Item 1.01. Entry into a Material Definitive Agreement.
Investor Rights Agreement
In connection with the completion of the
The Investor Rights Agreement also provides that, from the Closing until the earlier of (i) the first date on which the number of shares of Valley Common Stock owned by BLITA is less than the Share Ownership Threshold and (ii) BLITA's exercise of its right to terminate the Lock-Up Period (as defined below) if Valley increases the size of the Valley Board to more than 14 directors, at any time at which an individual designated by BLITA is serving as a member of the Valley Board and the Bank Board, BLITA will be entitled to designate one individual to be a nonvoting observer on the Valley Board and the Bank Board. BLITA's observer designees will be required to meet the eligibility criteria described above for director designees.
Under the Investor Rights Agreement, BLITA is restricted from transferring shares of Valley Common Stock issued to it in the Merger ("Locked-Up Shares") (other than specified permitted transfers or transfers pursuant to certain Valley capital raising issuances) for a period of four years following the Closing (the "Lock-Up Period"), with 25% of the Locked-Up Shares being released on each anniversary of the Closing. BLITA will have the right to terminate the Lock-Up Period if Valley increases the size of the Valley Board to more than 14 directors.
Subject to certain exceptions, during such period as BLITA is entitled to designate a director to the Valley Board, (i) with respect to certain specified matters, BLITA will vote its shares of Valley Common Stock in accordance with the recommendation of the Valley Board and (ii) BLITA will be subject to certain standstill restrictions.
The Investor Rights Agreement further provides that BLITA is entitled to certain customary demand registration, shelf takedown and piggyback registration rights with respect to its registrable securities (as provided in the Investor Rights Agreement), subject to customary limitations (including with respect to minimum offering size and maximum number of demands and underwritten shelf takedowns within certain periods).
The Investor Rights Agreement also entitles BLITA to certain preemptive rights
with respect to certain issuances by Valley of Valley Common Stock, and contains
additional covenants of the parties, including with respect to cooperation
regarding regulatory matters, mutual employee non-solicitation restrictions and
restrictions with respect to BLITA engaging in certain activities of the
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The foregoing description of the Investor Rights Agreement is qualified in its entirety by reference to the full text of the Investor Rights Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the "Introductory Note" above is incorporated by reference into this Item 2.01 of this Current Report.
Item 3.02. Unregistered Sales of
The information set forth in the "Introductory Note" above is incorporated by reference into this Item 3.02 of this Current Report.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In accordance with the terms of the Merger Agreement and the Investor Rights
Agreement, as of the Effective Time, the size of the Valley Board was increased
by two (2) directors to consist of a total of 13 directors, with BLITA's
director designees,
In addition, in accordance with the terms of the Merger Agreement and the
Investor Rights Agreement, effective as of the Effective Time, (i)
Other than the Merger Agreement and the Investor Rights Agreement, there are no arrangements between the New Directors and any other person pursuant to which the New Directors were selected as directors.
Non-employee members of the Valley Board will be compensated for such service as
described in the proxy statement filed by Valley in connection with its 2021
annual meeting of stockholders on
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Item 8.01 Other Events
On
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The financial information required by this Item 9.01(a) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed.
(b) Pro forma financial information.
The pro forma financial information required by this Item 9.01(b) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed.
(d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofSeptember 22, 2021 , by and amongBank Leumi le-Israel Corporation,Valley National Bancorp and Volcano Merger Sub Corporation (incorporated by reference to Exhibit 2.1 toValley National Bancorp's Form 8-K, filed with theCommission onSeptember 27, 2021 ). 10.1 Investor Rights Agreement, dated as ofApril 1, 2022 , by and betweenValley National Bancorp and Bank Leumi Le-Israel B.M. 99.1 Press Release, datedApril 1, 2022 . 104 Cover Page Interactive Data File (formatted as inline XBRL document) 5
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