Introductory Note.
On April 1, 2022 (“Closing Date”), Valley National Bancorp (“Valley”) filed a Current Report on Form 8-K (the “Original Report”) to report under Item 2.01 thereof that effective as of the Closing Date, Valley completed its previously announced acquisition of Bank Leumi le-Israel Corporation, a New York corporation (“Bank Leumi USA”), pursuant to the Agreement and Plan of Merger, dated as of September 22, 2021 (the “Merger Agreement”), by and among Valley, Bank Leumi USA and Volcano Merger Sub Corporation, a New York corporation and subsidiary of Valley (“Merger Sub”).
Pursuant to the Merger Agreement, on the Closing Date, (i) Merger Sub merged with and into Bank Leumi USA, with Bank Leumi USA continuing as the surviving corporation (the “Merger”), (ii) following the effective time of the Merger, Bank Leumi USA merged with and into Valley, with Valley continuing as the surviving corporation (the “Follow-On Merger”) and (iii) following the effective time of the Follow-On Merger, Bank Leumi USA’s bank subsidiary, a New York state-chartered bank, merged with and into Valley National Bank, a national bank and a wholly owned subsidiary of Valley (“VNB”), with VNB continuing as the surviving bank.
In response to Items 9.01(a) and (b) of the Original Report, Valley stated that it would file the required historical financial statements of Bank Leumi USA and pro forma financial information by amendment. This Amendment No. 1 to the Original Report is being filed to provide the required financial statements and pro forma financial information.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial Statements of Business Acquired. |
Bank Leumi USA’s (i) audited consolidated financial statements as of and for the years ended December 31, 2021 and 2020 and (ii) unaudited consolidated financial statements as of and for the three months ended March 31, 2022, as well as the accompanying notes thereto, are filed herewith as Exhibits 99.1 and 99.2, respectively.
| (b) | Pro Forma Financial Information. |
The unaudited pro forma condensed combined balance sheet as of March 31, 2022, giving effect to the Merger as if it occurred on March 31, 2022, the unaudited pro forma condensed combined statement of income for the three months ended March 31, 2022, giving effect to the Merger as if it occurred on January 1, 2022; and the unaudited pro forma condensed combined statement of income for the year ended December 31, 2021, giving effect to the Merger as if it occurred on January 1, 2021, are filed herewith as Exhibit 99.3.
