UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement
On July 29, 2024, Valley National Bancorp (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Valley National Bank, and Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, UBS Securities LLC, Wells Fargo Securities, LLC and Keefe, Bruyette & Woods, Inc., as representatives of the underwriters listed on Schedule A thereto (the “Underwriters”), to issue and sell to the Underwriters 6,000,000 shares (or 6,900,000 if the Underwriters exercise their overallotment option in full) of 8.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C, no par value per share, with a liquidation preference of $25.00 per share (the “Series C Preferred Stock”) of the Company in a public offering pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-278527) and a related prospectus, including the related preliminary and final prospectus supplements, filed with the Securities and Exchange Commission. The shares of Series C Preferred Stock were sold at a price to the public of $25.00 per share. The Company also granted the Underwriters a 30-day option to purchase up to 900,000 additional shares of Series C Preferred Stock at the public offering price, less underwriting discounts and commissions. The net proceeds to the Company from the offering, assuming no exercise by the Underwriters of their option to purchase additional shares, are expected to be approximately $144.7 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The offering is expected to close on or about August 5, 2024, subject to the satisfaction of customary closing conditions.
The Underwriting Agreement includes customary representations, warranties and covenants by the Company. The Company also agreed to indemnify the underwriters against certain liabilities under the Securities Act of 1933, as amended.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated July 29, 2024, by and among the Company, Valley National Bank, and Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, UBS Securities LLC, Wells Fargo Securities, LLC and Keefe, Bruyette & Woods, Inc., as representatives of the Underwriters listed on Schedule A thereto. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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: July 31, 2024 | VALLEY NATIONAL BANCORP | |||||
| By: | /s/ Gary G. Michael | |||||
| Gary G. Michael | ||||||
| Executive Vice President, General | ||||||
| Counsel & Corporate Secretary | ||||||
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