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 November 7, 2024, Valley National Bancorp (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Valley National Bank and J.P. Morgan Securities LLC, as representative of the underwriters listed on Schedule A thereto (the “Underwriters”), pursuant to which the Company issued and sold to the Underwriters an aggregate of 49,197,860 shares (including 6,417,112 shares issued pursuant to the exercise in full of the Underwriters’ option to purchase additional shares) of the Company’s common stock, no par value per share (the “Common Stock”), in a public offering (the “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 dated November 7, 2024, filed with the Securities and Exchange Commission. The shares of Common Stock were sold at a price to the public of $9.35 per share. The net proceeds to the Company from the offering are expected to be approximately $448.9 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Offering is expected to close on or about November 12, 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. The legal opinion relating to the shares of Common Stock issued in the Offering is attached hereto as Exhibit 5.1.
| Item 8.01 | Other Events. |
On November 7, 2024, the Company issued a press release announcing the launch of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
On November 7, 2024, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated November 7, 2024, by and among the Company, Valley National Bank, and J.P. Morgan Securities LLC as representative of the Underwriters listed on Schedule A thereto. | |
| 5.1 | Opinion of Gary G. Michael regarding the legality of the Common Stock. | |
| 23.1 | Consent of Gary G. Michael (included in Exhibit 5.1 filed herewith). | |
| 99.1 | Press release announcing the launch of the Offering, dated November 7, 2024. | |
| 99.2 | Press release announcing the pricing of the Offering, dated November 7, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: November 12, 2024 | VALLEY NATIONAL BANCORP | |||||
| By: | /s/ Gary G. Michael | |||||
| Gary G. Michael | ||||||
| Executive Vice President, General | ||||||
| Counsel & Corporate Secretary | ||||||
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