| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On July 31, 2020, Provident Financial Services, Inc. (“Provident Financial”) completed its previously announced acquisition of SB One Bancorp, a New Jersey corporation (“SB One”), pursuant to the Agreement and Plan of Merger, dated as of March 11, 2020 (the “Merger Agreement”), by and between Provident Financial and SB One. Under the terms of the Merger Agreement, SB One merged with and into Provident Financial (the “Merger”), with Provident Financial being the surviving corporation of the Merger. Immediately following the Merger, SB One Bank, a New Jersey-chartered commercial bank and wholly-owned subsidiary of SB One, merged with and into Provident Bank, a New Jersey-chartered savings bank and wholly-owned subsidiary of Provident Financial, with Provident Bank being the surviving bank.
Under the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), holders of SB One common stock (other than shares owned by Provident Financial or SB One) became entitled to receive, for each share of SB One common stock issued and outstanding immediately prior to the Effective Time, 1.357 shares of Provident Financial common stock, par value $0.01 per share.
At the Effective Time, each SB One stock option that was outstanding and unexercised was cancelled and converted automatically into the right to receive an amount of cash equal to the product of (i) the excess of (A) the product of (x) the 1.357 exchange ratio and (y) $14.14 (which represents the average of the closing sales price of a share of Provident Financial common stock for the ten consecutive trading days ending on the fifth trading day preceding the closing date), over (B) the exercise price of such SB One stock option, and (ii) the number of shares of SB One common stock subject to said SB One stock option.
Each share of SB One restricted stock outstanding immediately prior to the Effective Time became fully vested and was converted at the Effective Time into the right to receive 1.357 shares of Provident Financial common stock for each share of SB One restricted stock.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this report and is incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective upon the consummation of the Merger, and pursuant to the terms of the Merger Agreement, Anthony Labozzetta, the former director, Chief Executive Officer and President of SB One, was appointed as a director and as President and Chief Operating Officer of Provident Financial and Provident Bank. Mr. Labozzetta, age 57, served as the President and Chief Executive Officer of SB One and SB One Bank since August 2010.
As previously described in the proxy statement/prospectus contained in the Registration Statement on Form S-4 (File No. 237842) filed by Provident Financial with the Securities and Exchange Commission on April 24, 2020, as amended on May 5, 2020 (as so amended, the “Proxy Statement/Prospectus On March 11, 2020, Provident Financial entered into the following agreements with Mr. Labozzetta: (1) an employment agreement (the “Provident Employment Agreement”); (2) a side-letter agreement (the “Provident Side-Letter Agreement”) to which Provident Bank is also a party; and (3) a change in control agreement (the “Provident Change in Control Agreement”). In addition, Provident Financial, Provident Bank, SB One and SB One Bank are parties to a Settlement Agreement that was also entered into with Mr. Labozzetta on March 11, 2020. The Provident Employment Agreement, the Provident Side-Letter Agreement, the Provident Change in Control Agreement and the Settlement Agreement (together, the “Provident Agreements”) became effective immediately upon the consummation of the Merger. For a description of Mr. Labozzetta’s employment agreement and additional information about the arrangements and transactions with respect to Mr. Labozzetta, see the section in the Proxy Statement/Prospectus entitled “The Merger—Interests of Certain Persons in the Merger that are Different from Yours.” Such description is incorporated by reference into this Current Report on Form 8-K.
