Current Report Filing (8-k)
February 13 2019 - 8:33AM
Edgar (US Regulatory)
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):
February 13, 2019
VALLEY NATIONAL BANCORP
(Exact Name of Registrant as Specified
in Charter)
New Jersey
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1-11277
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22-2477875
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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1455 Valley Road, Wayne, New Jersey
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07470
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(Address of Principal Executive Offices)
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(Zip Code)
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(973) 305-8800
(Registrant’s telephone number,
including area code)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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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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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 1.01
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Entry into a Material Definitive Agreement
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On February 13, 2019,
Valley National Bank (the “Bank”), a wholly-owned subsidiary of Valley National Bancorp (the “Company”),
entered into an agreement for the purchase and sale of real property (the “Sale Agreement”) with Oak Street Real Estate
Capital Fund IV REIT, LLC, an affiliate of Oak Street Real Estate Capital (“Oak Street”), providing for the sale to
Oak Street of 29 properties owned and operated by the Bank, 28 of which are operated as branches (the “Branches”) and
one of which is operated as a corporate office (collectively, the “Properties”) for an aggregate cash purchase price
of approximately $107 million. Each of the Properties is located in New Jersey.
Under the Sale Agreement,
the Bank has agreed, concurrently with the closing of the sale of the Properties, to enter into triple net lease agreements (the
“Lease Agreements”) with Oak Street pursuant to which the Bank will lease each of the Properties. Subject to the right
of the Bank to terminate certain of the Lease Agreements at the end of the twelfth year, each of the Lease Agreements will have
initial terms of fifteen years. Each Lease Agreement will provide the Bank with five consecutive renewal options of five years
each. The Lease Agreements also will include a 2% annual rent escalation during the initial term and the renewal terms.
The Company expects
the transaction to close in the first or second quarter of 2019 and is subject to Oak Street performing satisfactory due diligence
on the Properties.
The sale-leaseback
transaction is expected to result in a pre-tax gain of approximately $81 million (after transaction related expenses). Aggregate
first year rent expense under the Lease Agreements will be approximately $7.5 million pretax and will be partially offset by the
elimination of the amortization expense on the buildings and the investment of the proceeds.
The foregoing description of the Sale Agreement and the
Lease Agreements is a summary and is qualified in its entirety by the agreements, which are filed as Exhibits 10.1 and 10.2, respectively,
to this Current Report on Form 8-K and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure
The Company issued a press release concurrently
with the signing of the Sale Agreement which is filed as Exhibit 99.1 hereto.
The
press release shall be considered “furnished” but not “filed” for purposes of the Securities Exchange Act
of 1934, as amended.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
The Press Release disclosed in this Item 9.01 as Exhibit 99.1
shall be considered “furnished” but not “filed” for purposes of the Securities Exchange Act of 1934, as
amended.
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: February 13, 2019
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VALLEY NATIONAL BANCORP
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By:
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/s/ Ronald H. Janis
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Ronald H. Janis
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Senior Executive Vice President and General Counsel
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