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.
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Additionally, effective upon the consummation of the Merger, in connection with
the Merger and pursuant to the terms of the Merger Agreement, the Boards of
Directors of Provident Financial and Provident Bank expanded the size of their
Boards of Directors to appoint three former SB One directors: Anthony
Labozzetta, Edward J. Leppert and Robert McNerney (the "New Directors").
Mr. Leppert has been appointed to the Audit Committee and Mr. McNerney has been
appointed to the Risk Committee.
Mr. Leppert is a certified public accountant and founder of Leppert Group LLC,
and has been in public practice since 1986. On January 1, 2012, he was elected
Chairman of the Board of both SB One and SB One Bank. He previously served as
Vice Chairman of the SB One board of directors and also served as the Chairman
of the Audit, Executive, and Nominating and Corporate Governance Committees of
the SB One board of directors.
Mr. McNerney has been the owner of a real estate company, McNerney & Associates,
Inc., since 1981. McNerney & Associates, Inc. provides appraisal, management,
brokerage and development services throughout northern New Jersey and New York.
He is a licensed appraiser and real estate broker in New Jersey and New York and
holds a MAI and SRA designation from the Appraisal Institute. He holds a CRE
designation from the Counselors of Real Estate, which is awarded to individuals
nominated by their peers who possess extensive experience in the commercial real
estate business.
Other than the Merger Agreement, and in the case of Mr. Labozzetta, his
Provident Agreements, there are no arrangements between the New Directors and
any other persons pursuant to which any of the New Directors was selected as a
director. There are no transactions, or proposed transactions, to which
Provident Financial is or was to be party and in which any New Director has a
direct or indirect material interest that are required to be disclosed under
Item 404(a) of Regulation S-K.
Compensation arrangements for the New Directors (other than Mr. Labozzetta) will
be consistent with the previously disclosed standard arrangements for
non-employee directors as described in Provident Financial's proxy statement for
its 2020 annual meeting of shareholders filed on March 13, 2020, which
disclosure is incorporated herein by reference.
Item 8.01 Other Events.
On August 3, 2020, Provident Financial issued a press release announcing the
completion of the Merger. A copy of the press release is filed as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated by reference into this
Item 8.01.
Item 9.01. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
The financial statements required to be filed under this Item 9.01(a)
shall be filed by an amendment to this Form 8-K not later than 71 days
after the date this Current Report on Form 8-K is required to be filed.
(b) Pro forma financial information.
The pro forma financial information required to be filed under this
Item 9.01(b) shall be filed by an amendment to this Form 8-K not later
than 71 days after the date this Current Report on Form 8-K is required
to be filed.
(c) Shell company transactions: None.
(d) Exhibits.
2.1 Agreement and Plan of Merger, dated March 11, 2020, by and between
Provident Financial Services, Inc. and SB One Bancorp (incorporated
herein by reference to Exhibit 2.1 of the Current Report
on Form 8-K, filed by Provident Financial Services, Inc. on March 12,
2020)
99.1 Press Release Dated August 3, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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