, 2019, giving effect to the Merger as if it occurred on January 1, 2019.; and Unaudited pro forma combined condensed consolidated statement of income for the year ended December 31, 2018, giving effect to the Merger as if it occurred on January 1, 2018 (filed herewith).



Dated: February 4, 2020	VALLEY NATIONAL BANCORP
	By:	/s/ Ronald H. Janis
		Ronald H. Janis
		Senior Executive Vice President and
		General Counsel



☐	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))



VALLEY NATIONAL BANCORP
CONSOLIDATED PRO FORMA STATEMENTS OF FINANCIAL CONDITION (Unaudited)
(in thousands)

	September 30, 2019
	Valley		Oritani
	Historical		Historical		Adjustments¹			Pro Forma
Assets
Cash and Interest bearing deposits with banks	$	498,237	$	20,312	$	—		$	518,549
Investment securities	3,721,819		353,793		2,820		²	4,078,432
Loans held for sale	41,621		—		—			41,621
Loans	26,567,159		3,449,876		(28,010)		³	29,989,025
Less: Allowance for loan losses	(161,853)		(28,608)		28,608		³	(161,853)
	26,405,306		3,421,268		598			29,827,172
Goodwill	1,084,665		—		225,308		⁴	1,309,973
Other intangible assets, net	68,150		—		20,690		⁵	88,840
Other assets	1,945,741		194,285		9,044		⁶	2,149,070
Total Assets	$	33,765,539	$	3,989,658	$	258,460		$	38,013,657

Liabilities
Deposits:
Non-interest bearing	$	6,379,271	$	150,707	$	—		$	6,529,978
Interest bearing	19,166,851		2,785,840		9,473		⁷	21,962,164
Total deposits	25,546,122		2,936,547		9,473			28,492,142
Borrowings	4,137,681		426,563		3,686		⁸	4,506,300
Other liabilities	529,661		97,248		2,056		⁹	684,595
Total Liabilities	30,207,464		3,460,358		15,215			33,683,037
Shareholders’ Equity
Preferred equity	209,691		—		—			209,691
Common equity	3,348,384		529,300		243,245		¹⁰	4,120,929
Total Shareholders’ Equity	3,558,075		529,300		243,245			4,330,620
Total Liabilities and Shareholders’ Equity	$	33,765,539	$	3,989,658	$	258,460		$	38,013,657



VALLEY NATIONAL BANCORP
CONSOLIDATED PRO FORMA STATEMENTS OF INCOME (Unaudited)
(in thousands, except for share data)

	For the Nine Months Ended September 30, 2019
	Valley		Oritani
	Historical		Historical			Adjustments¹				Pro Forma

Interest Income
Interest and fees on loans	$	883,595	$	109,677		$	1,050		¹¹	$	994,322
Interest and dividends on investment securities	89,685		8,292			(344)			¹²	97,633
Other interest income	3,947		128			—				4,075
Total interest income	977,227		118,097			706				1,096,030
Interest Expense
Interest on deposits	231,597		34,951			(541)			¹³	266,007
Interest on borrowings	86,123		9,789			(2,005)			¹⁴	93,907
Total interest expense	317,720		44,740			(2,546)				359,914
Net Interest Income	659,507		73,357			3,252				736,116
Provision for credit losses	18,800		—			—				18,800
Net Interest Income After Provision for Credit Losses	640,707		73,357			3,252				717,316
Non-Interest Income
Trust and investment services	9,296		—			—				9,296
Insurance commissions	7,922		—			—				7,922
Service charges on deposit accounts	17,634		1,383			—				19,017
Gains on sales of loans, net	13,700		—			—				13,700
Other	127,874		1,914			—				129,788
Total non-interest income	176,426		3,297			—				179,723
Non-Interest Expense
Salary and employee benefits expense	236,559		18,399			—				254,958
Net occupancy and equipment expense	86,789		2,277			—				89,066
FDIC insurance assessment	16,150		540			—				16,690
Amortization of other intangible assets	13,175		—			1,606			¹⁵	14,781
Amortization of tax credit investments	16,421		—			—				16,421
Other	66,315		6,041			—				72,356
Total non-interest expense	435,409		27,257			1,606				464,272
Income Before Income Taxes	381,724		49,397			1,646				432,767
Income tax expense	110,035		11,736			478			¹⁶	122,249
Net Income	$	271,689	$	37,661		$	1,168			$	310,518
Dividends on preferred stock	9,516		—			—				9,516
Net Income Available to Common Shareholders	$	262,173	$	37,661		$	1,168			$	300,002
Earnings Per Common Share:
Basic	$	0.79	$	0.87		$	(0.04	)		$	0.75
Diluted	$	0.79	$	0.86		$	(0.04	)		$	0.75
Weighted Average Number of Common Shares Outstanding:
Basic	331,716,652		43,205,552		¹⁷	23,853,864			¹⁸	398,776,067
Diluted	333,039,436		43,849,292		¹⁷	24,240,108			¹⁸	401,128,836



Change in control, severance and retention plan payments	$	22,400
Professional fees*	9,717
Data processing, termination and conversion	9,185
Pre-tax merger costs	41,302
Taxes	11,994
Total merger costs	$	29,308


2.	Adjustment to reflect the estimated fair value of acquired investment securities.


3.	Adjustment to reflect acquired loans at their estimated fair value; the allowance for credit losses is therefore reversed.


4.	Adjustment to reflect preliminary estimated goodwill from this business transaction.


6.	Adjustment to reflect, among other items, approximately $2.8 million to net deferred tax assets due to the business combination, $2.1 million to the right of use asset related to acquired operating lease assets and $5.1 million to reflect acquired property, plant and equipment at their estimated fair value.



(a)	Financial Statements of Business Acquired.


10.	Adjustment primarily reflects the elimination of Oritani Financial Corp. shareholders’ equity.


17.	Number of basic and diluted common shares outstanding for Oritani is the weighted average share count aligned with Valley’s reporting period.


18.	Adjustment reflects the additional number of basic and diluted common shares issued by Valley which is reduced by the number of common shares related to the termination of Oritani’s Employee Stock Ownership Plan loan balance.


7.	Adjustment to reflect the preliminary estimate of fair value on interest-bearing deposits.


9.	Adjustment to reflect the lease liability related to acquired operating leases.



		Nine Months Ended		Year Ended
		September 30, 2019 (in thousands)		December 31, 2018 (in thousands)
11.	Yield adjustment for interest income on loans	$	1,050	$	469
12.	Yield adjustment for interest income on investment securities	(344)		(185)
13.	Yield adjustment for interest expense on interest bearing deposits	(541)		(721)
14.	Yield adjustment for interest expense on borrowings	(2,005)		(2,297)


15.	Adjustment reflects the net increase in amortization of other intangible assets from the acquired other intangible assets.


16.	Represents income tax expense on the pro-forma adjustments at the estimated rate of 29.04 percent for the nine months ended September 30, 2019 and 28.38 percent for the year ended December 31, 2018.