| Proxy Statement | | |
Prospectus
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| Jack Kopnisky President and Chief Executive Officer Sterling Bancorp |
| | Monte N. Redman President and Chief Executive Officer Astoria Financial Corporation |
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Sterling Bancorp
400 Rella Boulevard Montebello, New York 10901 Attention: Investor Relations (845) 369-8040 |
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Astoria Financial Corporation
One Astoria Bank Plaza Lake Success, New York 11042 Attention: Investor Relations (516) 327-7877 |
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EXPERTS | | | | | 142 |
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| | | | A-1 | |
| | | | B-1 | |
| | | | C-1 | |
| | | | D-1 | |
| | | | E-1 |
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Sterling
Common Stock |
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Astoria
Common Stock |
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Implied Value
of One Share of Astoria Common Stock |
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March 6, 2017
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| | | $ | 25.05 | | | | | $ | 18.48 | | | | | $ | 21.92 | | |
April 28, 2017
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| | | $ | 23.25 | | | | | $ | 20.39 | | | | | $ | 20.34 | | |
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At or for the year
ended December 31, |
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At or for the three months
ended December 31, |
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At or for the fiscal year
ended September 30, |
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2016
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2015
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2014
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2013 – unaudited
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2014
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2013
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2012
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Selected balance sheet data: | | | | | | | | | |||||||||||||||||||||||||||||||||||
End of period balances: | | | | | | | | | |||||||||||||||||||||||||||||||||||
Total securities
|
| | | $ | 3,118,838 | | | | | $ | 2,643,823 | | | | | $ | 1,713,183 | | | | | $ | 1,640,215 | | | | | $ | 1,689,888 | | | | | $ | 1,208,392 | | | | | $ | 1,153,248 | | |
Portfolio loans
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| | | | 9,527,230 | | | | | | 7,859,360 | | | | | | 4,815,641 | | | | | | 4,127,141 | | | | | | 4,760,438 | | | | | | 2,412,898 | | | | | | 2,119,472 | | |
Total assets
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| | | | 14,178,447 | | | | | | 11,955,952 | | | | | | 7,424,822 | | | | | | 6,667,437 | | | | | | 7,337,387 | | | | | | 4,049,172 | | | | | | 4,022,982 | | |
Non-interest bearing deposits
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| | | | 3,239,332 | | | | | | 2,936,980 | | | | | | 1,481,870 | | | | | | 1,575,174 | | | | | | 1,799,685 | | | | | | 943,934 | | | | | | 947,304 | | |
Interest bearing deposits
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| | | | 6,828,927 | | | | | | 5,643,027 | | | | | | 3,730,455 | | | | | | 3,345,390 | | | | | | 3,498,969 | | | | | | 2,018,360 | | | | | | 2,163,847 | | |
Total deposits
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| | | | 10,068,259 | | | | | | 8,580,007 | | | | | | 5,212,325 | | | | | | 4,920,564 | | | | | | 5,298,654 | | | | | | 2,962,294 | | | | | | 3,111,151 | | |
Borrowings
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| | | | 2,056,612 | | | | | | 1,525,344 | | | | | | 1,111,553 | | | | | | 696,270 | | | | | | 939,069 | | | | | | 560,986 | | | | | | 345,176 | | |
Stockholders’ equity
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| | | | 1,855,183 | | | | | | 1,665,073 | | | | | | 975,200 | | | | | | 925,109 | | | | | | 961,138 | | | | | | 482,866 | | | | | | 491,122 | | |
Tangible equity(1)
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| | | | 1,092,230 | | | | | | 917,007 | | | | | | 542,942 | | | | | | 484,572 | | | | | | 526,934 | | | | | | 313,858 | | | | | | 320,711 | | |
Average balances: | | | | | | | | | |||||||||||||||||||||||||||||||||||
Total securities
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| | | $ | 2,878,944 | | | | | $ | 2,156,056 | | | | | $ | 1,721,121 | | | | | $ | 1,581,166 | | | | | $ | 1,692,888 | | | | | $ | 1,123,270 | | | | | $ | 967,514 | | |
Total loans
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| | | | 8,520,367 | | | | | | 6,261,470 | | | | | | 4,756,015 | | | | | | 3,516,129 | | | | | | 4,120,749 | | | | | | 2,216,871 | | | | | | 1,806,136 | | |
Total assets
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| | | | 12,883,226 | | | | | | 9,604,256 | | | | | | 7,340,332 | | | | | | 6,013,816 | | | | | | 6,757,094 | | | | | | 3,815,609 | | | | | | 3,195,299 | | |
Non-interest bearing deposits
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| | | | 3,120,973 | | | | | | 2,332,814 | | | | | | 1,626,341 | | | | | | 1,361,622 | | | | | | 1,580,108 | | | | | | 646,373 | | | | | | 520,265 | | |
Interest bearing deposits
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| | | | 6,519,993 | | | | | | 4,806,521 | | | | | | 3,716,446 | | | | | | 2,990,596 | | | | | | 3,341,822 | | | | | | 2,210,267 | | | | | | 1,845,998 | | |
Total deposits
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| | | | 9,640,966 | | | | | | 7,139,335 | | | | | | 5,342,787 | | | | | | 4,352,218 | | | | | | 4,921,930 | | | | | | 2,856,640 | | | | | | 2,366,263 | | |
Borrowings
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| | | | 1,355,491 | | | | | | 987,522 | | | | | | 902,299 | | | | | | 709,126 | | | | | | 814,409 | | | | | | 446,916 | | | | | | 356,296 | | |
Stockholders’ equity
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| | | | 1,739,073 | | | | | | 1,360,859 | | | | | | 973,089 | | | | | | 780,241 | | | | | | 906,134 | | | | | | 489,412 | | | | | | 447,065 | | |
Tangible equity(1)
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| | | | 976,394 | | | | | | 760,254 | | | | | | 539,693 | | | | | | 611,077 | | | | | | 450,551 | | | | | | 319,048 | | | | | | 281,366 | | |
Selected operating data: | | | | | | | | | |||||||||||||||||||||||||||||||||||
Total interest income
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| | | $ | 461,551 | | | | | $ | 348,141 | | | | | $ | 68,087 | | | | | $ | 52,711 | | | | | $ | 246,906 | | | | | $ | 132,061 | | | | | $ | 115,037 | | |
Total interest expense
|
| | | | 57,282 | | | | | | 36,925 | | | | | | 7,850 | | | | | | 6,835 | | | | | | 28,918 | | | | | | 19,894 | | | | | | 18,573 | | |
Net interest income
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| | | | 404,269 | | | | | | 311,216 | | | | | | 60,237 | | | | | | 45,876 | | | | | | 217,988 | | | | | | 112,167 | | | | | | 96,464 | | |
Provision for loan losses
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| | | | 20,000 | | | | | | 15,700 | | | | | | 3,000 | | | | | | 3,000 | | | | | | 19,100 | | | | | | 12,150 | | | | | | 10,612 | | |
Net interest income after provision for loan losses
|
| | | | 384,269 | | | | | | 295,516 | | | | | | 57,237 | | | | | | 42,876 | | | | | | 198,888 | | | | | | 100,017 | | | | | | 85,852 | | |
Total non-interest income
|
| | | | 70,987 | | | | | | 62,751 | | | | | | 13,957 | | | | | | 9,148 | | | | | | 47,370 | | | | | | 27,692 | | | | | | 32,152 | | |
Total non-interest expense
|
| | | | 247,902 | | | | | | 260,318 | | | | | | 45,814 | | | | | | 72,974 | | | | | | 208,428 | | | | | | 91,041 | | | | | | 91,957 | | |
Income (loss) before income tax expense (benefit)
|
| | | | 207,354 | | | | | | 97,949 | | | | | | 25,380 | | | | | | (20,950) | | | | | | 37,830 | | | | | | 36,668 | | | | | | 26,047 | | |
Income tax expense (benefit)
|
| | | | 67,382 | | | | | | 31,835 | | | | | | 8,376 | | | | | | (6,948) | | | | | | 10,152 | | | | | | 11,414 | | | | | | 6,159 | | |
Net income (loss)
|
| | | $ | 139,972 | | | | | $ | 66,114 | | | | | $ | 17,004 | | | | | $ | (14,002) | | | | | $ | 27,678 | | | | | $ | 25,254 | | | | | $ | 19,888 | | |
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At or for the year
ended December 31, |
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At or for the three months
ended December 31, |
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At or for the fiscal year
ended September 30, |
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| | |
2016
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2015
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2014
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| |
2013 – unaudited
|
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2014
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2013
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2012
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Per share data: | | | | | | | | | |||||||||||||||||||||||||||||||||||
Basic earnings (loss) per share
|
| | | $ | 1.07 | | | | | $ | 0.60 | | | | | $ | 0.20 | | | | | $ | (0.20) | | | | | $ | 0.34 | | | | | $ | 0.58 | | | | | $ | 0.52 | | |
Diluted earnings (loss) per share
|
| | | | 1.07 | | | | | | 0.60 | | | | | | 0.20 | | | | | | (0.20) | | | | | | 0.34 | | | | | | 0.58 | | | | | | 0.52 | | |
Adjusted diluted earnings per share, non-GAAP(1)
|
| | | | 1.11 | | | | | | 0.96 | | | | | | 0.23 | | | | | | 0.14 | | | | | | 0.72 | | | | | | 0.51 | | | | | | 0.43 | | |
Dividends declared per share
|
| | | | 0.28 | | | | | | 0.28 | | | | | | 0.07 | | | | | | — | | | | | | 0.21 | | | | | | 0.30 | | | | | | 0.24 | | |
Book value per share
|
| | | | 13.72 | | | | | | 12.81 | | | | | | 11.62 | | | | | | 11.02 | | | | | | 11.49 | | | | | | 10.89 | | | | | | 11.12 | | |
Tangible book value per share(1)
|
| | | | 8.08 | | | | | | 7.05 | | | | | | 6.47 | | | | | | 5.77 | | | | | | 6.30 | | | | | | 7.08 | | | | | | 7.26 | | |
Common shares outstanding: | | | | | | | | | |||||||||||||||||||||||||||||||||||
Shares outstanding at period end
|
| | | | 135,257,570 | | | | | | 130,006,926 | | | | | | 83,927,572 | | | | | | 83,955,647 | | | | | | 83,628,267 | | | | | | 44,351,046 | | | | | | 44,173,470 | | |
Weighted average shares basic
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| | | | 130,607,994 | | | | | | 109,907,645 | | | | | | 83,831,380 | | | | | | 70,493,305 | | | | | | 80,268,970 | | | | | | 43,734,425 | | | | | | 38,227,653 | | |
Weighted average shares diluted
|
| | | | 131,234,462 | | | | | | 110,329,353 | | | | | | 84,194,916 | | | | | | 70,493,305 | | | | | | 80,534,043 | | | | | | 43,783,053 | | | | | | 38,248,046 | | |
Other data: | | | | | | | | | |||||||||||||||||||||||||||||||||||
FTE period end
|
| | | | 970 | | | | | | 1,089 | | | | | | 829 | | | | | | 977 | | | | | | 836 | | | | | | 477 | | | | | | 493 | | |
Financial centers period end
|
| | | | 42 | | | | | | 52 | | | | | | 32 | | | | | | 46 | | | | | | 32 | | | | | | 34 | | | | | | 35 | | |
Performance ratios: | | | | | | | | | |||||||||||||||||||||||||||||||||||
Return on average assets
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| | | | 1.09% | | | | | | 0.69% | | | | | | 0.92% | | | | | | (0.92)% | | | | | | 0.41% | | | | | | 0.66% | | | | | | 0.62% | | |
Return on average equity
|
| | | | 8.05 | | | | | | 4.86 | | | | | | 6.93 | | | | | | (7.12) | | | | | | 3.05 | | | | | | 5.16 | | | | | | 4.45 | | |
Reported return on average tangible assets(1)
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| | | | 1.15 | | | | | | 0.73 | | | | | | 0.98 | | | | | | (0.95) | | | | | | 0.44 | | | | | | 0.69 | | | | | | 0.66 | | |
Adjusted return on average tangible assets(1)
|
| | | | 1.20 | | | | | | 1.17 | | | | | | 1.13 | | | | | | 0.67 | | | | | | 0.92 | | | | | | 0.62 | | | | | | 0.54 | | |
Reported return on average tangible equity(1)
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| | | | 14.34 | | | | | | 8.70 | | | | | | 12.50 | | | | | | (9.09) | | | | | | 6.14 | | | | | | 7.92 | | | | | | 7.07 | | |
Adjusted return on average tangible equity(1)
|
| | | | 14.90 | | | | | | 13.86 | | | | | | 14.42 | | | | | | 6.37 | | | | | | 12.84 | | | | | | 7.03 | | | | | | 5.84 | | |
Efficiency ratio, as reported
|
| | | | 52.2 | | | | | | 69.6 | | | | | | 61.7 | | | | | | 132.6 | | | | | | 78.5 | | | | | | 65.1 | | | | | | 71.5 | | |
Efficiency ratio, as adjusted(1)
|
| | | | 46.2 | | | | | | 50.8 | | | | | | 54.0 | | | | | | 65.4 | | | | | | 59.4 | | | | | | 63.7 | | | | | | 69.7 | | |
Net interest margin – GAAP
|
| | | | 3.44 | | | | | | 3.60 | | | | | | 3.61 | | | | | | 3.50 | | | | | | 3.65 | | | | | | 3.28 | | | | | | 3.39 | | |
Net interest margin – tax equivalent basis(2)
|
| | | | 3.55 | | | | | | 3.67 | | | | | | 3.70 | | | | | | 3.58 | | | | | | 3.74 | | | | | | 3.37 | | | | | | 3.51 | | |
Capital ratios (Company):(3) | | | | | | | | | |||||||||||||||||||||||||||||||||||
Tier 1 leverage ratio
|
| | | | 8.95% | | | | | | 9.03% | | | | | | 8.21% | | | | | | 9.44% | | | | | | 8.12% | | | | | | —% | | | | | | —% | | |
Tier 1 risk-based capital ratio
|
| | | | 10.73 | | | | | | 10.74 | | | | | | 10.43 | | | | | | 11.01 | | | | | | 10.33 | | | | | | — | | | | | | — | | |
Total risk-based capital ratio
|
| | | | 12.73 | | | | | | 11.29 | | | | | | 11.22 | | | | | | 11.66 | | | | | | 11.10 | | | | | | — | | | | | | — | | |
Tangible equity to tangible assets
|
| | | | 8.14 | | | | | | 8.18 | | | | | | 7.76 | | | | | | 7.78 | | | | | | 7.63 | | | | | | 8.09 | | | | | | 8.32 | | |
Regulatory capital ratios (Bank): | | | | | | | | | |||||||||||||||||||||||||||||||||||
Tier 1 leverage ratio
|
| | | | 9.08% | | | | | | 9.65% | | | | | | 9.39% | | | | | | 10.58% | | | | | | 9.34% | | | | | | 9.33% | | | | | | 7.56% | | |
Tier 1 risk-based capital ratio
|
| | | | 10.87 | | | | | | 11.45 | | | | | | 12.00 | | | | | | 12.48 | | | | | | 11.94 | | | | | | 13.18 | | | | | | 12.16 | | |
Total risk-based capital ratio
|
| | | | 13.06 | | | | | | 12.00 | | | | | | 12.79 | | | | | | 13.13 | | | | | | 12.71 | | | | | | 14.24 | | | | | | 13.36 | | |
Asset quality data and ratios: | | | | | | | | | |||||||||||||||||||||||||||||||||||
Allowance for loan losses
|
| | | $ | 63,622 | | | | | $ | 50,145 | | | | | $ | 42,374 | | | | | $ | 30,612 | | | | | $ | 40,612 | | | | | $ | 28,877 | | | | | $ | 28,282 | | |
Non-performing loans (“NPLs”)
|
| | | | 78,853 | | | | | | 66,411 | | | | | | 46,642 | | | | | | 38,442 | | | | | | 50,963 | | | | | | 26,906 | | | | | | 39,814 | | |
Non-performing assets (“NPAs”)
|
| | | | 92,472 | | | | | | 81,025 | | | | | | 52,509 | | | | | | 50,193 | | | | | | 58,543 | | | | | | 32,928 | | | | | | 46,217 | | |
Net charge-offs
|
| | | | 6,523 | | | | | | 7,929 | | | | | | 1,238 | | | | | | 1,265 | | | | | | 7,365 | | | | | | 11,555 | | | | | | 10,247 | | |
NPAs to total assets
|
| | | | 0.65% | | | | | | 0.68% | | | | | | 0.71% | | | | | | 0.75% | | | | | | 0.80% | | | | | | 0.81% | | | | | | 1.15% | | |
NPLs to total loans(4)
|
| | | | 0.83 | | | | | | 0.84 | | | | | | 0.97 | | | | | | 0.93 | | | | | | 1.07 | | | | | | 1.12 | | | | | | 1.88 | | |
Allowance for loan losses to NPLs
|
| | | | 80 | | | | | | 75 | | | | | | 90 | | | | | | 79 | | | | | | 79 | | | | | | 107 | | | | | | 71 | | |
Allowance for loan losses to total loans(4)
|
| | | | 0.67 | | | | | | 0.64 | | | | | | 0.88 | | | | | | 0.74 | | | | | | 0.85 | | | | | | 1.20 | | | | | | 1.47 | | |
Net charge-offs to average loans
|
| | | | 0.08 | | | | | | 0.13 | | | | | | 0.10 | | | | | | 0.14 | | | | | | 0.24 | | | | | | 0.52 | | | | | | 0.56 | | |
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At or For the Year Ended December 31,
|
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| | |
2016
|
| |
2015
|
| |
2014
|
| |
2013
|
| |
2012
|
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Selected Balance Sheet Data: | | | | | | | |||||||||||||||||||||||||
Securities available-for-sale
|
| | | $ | 280,045 | | | | | $ | 416,798 | | | | | $ | 384,359 | | | | | $ | 401,690 | | | | | $ | 336,300 | | |
Securities held-to-maturity
|
| | | | 2,740,132 | | | | | | 2,296,799 | | | | | | 2,133,804 | | | | | | 1,849,526 | | | | | | 1,700,141 | | |
Loans receivable, net
|
| | | | 10,331,087 | | | | | | 11,055,081 | | | | | | 11,845,848 | | | | | | 12,303,066 | | | | | | 13,078,471 | | |
Total assets
|
| | | | 14,558,652 | | | | | | 15,076,211 | | | | | | 15,640,021 | | | | | | 15,793,722 | | | | | | 16,496,642 | | |
Deposits
|
| | | | 8,877,055 | | | | | | 9,106,027 | | | | | | 9,504,909 | | | | | | 9,855,310 | | | | | | 10,443,958 | | |
Borrowings, net
|
| | | | 3,634,752 | | | | | | 3,964,222 | | | | | | 4,187,691 | | | | | | 4,137,161 | | | | | | 4,373,496 | | |
Stockholders’ equity
|
| | | | 1,714,073 | | | | | | 1,663,448 | | | | | | 1,580,070 | | | | | | 1,519,513 | | | | | | 1,293,989 | | |
Selected Operating Data: | | | | | | | |||||||||||||||||||||||||
Interest income
|
| | | $ | 454,873 | | | | | $ | 473,416 | | | | | $ | 492,350 | | | | | $ | 518,430 | | | | | $ | 600,509 | | |
Interest expense
|
| | | | 123,259 | | | | | | 133,127 | | | | | | 150,062 | | | | | | 176,528 | | | | | | 252,240 | | |
Net interest income
|
| | | | 331,614 | | | | | | 340,289 | | | | | | 342,288 | | | | | | 341,902 | | | | | | 348,269 | | |
Provision for loan losses (credited) charged
to operations |
| | | | (9,151) | | | | | | (12,072) | | | | | | (9,469) | | | | | | 19,601 | | | | | | 40,400 | | |
Net interest income after provision for loan
losses |
| | | | 340,765 | | | | | | 352,361 | | | | | | 351,757 | | | | | | 322,301 | | | | | | 307,869 | | |
Non-interest income
|
| | | | 50,962 | | | | | | 54,596 | | | | | | 54,848 | | | | | | 69,572 | | | | | | 73,235 | | |
General and administrative expense
|
| | | | 279,470 | | | | | | 289,083 | | | | | | 284,410 | | | | | | 287,531 | | | | | | 300,133 | | |
Income before income tax expense
|
| | | | 112,257 | | | | | | 117,874 | | | | | | 122,195 | | | | | | 104,342 | | | | | | 80,971 | | |
Income tax expense
|
| | | | 40,728 | | | | | | 29,799 | | | | | | 26,279 | | | | | | 37,749 | | | | | | 27,880 | | |
Net income
|
| | | | 71,529 | | | | | | 88,075 | | | | | | 95,916 | | | | | | 66,593 | | | | | | 53,091 | | |
Preferred stock dividends
|
| | | | 8,775 | | | | | | 8,775 | | | | | | 8,775 | | | | | | 7,214 | | | | | | — | | |
Net income available to common shareholders
|
| | | $ | 62,754 | | | | | $ | 79,300 | | | | | $ | 87,141 | | | | | $ | 59,379 | | | | | $ | 53,091 | | |
Basic earnings per common share
|
| | | $ | 0.62 | | | | | $ | 0.79 | | | | | $ | 0.88 | | | | | $ | 0.60 | | | | | $ | 0.55 | | |
Diluted earnings per common share
|
| | | | 0.62 | | | | | | 0.79 | | | | | | 0.88 | | | | | | 0.60 | | | | | | 0.55 | | |
Selected Financial Ratios and Other Data: | | | | | | | |||||||||||||||||||||||||
Return on average assets(1)
|
| | | | 0.48% | | | | | | 0.57% | | | | | | 0.61% | | | | | | 0.41% | | | | | | 0.31% | | |
Return on average common stockholders’ equity(2)
|
| | | | 4.02 | | | | | | 5.31 | | | | | | 6.06 | | | | | | 4.50 | | | | | | 4.15 | | |
Return on average tangible common stockholders’ equity(2)(3)
|
| | | | 4.56 | | | | | | 6.07 | | | | | | 6.96 | | | | | | 5.23 | | | | | | 4.86 | | |
Net interest rate spread(4)
|
| | | | 2.29 | | | | | | 2.29 | | | | | | 2.25 | | | | | | 2.17 | | | | | | 2.09 | | |
Net interest margin(5)
|
| | | | 2.37 | | | | | | 2.36 | | | | | | 2.32 | | | | | | 2.25 | | | | | | 2.16 | | |
General and administrative expense to average assets
|
| | | | 1.87 | | | | | | 1.89 | | | | | | 1.82 | | | | | | 1.78 | | | | | | 1.75 | | |
Asset Quality Ratios: | | | | | | | |||||||||||||||||||||||||
Non-performing loans to total loans(6)
|
| | | | 1.42% | | | | | | 1.24% | | | | | | 1.07% | | | | | | 2.67% | | | | | | 2.38% | | |
Non-performing assets to total assets(7)
|
| | | | 1.12 | | | | | | 1.05 | | | | | | 1.05 | | | | | | 2.37 | | | | | | 2.08 | | |
Allowance for loan losses to non-performing loans(6)
|
| | | | 58.08 | | | | | | 70.90 | | | | | | 87.32 | | | | | | 41.87 | | | | | | 46.18 | | |
Allowance for loan losses to total loans
|
| | | | 0.83 | | | | | | 0.88 | | | | | | 0.93 | | | | | | 1.12 | | | | | | 1.10 | | |
(Dollars in thousands, except per share amounts)
|
| |
For the year
ended December 31, 2016 |
| |||
Unaudited Pro Forma Condensed Combined Income Statement Information: | | | |||||
Net interest income
|
| | | $ | 818,906 | | |
Provision for loan losses
|
| | | | 10,849 | | |
Income before income taxes
|
| | | | 385,185 | | |
Net income
|
| | | | 251,173 | | |
| | |
As of
December 31, 2016 |
| |||
Unaudited Pro Forma Condensed Combined Balance Sheet Information: | | | |||||
Loans held for investment, net
|
| | | $ | 19,530,795 | | |
Total Assets
|
| | | | 29,510,290 | | |
Deposits
|
| | | | 18,956,004 | | |
Total stockholders’ equity
|
| | | | 4,218,852 | | |
| | |
Sterling
Historical |
| |
Astoria
Historical |
| |
Pro Forma
Combined |
| |
Per
Equivalent Astoria Share(3) |
| ||||||||||||
For the year ended December 31, 2016: | | | | | | ||||||||||||||||||||
Basic earnings per common share (1)
|
| | | $ | 1.07 | | | | | $ | 0.62 | | | | | $ | 1.11 | | | | | $ | 0.97 | | |
Diluted earnings per share(1)
|
| | | | 1.07 | | | | | | 0.62 | | | | | | 1.11 | | | | | | 0.97 | | |
Cash dividends declared per common share(2)
|
| | | | 0.28 | | | | | | 0.16 | | | | | | 0.28 | | | | | | 0.25 | | |
Book value per share as of December 31, 2016
|
| | | | 13.72 | | | | | | 15.65 | | | | | | 18.22 | | | | | | 15.94 | | |
| | |
Sterling Fiscal Year Ending December 31,
|
| |||||||||||||||||||||||||||||||||||||||
Dollar amounts in millions, except for per share amounts:
|
| |
2017E
|
| |
2018E
|
| |
2019E
|
| |
2020E
|
| |
2021E
|
| |
2022E
|
| |
2023E
|
| |||||||||||||||||||||
Earnings Per Share
|
| | | $ | 1.32 | | | | | $ | 1.52 | | | | | $ | 1.64 | | | | | $ | 1.77 | | | | | $ | 1.91 | | | | | $ | 2.07 | | | | | $ | 2.23 | | |
Net Income
|
| | | $ | 179 | | | | | $ | 206 | | | | | $ | 223 | | | | | $ | 240 | | | | | $ | 260 | | | | | $ | 280 | | | | | $ | 303 | | |
| | |
Price/TBV
|
| |
DP
|
| ||||||
High
|
| | | | 2.24x | | | | | | 14.3% | | |
Median
|
| | | | 1.84x | | | | | | 11.1% | | |
Low
|
| | | | 1.45x | | | | | | 6.7% | | |
Astoria at March 3, 2017
|
| | | | 1.35x | | | | | | 5.5% | | |
|
Implied Per Share Equity Reference Range For Astoria based on:
|
| | | | |||
|
TBV
|
| |
DP
|
| |
Implied Per Share
Merger Consideration |
|
|
$20.06–$30.93
|
| |
$19.74–$26.37
|
| |
$22.01
|
|
|
Announcement Date
|
| |
Acquiror
|
| |
Target
|
|
| October 24, 2016 | | | Toronto-Dominion Bank | | | Scottrade Bank | |
| August 8, 2016 | | | TIAA Board of Overseers | | | EverBank Financial | |
| October 30, 2015 | | | KeyCorp | | | First Niagara Finl Group | |
| July 22, 2014 | | | CIT Group Inc. | | | IMB HoldCo LLC | |
| September 11, 2013 | | | Umpqua Holdings Corp. | | | Sterling Financial Corp. | |
| August 27, 2012 | | | M&T Bank Corp. | | | Hudson City Bancorp Inc. | |
| | |
Price/TBV
|
| |
DP
|
| ||||||
High
|
| | | | 1.68x | | | | | | 12.7% | | |
Median
|
| | | | 1.25x | | | | | | 2.5% | | |
Low
|
| | | | 0.85x | | | | | | (2.8%) | | |
Astoria at Implied Per Share Merger Consideration
|
| | | | 1.57x | | | | | | 9.5% | | |
|
Implied Per Share Equity Reference Range For Astoria based on:
|
| | | | |||
|
TBV
|
| |
DP
|
| |
Implied Per Share
Merger Consideration |
|
|
$11.68–$23.28
|
| |
$11.35–$24.98
|
| |
$22.01
|
|
|
For Astoria based on
Standalone DCF Implied Per Share Equity Reference Range |
| |
For Astoria based on Cost
Savings DCF Implied Per Share Equity Reference Range |
| |
Implied Per Share Merger
Consideration |
|
|
$14.23–$17.03
|
| |
$30.65–$37.88
|
| |
$22.01
|
|
| | |
Price/TBV
|
| |
Price/2017 EPS
|
| |
DP
|
| |||||||||
High
|
| | | | 3.44x | | | | | | 23.9x | | | | | | 27.0% | | |
Median
|
| | | | 2.42x | | | | | | 19.2x | | | | | | 12.2% | | |
Low
|
| | | | 2.10x | | | | | | 15.6x | | | | | | 10.1% | | |
Sterling at March 3, 2017
|
| | | | 3.11x | | | | | | 19.0x | | | | | | 23.0% | | |
|
Implied Per Share Equity Reference Range for Sterling based on:
|
| | | | ||||||
|
TBV
|
| |
2017 Estimated EPS
|
| |
DP
|
| |
Sterling common stock
on March 3, 2017 |
|
|
$16.99–$27.76
|
| |
$20.65–$31.73
|
| |
$15.57–$28.09
|
| |
$25.15
|
|
|
Sterling Implied Per Share Equity Reference Range
|
| |
Sterling common stock on March 3, 2017
|
|
|
$24.75–$32.12
|
| |
$25.15
|
|
| | |
Implied Reference Range
|
| |
Exchange Ratio
|
| ||||||
Price/TBV
|
| | | | 0.723x–1.820x | | | | | | 0.875x | | |
DP
|
| | | | 0.703x–1.693x | | | | | | 0.875x | | |
| | |
Implied Reference Range
|
| |
Exchange Ratio
|
| ||||||
Price/TBV
|
| | | | 0.421x–1.370x | | | | | | 0.875x | | |
DP
|
| | | | 0.404x–1.604x | | | | | | 0.875x | | |
| | |
Implied Reference Range
|
| |
Exchange Ratio
|
| ||||||
Standalone
|
| | | | 0.443x–0.688x | | | | | | 0.875x | | |
With Value of Synergies
|
| | | | 0.954x–1.530x | | | | | | 0.875x | | |
Trading Period Prior to March 3, 2017
|
| |
Stock Price
|
| |||
52 Week High
|
| | | $ | 19.26 | | |
52 Week Low
|
| | | $ | 14.11 | | |
Implied Per Share Merger Consideration
|
| | | $ | 22.01 | | |
Trading Period Prior to March 3, 2017
|
| |
Stock Price
|
| |||
52 Week High
|
| | | $ | 25.40 | | |
52 Week Low
|
| | | $ | 14.38 | | |
Closing price of Sterling common stock on March 3, 2017
|
| | | $ | 25.15 | | |
|
Approximate Implied Per Share
Equity Value Reference Ranges Based on: |
| |
Implied Per Share Merger
Consideration |
| |||
|
Latest Quarter
Tangible Book Value |
| |
Latest Quarter
Core Deposits |
| | | |
|
$20.25–$24.75
|
| |
$22.50–$24.25
|
| |
$22.01
|
|
Announcement Date
|
| |
Acquiror
|
| |
Target
|
|
February 28, 2017
|
| | IBERIABANK Corporation | | | Sabadell United Bank, N.A. | |
January 22, 2017 | | | Pinnacle Financial Partners, Inc. | | | BNC Bancorp | |
August 18, 2016 | | | United Bankshares, Inc. | | | Cardinal Financial Corporation | |
August 8, 2016 | | | Teachers Insurance and Annuity Association of America |
| | EverBank Financial Corp | |
July 21, 2016 | | | F.N.B. Corporation | | | Yadkin Financial Corporation | |
January 26, 2016 | | | Huntington Bancshares Incorporated | | | FirstMerit Corporation | |
October 30, 2015 | | | KeyCorp | | |
First Niagara Financial Group, Inc.
|
|
August 17, 2015 | | | BB&T Corporation | | | National Penn Bancshares, Inc. | |
January 22, 2015 | | | Royal Bank of Canada | | | City National Corporation | |
November 12, 2014
|
| | BB&T Corporation | | | Susquehanna Bancshares, Inc. | |
July 22, 2014 | | | CIT Group Inc. | | | IMB Holdco LLC (the holding company for OneWest Bank N.A.) |
|
September 11, 2013
|
| | Umpqua Holdings Corporation | | | Sterling Financial Corporation | |
July 22, 2013 | | | PacWest Bancorp | | | CapitalSource Inc. | |
|
Approximate Implied Per Share Equity Value Reference Ranges Based on:
|
| |
Implied Per Share
Merger Consideration |
| ||||||
|
CY 2017E
EPS |
| |
Latest Quarter
Tangible Book Value |
| |
Latest Quarter
Core Deposits |
| | | |
|
$9.25–$11.25
|
| |
$21.25–$26.00
|
| |
$22.75–$25.00
|
| |
$22.01
|
|
|
Approximate Implied Per Share Equity Value Reference Ranges:
|
| |
Implied Per Share
Merger Consideration |
| |||
|
Without Synergies
|
| |
With Synergies
|
| | | |
|
$12.50–$16.25
|
| |
$22.75–$26.50
|
| |
$22.01
|
|
|
Approximate Implied Per Share
Equity Value Reference Ranges Based on: |
| |
Sterling Per Share
Closing Stock Price on March 3, 2017 |
| ||||||
|
CY 2017E and
CY 2018E EPS |
| |
Latest Quarter
Tangible Book Value |
| |
Latest Quarter
Core Deposits |
| | | |
|
$21.75–$28.00
|
| |
$17.75–$21.75
|
| |
$19.25–$21.75
|
| |
$25.15
|
|
|
Approximate Implied Per Share
Equity Value Reference Range |
| |
Sterling Per Share Closing
Stock Price on March 3, 2017 |
|
|
$18.00–$27.00
|
| |
$25.15
|
|
| | |
Astoria Fiscal Year Ending December 31,
|
| |||||||||||||||||||||||||||
Dollar amounts in millions, except for per share amounts:
|
| |
2017E
|
| |
2018E
|
| |
2019E
|
| |
2020E
|
| |
2021E
|
| |||||||||||||||
Net Income
|
| | | $ | 63 | | | | | $ | 86 | | | | | $ | 93 | | | | | $ | 100 | | | | | $ | 108 | | |
Earnings Per Share
|
| | | $ | 0.62 | | | | | $ | 0.85 | | | | | $ | 0.92 | | | | | $ | 0.99 | | | | | $ | 1.07 | | |
|
Transaction Price / Last Twelve Months (“LTM”) Ended December 31, 2016 Earnings Per Share
|
| | | | 35.5x | | |
|
Transaction Price / 2017 Median Analyst Estimated Earnings Per Share
|
| | | | 40.0x | | |
|
Transaction Price / 2018 Median Analyst Estimated Earnings Per Share
|
| | | | 37.9x | | |
|
Transaction Price / December 31, 2016 Book Value Per Share
|
| | | | 141% | | |
|
Transaction Price / December 31, 2016 Tangible Book Value Per Share
|
| | | | 159% | | |
|
Tangible Book Premium / Core Deposits(1)
|
| | | | 9.9% | | |
|
Market Premium as of March 3, 2017
|
| | | | 18.2% | | |
| | |
Sterling
|
| |
Astoria
|
| ||||||
Cash & Securities
|
| | | | 52.0% | | | | | | 48.0% | | |
Net Loans
|
| | | | 47.9% | | | | | | 52.1% | | |
Total Intangibles
|
| | | | 80.5% | | | | | | 19.5% | | |
Total Assets
|
| | | | 49.3% | | | | | | 50.7% | | |
Total Deposits
|
| | | | 53.1% | | | | | | 46.9% | | |
Core Deposits
|
| | | | 53.3% | | | | | | 46.7% | | |
Total Debt
|
| | | | 36.1% | | | | | | 63.9% | | |
Total Equity
|
| | | | 52.0% | | | | | | 48.0% | | |
Tangible Common Equity
|
| | | | 43.8% | | | | | | 56.2% | | |
2016 Net Income Available for Common
|
| | | | 69.0% | | | | | | 31.0% | | |
2017E Net Income Available for Common(1)
|
| | | | 76.3% | | | | | | 23.7% | | |
2018E Net Income Available for Common(1)
|
| | | | 77.9% | | | | | | 22.1% | | |
Market Capitalization as of 3/3/17(2)
|
| | | | 64.4% | | | | | | 35.6% | | |
Pro Forma Ownership @ 0.875x
|
| | | | 60.3% | | | | | | 39.7% | | |
| | |
Beginning Value
March 3, 2014 |
| |
Ending Value
March 3, 2017 |
| ||||||
Astoria
|
| | | | 100% | | | | | | 137.6% | | |
Astoria Peer Group
|
| | | | 100% | | | | | | 152.6% | | |
NASDAQ Bank Index
|
| | | | 100% | | | | | | 153.0% | | |
S&P 500 Index
|
| | | | 100% | | | | | | 129.1% | | |
| | |
Beginning Value
March 3, 2014 |
| |
Ending Value
March 3, 2017 |
| ||||||
Sterling
|
| | | | 100% | | | | | | 199.4% | | |
Sterling Peer Group
|
| | | | 100% | | | | | | 149.1% | | |
NASDAQ Bank Index
|
| | | | 100% | | | | | | 153.0% | | |
S&P 500 Index
|
| | | | 100% | | | | | | 129.1% | | |
| BancorpSouth, Inc. | | | Hope Bancorp, Inc. | |
| Bank of Hawaii Corporation | | | International Bancshares Corporation | |
| Cathay General Bancorp | | | Old National Bancorp | |
| Central Bancompany, Inc. | | | Trustmark Corporation | |
| Chemical Financial Corporation | | | United Bankshares, Inc. | |
| Flagstar Bancorp, Inc. | | | Washington Federal, Inc. | |
| Hilltop Holdings Inc. | | | Western Alliance Bancorporation | |
| | |
Astoria
|
| |
Astoria Peer
Group Median |
| |
Astoria Peer
Group Mean |
| |
Astoria Peer
Group High |
| |
Astoria Peer
Group Low |
| |||||||||||||||
Total assets (in millions)
|
| | | $ | 14,559 | | | | | $ | 14,509 | | | | | $ | 14,453 | | | | | $ | 17,355 | | | | | $ | 11,804 | | |
Loans / Deposits
|
| | | | 117.3% | | | | | | 90.7% | | | | | | 86.9% | | | | | | 100.9% | | | | | | 62.5% | | |
Non-performing assets(1)/ Total assets
|
| | | | 1.70% | | | | | | 0.82% | | | | | | 0.87% | | | | | | 2.17% | | | | | | 0.25% | | |
Tangible common equity/Tangible assets
|
| | | | 9.73% | | | | | | 9.73% | | | | | | 9.87% | | | | | | 12.65% | | | | | | 6.86% | | |
CRE/ Total RBC Ratio
|
| | | | 283.0% | | | | | | 187.8% | | | | | | 204.5% | | | | | | 349.0% | | | | | | 74.4% | | |
LTM Return on average assets
|
| | | | 0.48% | | | | | | 1.13% | | | | | | 1.13% | | | | | | 1.61% | | | | | | 0.84% | | |
LTM Return on average equity
|
| | | | 4.23% | | | | | | 8.24% | | | | | | 9.29% | | | | | | 15.79% | | | | | | 6.98% | | |
LTM Net interest margin
|
| | | | 2.35% | | | | | | 3.53% | | | | | | 3.47% | | | | | | 4.58% | | | | | | 2.66% | | |
LTM Efficiency ratio
|
| | | | 72.4% | | | | | | 55.5% | | | | | | 57.5% | | | | | | 82.3% | | | | | | 43.0% | | |
Price/Tangible book value
|
| | | | 135% | | | | | | 211% | | | | | | 223% | | | | | | 342% | | | | | | 120% | | |
Price/LTM Earnings per share
|
| | | | 30.0x | | | | | | 19.5x | | | | | | 19.3x | | | | | | 24.8x | | | | | | 10.6x | | |
Price/2017 Earnings per share(2)
|
| | | | 33.9x | | | | | | 17.5x | | | | | | 17.8x | | | | | | 21.6x | | | | | | 12.7x | | |
Price/2018 Earnings per share(2)
|
| | | | 32.1x | | | | | | 16.4x | | | | | | 16.0x | | | | | | 19.7x | | | | | | 11.0x | | |
Current Dividend Yield
|
| | | | 0.9% | | | | | | 1.8% | | | | | | 1.7% | | | | | | 2.9% | | | | | | 0.0% | | |
LTM Dividend Ratio
|
| | | | 25.8% | | | | | | 31.9% | | | | | | 32.2% | | | | | | 66.3% | | | | | | 0.0% | | |
Market value (in millions)
|
| | | $ | 1,885 | | | | | $ | 2,953 | | | | | $ | 2,990 | | | | | $ | 5,471 | | | | | $ | 1,169 | | |
| | |
Sterling
|
| |
Sterling Peer
Group Median |
| |
Sterling Peer
Group Mean |
| |
Sterling Peer
Group High |
| |
Sterling Peer
Group Low |
| |||||||||||||||
Total assets (in millions)
|
| | | $ | 14,178 | | | | | $ | 14,521 | | | | | $ | 14,479 | | | | | $ | 17,355 | | | | | $ | 11,804 | | |
Loans / Deposits
|
| | | | 94.6% | | | | | | 90.7% | | | | | | 88.4% | | | | | | 117.3% | | | | | | 62.5% | | |
Non-performing assets(1)/Total assets
|
| | | | 0.72% | | | | | | 0.84% | | | | | | 0.93% | | | | | | 2.17% | | | | | | 0.25% | | |
Tangible common equity/Tangible assets
|
| | | | 8.14% | | | | | | 9.73% | | | | | | 9.98% | | | | | | 12.65% | | | | | | 6.86% | | |
CRE/ Total RBC Ratio
|
| | | | 290.0% | | | | | | 187.8% | | | | | | 204.0% | | | | | | 349.0% | | | | | | 74.4% | | |
LTM Return on average assets
|
| | | | 1.09% | | | | | | 1.13% | | | | | | 1.09% | | | | | | 1.61% | | | | | | 0.48% | | |
LTM Return on average equity
|
| | | | 8.05% | | | | | | 8.24% | | | | | | 9.03% | | | | | | 15.79% | | | | | | 4.23% | | |
LTM Net interest margin
|
| | | | 3.53% | | | | | | 3.52% | | | | | | 3.39% | | | | | | 4.58% | | | | | | 2.35% | | |
LTM Efficiency ratio
|
| | | | 45.8% | | | | | | 57.5% | | | | | | 59.2% | | | | | | 82.3% | | | | | | 43.0% | | |
Price/Tangible book value
|
| | | | 311% | | | | | | 211% | | | | | | 211% | | | | | | 342% | | | | | | 120% | | |
Price/LTM Earnings per share
|
| | | | 23.5x | | | | | | 19.5x | | | | | | 19.7x | | | | | | 30.0x | | | | | | 10.6x | | |
Price/2017 Earnings per share(2)
|
| | | | 19.1x | | | | | | 17.5x | | | | | | 19.0x | | | | | | 33.9x | | | | | | 12.7x | | |
Price/2018 Earnings per share(2)
|
| | | | 16.5x | | | | | | 16.4x | | | | | | 17.2x | | | | | | 32.1x | | | | | | 11.0x | | |
Current Dividend Yield
|
| | | | 1.1% | | | | | | 1.8% | | | | | | 1.7% | | | | | | 2.9% | | | | | | 0.0% | | |
LTM Dividend Ratio
|
| | | | 26.2% | | | | | | 31.9% | | | | | | 32.2% | | | | | | 66.3% | | | | | | 0.0% | | |
Market value (in millions)
|
| | | $ | 3,410 | | | | | $ | 2,900 | | | | | $ | 2,888 | | | | | $ | 5,471 | | | | | $ | 1,169 | | |
Acquiror:
|
| |
Target:
|
|
IBERIABANK Corp. | | | Sabadell United Bank N.A. | |
Simmons First National Corp. | | | First Texas BHC Inc. | |
Pinnacle Financial Partners | | | BNC Bancorp | |
Columbia Banking System Inc. | | | Pacific Continental Corp. | |
Simmons First National Corp. | | | Southwest Bancorp Inc. | |
Independent Bank Group Inc. | | | Carlile Bancshares Inc. | |
First Interstate BancSystem | | | Cascade Bancorp | |
United Bankshares Inc. | | | Cardinal Financial Corp. | |
TIAA Board of Overseers | | | EverBank Financial | |
F.N.B. Corp. | | | Yadkin Financial Corporation | |
Canadian Imperial Bank of Commerce | | | PrivateBancorp Inc. | |
Chemical Financial Corp. | | | Talmer Bancorp Inc. | |
Huntington Bancshares Inc. | | | FirstMerit Corp. | |
BBCN Bancorp Inc. | | | Wilshire Bancorp Inc. | |
KeyCorp | | | First Niagara Financial Group | |
Bank of the Ozarks Inc. | | | Community & Southern Holdings Inc. | |
Yadkin Financial Corporation | | | NewBridge Bancorp | |
BB&T Corp. | | | National Penn Bancshares Inc. | |
F.N.B. Corp. | | | Metro Bancorp Inc. | |
PacWest Bancorp | | | Square 1 Financial Inc. | |
Royal Bank of Canada | | | City National Corp. | |
BB&T Corp. | | | Susquehanna Bancshares Inc. | |
Sterling Bancorp | | | Hudson Valley Holding Corp. | |
Banner Corp. | | | Starbuck Bancshares Inc. | |
CIT Group Inc. | | | IMB HoldCo LLC | |
First Citizens BancShares Inc. | | | First Citizens Bancorp | |
| | |
Astoria/
Sterling |
| |
Median
Precedent Transactions |
| |
Mean
Precedent Transactions |
| |
High
Precedent Transactions |
| |
Low
Precedent Transactions |
| |||||||||||||||
Transaction price/LTM earnings per share
|
| | | | 35.5x | | | | | | 22.0x | | | | | | 23.4x | | | | | | 47.4x | | | | | | 13.7x | | |
Transaction price/Median analyst estimated earnings per share
|
| | | | 40.0x | | | | | | 19.0x | | | | | | 21.0x | | | | | | 44.0x | | | | | | 13.1x | | |
Transaction price/Tangible book value per share
|
| | | | 159% | | | | | | 205% | | | | | | 203% | | | | | | 313% | | | | | | 102% | | |
Core deposit premium
|
| | | | 9.9% | | | | | | 13.4% | | | | | | 13.5% | | | | | | 22.9% | | | | | | 0.8% | | |
1-Month market premium
|
| | | | 18.2%(1) | | | | | | 21.6% | | | | | | 21.0% | | | | | | 45.8% | | | | | | (9.1%) | | |
Discount Rate
|
| |
12.0x
|
| |
14.0x
|
| |
16.0x
|
| |
18.0x
|
| |
20.0x
|
| |
22.0x
|
| ||||||||||||||||||
7.0%
|
| | | $ | 9.82 | | | | | $ | 11.34 | | | | | $ | 12.87 | | | | | $ | 14.40 | | | | | $ | 15.92 | | | | | $ | 17.45 | | |
7.5%
|
| | | $ | 9.61 | | | | | $ | 11.11 | | | | | $ | 12.60 | | | | | $ | 14.10 | | | | | $ | 15.59 | | | | | $ | 17.09 | | |
8.0%
|
| | | $ | 9.38 | | | | | $ | 10.84 | | | | | $ | 12.30 | | | | | $ | 13.76 | | | | | $ | 15.21 | | | | | $ | 16.67 | | |
8.5%
|
| | | $ | 9.18 | | | | | $ | 10.60 | | | | | $ | 12.02 | | | | | $ | 13.45 | | | | | $ | 14.87 | | | | | $ | 16.30 | | |
9.0%
|
| | | $ | 8.97 | | | | | $ | 10.37 | | | | | $ | 11.76 | | | | | $ | 13.15 | | | | | $ | 14.54 | | | | | $ | 15.93 | | |
9.5%
|
| | | $ | 8.78 | | | | | $ | 10.14 | | | | | $ | 11.50 | | | | | $ | 12.86 | | | | | $ | 14.22 | | | | | $ | 15.58 | | |
10.0%
|
| | | $ | 8.58 | | | | | $ | 9.91 | | | | | $ | 11.24 | | | | | $ | 12.57 | | | | | $ | 13.90 | | | | | $ | 15.23 | | |
Discount Rate
|
| |
120%
|
| |
160%
|
| |
200%
|
| |
240%
|
| |
280%
|
| |
320%
|
| ||||||||||||||||||
7.0%
|
| | | $ | 15.61 | | | | | $ | 20.59 | | | | | $ | 25.57 | | | | | $ | 30.55 | | | | | $ | 35.54 | | | | | $ | 40.52 | | |
7.5%
|
| | | $ | 15.28 | | | | | $ | 20.16 | | | | | $ | 25.03 | | | | | $ | 29.91 | | | | | $ | 34.79 | | | | | $ | 39.66 | | |
8.0%
|
| | | $ | 14.91 | | | | | $ | 19.67 | | | | | $ | 24.42 | | | | | $ | 29.18 | | | | | $ | 33.93 | | | | | $ | 38.69 | | |
8.5%
|
| | | $ | 14.57 | | | | | $ | 19.22 | | | | | $ | 23.87 | | | | | $ | 28.52 | | | | | $ | 33.17 | | | | | $ | 37.81 | | |
9.0%
|
| | | $ | 14.25 | | | | | $ | 18.79 | | | | | $ | 23.33 | | | | | $ | 27.88 | | | | | $ | 32.42 | | | | | $ | 36.96 | | |
9.5%
|
| | | $ | 13.93 | | | | | $ | 18.37 | | | | | $ | 22.81 | | | | | $ | 27.25 | | | | | $ | 31.69 | | | | | $ | 36.13 | | |
10.0%
|
| | | $ | 13.63 | | | | | $ | 17.96 | | | | | $ | 22.30 | | | | | $ | 26.64 | | | | | $ | 30.98 | | | | | $ | 35.32 | | |
Annual Estimate Variance
|
| |
12.0x
|
| |
14.0x
|
| |
16.0x
|
| |
18.0x
|
| |
20.0x
|
| |
22.0x
|
| ||||||||||||||||||
(15.0%)
|
| | | $ | 8.27 | | | | | $ | 9.54 | | | | | $ | 10.81 | | | | | $ | 12.08 | | | | | $ | 13.35 | | | | | $ | 14.62 | | |
(10.0%)
|
| | | $ | 8.72 | | | | | $ | 10.06 | | | | | $ | 11.41 | | | | | $ | 12.75 | | | | | $ | 14.10 | | | | | $ | 15.44 | | |
(5.0%)
|
| | | $ | 9.17 | | | | | $ | 10.59 | | | | | $ | 12.00 | | | | | $ | 13.42 | | | | | $ | 14.84 | | | | | $ | 16.26 | | |
0.0%
|
| | | $ | 9.61 | | | | | $ | 11.11 | | | | | $ | 12.60 | | | | | $ | 14.10 | | | | | $ | 15.59 | | | | | $ | 17.09 | | |
5.0%
|
| | | $ | 10.06 | | | | | $ | 11.63 | | | | | $ | 13.20 | | | | | $ | 14.77 | | | | | $ | 16.34 | | | | | $ | 17.91 | | |
10.0%
|
| | | $ | 10.51 | | | | | $ | 12.15 | | | | | $ | 13.80 | | | | | $ | 15.44 | | | | | $ | 17.09 | | | | | $ | 18.73 | | |
15.0%
|
| | | $ | 10.96 | | | | | $ | 12.68 | | | | | $ | 14.40 | | | | | $ | 16.11 | | | | | $ | 17.83 | | | | | $ | 19.55 | | |
Discount Rate
|
| |
12.0x
|
| |
14.0x
|
| |
16.0x
|
| |
18.0x
|
| |
20.0x
|
| |
22.0x
|
| ||||||||||||||||||
7.0%
|
| | | $ | 17.68 | | | | | $ | 20.40 | | | | | $ | 23.13 | | | | | $ | 25.85 | | | | | $ | 28.58 | | | | | $ | 31.30 | | |
7.5%
|
| | | $ | 17.31 | | | | | $ | 19.98 | | | | | $ | 22.65 | | | | | $ | 25.31 | | | | | $ | 27.98 | | | | | $ | 30.65 | | |
8.0%
|
| | | $ | 16.90 | | | | | $ | 19.50 | | | | | $ | 22.10 | | | | | $ | 24.70 | | | | | $ | 27.30 | | | | | $ | 29.90 | | |
8.5%
|
| | | $ | 16.52 | | | | | $ | 19.06 | | | | | $ | 21.61 | | | | | $ | 24.15 | | | | | $ | 26.69 | | | | | $ | 29.23 | | |
9.2%
|
| | | $ | 16.05 | | | | | $ | 18.51 | | | | | $ | 20.98 | | | | | $ | 23.45 | | | | | $ | 25.91 | | | | | $ | 28.38 | | |
9.5%
|
| | | $ | 15.80 | | | | | $ | 18.23 | | | | | $ | 20.66 | | | | | $ | 23.09 | | | | | $ | 25.52 | | | | | $ | 27.94 | | |
10.0%
|
| | | $ | 15.46 | | | | | $ | 17.83 | | | | | $ | 20.21 | | | | | $ | 22.58 | | | | | $ | 24.95 | | | | | $ | 27.33 | | |
Discount Rate
|
| |
120%
|
| |
160%
|
| |
200%
|
| |
240%
|
| |
280%
|
| |
320%
|
| ||||||||||||||||||
7.0%
|
| | | $ | 14.05 | | | | | $ | 18.29 | | | | | $ | 22.53 | | | | | $ | 26.77 | | | | | $ | 31.01 | | | | | $ | 35.26 | | |
7.5%
|
| | | $ | 13.77 | | | | | $ | 17.92 | | | | | $ | 22.07 | | | | | $ | 26.22 | | | | | $ | 30.37 | | | | | $ | 34.52 | | |
8.0%
|
| | | $ | 13.44 | | | | | $ | 17.49 | | | | | $ | 21.53 | | | | | $ | 25.58 | | | | | $ | 29.63 | | | | | $ | 33.68 | | |
8.5%
|
| | | $ | 13.14 | | | | | $ | 17.10 | | | | | $ | 21.05 | | | | | $ | 25.01 | | | | | $ | 28.96 | | | | | $ | 32.92 | | |
9.2%
|
| | | $ | 12.77 | | | | | $ | 16.61 | | | | | $ | 20.44 | | | | | $ | 24.28 | | | | | $ | 28.12 | | | | | $ | 31.96 | | |
9.5%
|
| | | $ | 12.58 | | | | | $ | 16.36 | | | | | $ | 20.13 | | | | | $ | 23.91 | | | | | $ | 27.69 | | | | | $ | 31.47 | | |
10.0%
|
| | | $ | 12.31 | | | | | $ | 16.00 | | | | | $ | 19.69 | | | | | $ | 23.38 | | | | | $ | 27.08 | | | | | $ | 30.77 | | |
Annual Estimate Variance
|
| |
12.0x
|
| |
14.0x
|
| |
16.0x
|
| |
18.0x
|
| |
20.0x
|
| |
22.0x
|
| ||||||||||||||||||
(15.0%)
|
| | | $ | 13.83 | | | | | $ | 15.92 | | | | | $ | 18.02 | | | | | $ | 20.12 | | | | | $ | 22.21 | | | | | $ | 24.31 | | |
(10.0%)
|
| | | $ | 14.57 | | | | | $ | 16.79 | | | | | $ | 19.01 | | | | | $ | 21.23 | | | | | $ | 23.45 | | | | | $ | 25.67 | | |
(5.0%)
|
| | | $ | 15.31 | | | | | $ | 17.65 | | | | | $ | 19.99 | | | | | $ | 22.34 | | | | | $ | 24.68 | | | | | $ | 27.02 | | |
0.0%
|
| | | $ | 16.05 | | | | | $ | 18.51 | | | | | $ | 20.98 | | | | | $ | 23.45 | | | | | $ | 25.91 | | | | | $ | 28.38 | | |
5.0%
|
| | | $ | 16.79 | | | | | $ | 19.38 | | | | | $ | 21.97 | | | | | $ | 24.56 | | | | | $ | 27.15 | | | | | $ | 29.73 | | |
10.0%
|
| | | $ | 17.53 | | | | | $ | 20.24 | | | | | $ | 22.95 | | | | | $ | 25.67 | | | | | $ | 28.38 | | | | | $ | 31.09 | | |
15.0%
|
| | | $ | 18.27 | | | | | $ | 21.10 | | | | | $ | 23.94 | | | | | $ | 26.78 | | | | | $ | 29.61 | | | | | $ | 32.45 | | |
Name
|
| |
Cash(1)
|
| |
Equity(2)
|
| |
Perquisites/Benefits(3)
|
| |
Tax
Reimbursement(4) |
| |
Total
|
| |||||||||||||||
Monte N. Redman
|
| | | $ | 5,561,874 | | | | | $ | 3,432,634 | | | | | $ | 180,855 | | | | | $ | 3,452,612 | | | | | $ | 12,627,975 | | |
Frank E. Fusco
|
| | | | 3,170,927 | | | | | | 2,335,238 | | | | | | 586,585 | | | | | | 2,265,209 | | | | | | 8,357,959 | | |
Gerard C. Keegan(5)
|
| | | | 104,813 | | | | | | 1,119,825 | | | | | | — | | | | | | — | | | | | | 1,224,638 | | |
Alan P. Eggleston
|
| | | | 2,839,570 | | | | | | 2,067,859 | | | | | | 220,051 | | | | | | 1,893,048 | | | | | | 7,020,528 | | |
Hugh J. Donlon
|
| | | | 2,380,767 | | | | | | 1,791,124 | | | | | | 228,519 | | | | | | — | | | | | | 4,400,410 | | |
Name
|
| |
Salary
Payment |
| |
Bonus
Payment |
| |
Prorated
Bonus |
| |
Defined Contribution
Payment |
| ||||||||||||
Monte N. Redman
|
| | | $ | 2,970,000 | | | | | $ | 2,376,000 | | | | | $ | 246,689 | | | | | $ | 35,775 | | |
Frank E. Fusco
|
| | | | 1,845,000 | | | | | | 1,199,250 | | | | | | 124,512 | | | | | | 35,775 | | |
Gerard C. Keegan
|
| | | | — | | | | | | — | | | | | | 104,813 | | | | | | — | | |
Alan P. Eggleston
|
| | | | 1,650,000 | | | | | | 1,072,500 | | | | | | 111,352 | | | | | | 35,775 | | |
Hugh J. Donlon
|
| | | | 1,380,000 | | | | | | 897,000 | | | | | | 93,131 | | | | | | 35,775 | | |
Name
|
| |
Restricted
Stock |
| |
Restricted
Stock Units |
| ||||||
Monte N. Redman
|
| | | $ | 2,342,842 | | | | | $ | 1,089,792 | | |
Frank E. Fusco
|
| | | | 1,786,118 | | | | | | 549,120 | | |
Gerard C. Keegan
|
| | | | 815,697 | | | | | | 304,128 | | |
Alan P. Eggleston
|
| | | | 1,548,307 | | | | | | 519,552 | | |
Hugh J. Donlon
|
| | | | 1,444,756 | | | | | | 346,368 | | |
(Dollars in thousands)
|
| |
Sterling
Historical |
| |
Astoria
Historical |
| |
Pro Forma
Merger Adjustments |
| |
Notes
|
| |
Pro Forma
Combined |
| |||||||||||||||
ASSETS: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 293,646 | | | | | $ | 129,944 | | | | | $ | — | | | | | | | | | | | $ | 423,590 | | |
Investment securities
|
| | | | 3,118,838 | | | | | | 3,020,177 | | | | | | (49,586) | | | | | | A | | | | | | 6,089,429 | | |
Loans held for sale
|
| | | | 41,889 | | | | | | 11,584 | | | | | | — | | | | | | | | | | | | 53,473 | | |
Loans, net of unearned income
|
| | | | 9,527,230 | | | | | | 10,417,187 | | | | | | (350,000) | | | | | | B | | | | | | 19,594,417 | | |
Less: allowance for loan and lease losses
|
| | | | (63,622) | | | | | | (86,100) | | | | | | 86,100 | | | | | | C | | | | | | (63,622) | | |
Total loans, net
|
| | | | 9,463,608 | | | | | | 10,331,087 | | | | | | (263,900) | | | | | | | | | | | | 19,530,795 | | |
Cash surrender value of life insurance
|
| | | | 199,889 | | | | | | 441,064 | | | | | | — | | | | | | | | | | | | 640,953 | | |
Federal Home Loan Bank and Federal Reserve Bank stock, at cost
|
| | | | 135,098 | | | | | | 124,807 | | | | | | — | | | | | | | | | | | | 259,905 | | |
Properties and equipment, net
|
| | | | 57,318 | | | | | | 101,021 | | | | | | 50,000 | | | | | | D | | | | | | 208,339 | | |
Accrued interest receivable
|
| | | | 43,319 | | | | | | 34,994 | | | | | | — | | | | | | | | | | | | 78,313 | | |
Goodwill
|
| | | | 696,600 | | | | | | 185,151 | | | | | | 832,794 | | | | | | E | | | | | | 1,714,545 | | |
Core deposit and other intangible assets, net
|
| | | | 66,353 | | | | | | — | | | | | | 84,274 | | | | | | F | | | | | | 150,627 | | |
Deferred tax asset
|
| | | | 40,548 | | | | | | 93,079 | | | | | | 119,609 | | | | | | G | | | | | | 253,236 | | |
Foreclosed property
|
| | | | 13,619 | | | | | | 15,144 | | | | | | — | | | | | | | | | | | | 28,763 | | |
Other assets
|
| | | | 7,722 | | | | | | 70,600 | | | | | | — | | | | | | | | | | | | 78,322 | | |
Total assets
|
| | | $ | 14,178,447 | | | | | $ | 14,558,652 | | | | | $ | 773,191 | | | | | | | | | | | $ | 29,510,290 | | |
LIABILITIES: | | | | | | | |||||||||||||||||||||||||
Deposits
|
| | | $ | 10,068,259 | | | | | $ | 8,877,055 | | | | | $ | 10,690 | | | | | | H | | | | | $ | 18,956,004 | | |
Other borrowings (federal funds purchased and repurchase agreements)
|
| | | | 16,642 | | | | | | 1,295,000 | | | | | | — | | | | | | | | | | | | 1,311,642 | | |
FHLB borrowings
|
| | | | 1,791,000 | | | | | | 2,090,000 | | | | | | 112,905 | | | | | | I | | | | | | 3,993,905 | | |
Senior Notes
|
| | | | 76,469 | | | | | | — | | | | | | — | | | | | | | | | | | | 76,469 | | |
Subordinated Notes
|
| | | | 172,501 | | | | | | — | | | | | | — | | | | | | | | | | | | 172,501 | | |
Senior unsecured notes
|
| | | | — | | | | | | 249,752 | | | | | | — | | | | | | | | | | | | 249,752 | | |
Mortgage escrow
|
| | | | 13,572 | | | | | | 112,975 | | | | | | — | | | | | | | | | | | | 126,547 | | |
Other liabilities
|
| | | | 184,821 | | | | | | 219,797 | | | | | | — | | | | | | | | | | | | 404,618 | | |
Total liabilities
|
| | | | 12,323,264 | | | | | | 12,844,579 | | | | | | 123,595 | | | | | | | | | | | | 25,291,438 | | |
STOCKHOLDERS’ EQUITY: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Preferred stock
|
| | | | — | | | | | | 129,796 | | | | | | — | | | | | | | | | | | | 129,796 | | |
Common stock
|
| | | | 1,598,698 | | | | | | 832,082 | | | | | | 1,401,791 | | | | | | J | | | | | | 3,832,571 | | |
Treasury stock, at cost
|
| | | | (66,188) | | | | | | (1,346,709) | | | | | | 1,346,709 | | | | | | K | | | | | | (66,188) | | |
Retained earnings
|
| | | | 349,308 | | | | | | 2,155,785 | | | | | | (2,155,785) | | | | | | L | | | | | | 349,308 | | |
Accumulated other comprehensive (loss) income
|
| | | | (26,635) | | | | | | (56,881) | | | | | | 56,881 | | | | | | M | | | | | | (26,635) | | |
Total stockholders’ equity
|
| | | | 1,855,183 | | | | | | 1,714,073 | | | | | | 649,596 | | | | | | | | | | | | 4,218,852 | | |
Total liabilities and stockholders’ equity
|
| | | $ | 14,178,447 | | | | | $ | 14,558,652 | | | | | $ | 773,191 | | | | | | | | | | | $ | 29,510,290 | | |
|
(Dollars in thousands except per share amounts)
|
| |
Sterling
Historical |
| |
Astoria
Historical |
| |
Pro Forma
Merger Adjustments |
| |
Notes
|
| |
Pro Forma
Combined |
| |||||||||||||||
Interest income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans
|
| | | $ | 390,847 | | | | | $ | 378,312 | | | | | $ | 33,333 | | | | | | N | | | | | $ | 802,492 | | |
Investment securities
|
| | | | 66,209 | | | | | | 69,966 | | | | | | 9,917 | | | | | | O | | | | | | 146,092 | | |
Other earning assets
|
| | | | 4,495 | | | | | | 6,595 | | | | | | — | | | | | | | | | | | | 11,090 | | |
Total interest income
|
| | | | 461,551 | | | | | | 454,873 | | | | | | 43,250 | | | | | | | | | | | | 959,674 | | |
Interest expense: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Deposits
|
| | | | 33,189 | | | | | | 26,899 | | | | | | (2,138) | | | | | | P | | | | | | 57,950 | | |
Borrowings
|
| | | | 24,093 | | | | | | 96,360 | | | | | | (37,635) | | | | | | Q | | | | | | 82,818 | | |
Total interest expense
|
| | | | 57,282 | | | | | | 123,259 | | | | | | (39,773) | | | | | | | | | | | | 140,768 | | |
Net interest income
|
| | | | 404,269 | | | | | | 331,614 | | | | | | 83,023 | | | | | | | | | | | | 818,906 | | |
Provision for loan losses charged (credited)
to operations |
| | | | 20,000 | | | | | | (9,151) | | | | | | — | | | | | | | | | | | | 10,849 | | |
Net interest income after provision
|
| | | | 384,269 | | | | | | 340,765 | | | | | | 83,023 | | | | | | | | | | | | 808,057 | | |
Non-interest income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts receivable management
|
| | | | 17,695 | | | | | | — | | | | | | — | | | | | | | | | | | | 17,695 | | |
Mortgage banking
|
| | | | 6,173 | | | | | | 3,726 | | | | | | — | | | | | | | | | | | | 9,899 | | |
Service charges
|
| | | | 15,166 | | | | | | 28,594 | | | | | | — | | | | | | | | | | | | 43,760 | | |
Securities gains, net
|
| | | | 7,522 | | | | | | 86 | | | | | | — | | | | | | | | | | | | 7,608 | | |
Other
|
| | | | 24,431 | | | | | | 18,556 | | | | | | — | | | | | | | | | | | | 42,987 | | |
Total non-interest income
|
| | | | 70,987 | | | | | | 50,962 | | | | | | — | | | | | | | | | | | | 121,949 | | |
Non-interest expense: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Salaries and benefits
|
| | | | 125,916 | | | | | | 146,723 | | | | | | — | | | | | | | | | | | | 272,639 | | |
Stock based compensation plans
|
| | | | 6,518 | | | | | | 4,097 | | | | | | — | | | | | | | | | | | | 10,615 | | |
Occupancy and equipment
|
| | | | 34,486 | | | | | | 77,418 | | | | | | 1,500 | | | | | | R | | | | | | 113,404 | | |
Amortization of intangible assets
|
| | | | 12,416 | | | | | | — | | | | | | 15,949 | | | | | | S | | | | | | 28,365 | | |
Deposit insurance
|
| | | | 8,240 | | | | | | 12,192 | | | | | | — | | | | | | | | | | | | 20,432 | | |
Merger-related expense
|
| | | | 265 | | | | | | — | | | | | | — | | | | | | | | | | | | 265 | | |
Other
|
| | | | 60,061 | | | | | | 39,040 | | | | | | — | | | | | | | | | | | | 99,101 | | |
Total non-interest expenses
|
| | | | 247,902 | | | | | | 279,470 | | | | | | 17,449 | | | | | | | | | | | | 544,821 | | |
Income before income taxes
|
| | | | 207,354 | | | | | | 112,257 | | | | | | 65,574 | | | | | | | | | | | | 385,185 | | |
Provision for income taxes
|
| | | | 67,382 | | | | | | 40,728 | | | | | | 25,902 | | | | | | T | | | | | | 134,012 | | |
Net income
|
| | | | 139,972 | | | | | | 71,529 | | | | | | 39,672 | | | | | | | | | | | | 251,173 | | |
Preferred stock dividends
|
| | | | — | | | | | | 8,775 | | | | | | — | | | | | | | | | | | | 8,775 | | |
Net income available to common stockholders
|
| | | $ | 139,972 | | | | | $ | 62,754 | | | | | $ | 39,672 | | | | | | | | | | | $ | 242,398 | | |
Per Common Share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings basic
|
| | | $ | 1.07 | | | | | $ | 0.62 | | | | | | | | | | | | | | | | | $ | 1.11 | | |
Earnings diluted
|
| | | | 1.07 | | | | | | 0.62 | | | | | | | | | | | | | | | | | | 1.11 | | |
Dividends declared per common share
|
| | | | 0.28 | | | | | | 0.16 | | | | | | | | | | | | | | | | | | 0.28 | | |
Weighted average common shares: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | 130,607,994 | | | | | | 100,388,802 | | | | | | | | | | | | | | | | | | 218,448,196 | | |
Diluted
|
| | | | 131,234,462 | | | | | | 100,388,802 | | | | | | | | | | | | | | | | | | 219,074,664 | | |
| | |
December 31, 2016
|
| |||
| | |
(Dollars in thousands)
|
| |||
| | | |||||
A. Adjustments to investment portfolio | | | |||||
To reflect mark down on the fair value of the held-to-maturity investments portfolio
|
| | | $ | (49,586) | | |
B. Adjustments to loans, net of unearned income | | | |||||
To reflect expected credit loss in Astoria’s portfolio loans
|
| | | $ | (150,000) | | |
To reflect interest rate mark down on the value of Astoria’s portfolio loans
|
| | | | (163,171) | | |
To eliminate deferred loan fees
|
| | | | (36,829) | | |
| | | | $ | (350,000) | | |
C. Adjustment to allowance for loan losses | | | |||||
To remove Astoria’s allowance at merger date as the credit risk is contemplated in the fair value adjustment in adjustment B above
|
| | | $ | 86,100 | | |
D. Adjustment to properties and equipment, net | | | |||||
To reflect estimated fair value of Astoria’s properties and equipment at merger date, based on third-party estimates
|
| | | $ | 50,000 | | |
E. Adjustment to goodwill, net | | | |||||
To reflect goodwill created as a result of the merger
|
| | | $ | 1,017,945 | | |
To reflect elimination of Astoria’s goodwill at merger date
|
| | | | (185,151) | | |
| | | | $ | 832,794 | | |
F. Adjustment to core deposit intangible, net | | | |||||
To record the estimated fair value of acquired identifiable intangible assets, calculated as 1.00% of Astoria’s total deposits less jumbo time deposits. The acquired core deposit intangible will be amortized over 10 years using the sum-of-the-years-digits method
|
| | | $ | 84,274 | | |
| | |
December 31, 2016
|
| |||
| | |
(Dollars in thousands)
|
| |||
| | | |||||
G. Adjustments to deferred tax asset | | | |||||
To reflect reduction in deferred tax asset as a result of the merger fair value adjustments
|
| | |||||
Adjustment to investment securities
|
| | | $ | 49,586 | | |
Adjustment to loans - expected lifetime credit losses, interest rate adjustment and loan fees
|
| | | | 350,000 | | |
Adjustment to allowance for loan losses
|
| | | | (86,100) | | |
Adjustment to properties and equipment, net
|
| | | | (50,000) | | |
Adjustment to core deposit intangible, net
|
| | | | (84,274) | | |
Adjustment to deposits
|
| | | | 10,690 | | |
Adjustment to borrowings
|
| | | | 112,905 | | |
Subtotal for fair value adjustments
|
| | | | 302,807 | | |
Calculated deferred taxes at estimated statutory rate of 39.5%
|
| | | | 119,609 | | |
H. Adjustments to deposits | | | |||||
To record estimated fair value based on current market rates for similar products. The adjustment will be accreted into income over the estimated lives of the deposits
|
| | | $ | 10,690 | | |
I. Adjustment to borrowings | | | |||||
To record estimated fair value of assumed borrowings based on market rates for similar
products. The adjustment will be accreted into income over the remaining lives of the borrowings |
| | | $ | 112,905 | | |
J. Adjustments to stockholders’ equity | | | |||||
To eliminate historical Astoria’s common stock
|
| | | $ | (832,082) | | |
To reflect issuance of common stock to Astoria stockholders
|
| | | | 2,233,873 | | |
| | | | $ | 1,401,791 | | |
K. Adjustment to treasury stock, at cost | | | |||||
To eliminate Astoria’s treasury stock, at cost
|
| | | $ | 1,346,709 | | |
L. Adjustments to retained earnings | | | |||||
To eliminate Astoria’s retained earnings
|
| | | $ | (2,155,785) | | |
M. Adjustment to accumulated other comprehensive income | | | |||||
To eliminate Astoria’s accumulated other comprehensive income
|
| | | $ | 56,881 | | |
| | |
Twelve Months Ended
December 31, 2016 |
| |||
| | |
(Dollars in thousands)
|
| |||
N. Adjustment to loan interest income | | | |||||
To reflect accretion of loan discount from interest rate fair value adjustment over an estimated six year average life
|
| | | $ | 33,333 | | |
O. Adjustment to investment securities interest income | | | |||||
To reflect accretion of investment securities discount from fair value adjustment over an estimated five year average life
|
| | | $ | 9,917 | | |
P. Adjustment to deposit interest expense | | | |||||
To reflect accretion of deposit premium from fair value adjustment over an estimated five year average life
|
| | | $ | (2,138) | | |
Q. Adjustment to borrowings interest expense | | | |||||
To reflect accretion of borrowings premium from fair value adjustment over an estimated three year average life
|
| | | $ | (37,635) | | |
R. Adjustment to occupancy | | | |||||
To reflect additional depreciation expense resulting from premises and equipment fair value adjustment. Depreciation based on estimated useful life of 20 years
|
| | | $ | 1,500 | | |
S. Adjustment to other non-interest expense | | | |||||
To reflect amortization of acquired identifiable intangible assets based on amortization
period of 10 years and using the sum-of-the-years-digits method of amortization |
| | | $ | 15,949 | | |
T. Adjustment to income tax provision | | | |||||
To reflect the income tax effect of pro forma adjustments N-S at estimated marginal tax
rate of 39.5% |
| | | $ | 25,902 | | |
| | |
(Dollars in thousands)
|
| |||
Assets: | | | | | | | |
Cash and cash equivalents
|
| | | $ | 129,944 | | |
Investment securities
|
| | | | 2,970,591 | | |
Loans held for sale
|
| | | | 11,584 | | |
Loans, net of unearned income
|
| | | | 10,067,187 | | |
Less: allowance for loan and lease losses
|
| | | | — | | |
Total loans, net
|
| | | | 10,067,187 | | |
Cash surrender value of life insurance
|
| | | | 441,064 | | |
Federal Home Loan Bank stock, at cost
|
| | | | 124,807 | | |
Properties and equipment, net
|
| | | | 151,021 | | |
Accrued interest receivable
|
| | | | 34,994 | | |
Goodwill
|
| | | | 1,017,945 | | |
Core deposit and other intangible assets, net
|
| | | | 84,274 | | |
Deferred tax asset
|
| | | | 212,688 | | |
Foreclosed property
|
| | | | 15,144 | | |
Other assets
|
| | | | 70,600 | | |
Total assets
|
| | | | 15,331,843 | | |
Liabilities: | | | |||||
Deposits
|
| | | | 8,887,745 | | |
Other borrowings (federal funds purchased and repurchase agreements)
|
| | | | 1,295,000 | | |
FHLB borrowings
|
| | | | 2,202,905 | | |
Senior unsecured notes
|
| | | | 249,752 | | |
Mortgage escrow
|
| | | | 112,975 | | |
Other liabilities
|
| | | | 219,797 | | |
Total liabilities
|
| | | | 12,968,174 | | |
Preferred stock
|
| | | | 129,796 | | |
Total liabilities and preferred stock assumed
|
| | | | 13,097,970 | | |
Fair value of net assets acquired
|
| | | $ | 2,233,873 | | |
|
|
ASTORIA
|
| |
STERLING
|
|
|
AUTHORIZED CAPITAL STOCK
|
| |||
| The Astoria charter authorizes Astoria to issue up to 200 million shares of common stock, par value $0.01 per share, and 5 million shares of preferred stock, par value $1.00 per share. As of the Astoria record date, there were 101,725,639 shares of Astoria common stock outstanding, and 135,000 shares of Astoria preferred stock outstanding. | | | Sterling’s certificate of incorporation authorizes it to issue up to 190,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share. As of the record date for the Sterling special meeting, there were 135,593,374 shares of Sterling common stock outstanding, and no shares of Sterling preferred stock outstanding. In connection with the merger, Sterling is asking its stockholders to approve an amendment to the Sterling charter to increase the number of authorized shares of its common stock by 120 million to 310 million. | |
|
VOTING LIMITATIONS
|
| |||
| The Astoria charter provides that, with limited exception, stockholders who beneficially own in excess of 10% of the then-outstanding shares of common stock of Astoria are not entitled to any vote with respect to shares held in excess of 10% of the then-outstanding shares of Astoria common stock (which we refer to as the “Astoria Limit”). A person or entity is deemed to beneficially own shares that are owned by an affiliate as well as persons acting in concert with such person or entity. Astoria common stockholders are not entitled to cumulate their votes in the election of directors. | | | Same provisions as Astoria with respect to voting limitations. | |
|
RIGHTS OF PREFERRED STOCK
|
| |||
| The Astoria charter provides that the Astoria board of directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of shares of preferred stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware (such certificate being hereinafter referred to as a “Preferred Stock Designation”), to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences, and rights of the shares of each such series and any qualifications, | | |
Same provisions as Astoria with respect to the issuance of preferred stock.
As of the Sterling record date, there were no shares of Sterling preferred stock outstanding; however, in connection with the merger, Sterling expects to issue an amount of preferred stock equal to the amount of Astoria preferred stock issued and outstanding immediately prior to the effective time of the merger. But for the par value of the securities, the Sterling preferred stock will have terms that are identical to the terms of the outstanding Astoria preferred stock.
|
|
|
ASTORIA
|
| |
STERLING
|
|
| limitations, or restrictions thereof. The number of authorized shares of preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the common stock, without a vote of the holders of the preferred stock or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any Preferred Stock Designation. | | | | |
| As of the Astoria record date, there were 135,000 shares of Astoria preferred stock outstanding. | | | ||
|
SIZE OF BOARD OF DIRECTORS
|
| |||
|
The Astoria charter currently provides that the size of Astoria’s board of directors is fixed from time to time exclusively by the board of directors pursuant to a resolution adopted by a majority of the authorized directorships of the board (whether or not any vacancies exist), which we refer to as the “whole board.” The number of directors that constitute the whole board of Astoria is such number as the board of directors designates, except in the absence of such designation, the number of directors is eight.
The current size of Astoria’s board of directors is eight.
|
| |
The Sterling charter currently provides that the size of Sterling’s board of directors is fixed from time to time exclusively by the board of directors pursuant to a resolution adopted by the whole board. The Sterling bylaws currently provide that the number of directors who shall constitute the whole board of Sterling shall be such number as the majority of the whole board shall from time to time have designated.
The current number of directors designated by the board is sixteen, which will be reduced to eleven directors upon Sterling’s 2017 annual meeting of stockholders. In connection with the merger agreement, at the effective time of the merger, four then-former Astoria directors will be appointed to Sterling’s board of directors.
|
|
|
CLASSES OF DIRECTORS
|
| |||
| Astoria’s board of directors (other than directors elected by the holders of any class or series of preferred stock) is divided into three classes, with each class of directors serving for successive three-year terms so that each year, the term of only one class of directors expires. | | | The Sterling board is not classified; all directors are elected annually. | |
|
REMOVAL OF DIRECTORS
|
| |||
| The Astoria charter provides that a director may be removed from office at any time, but only for cause and only by the affirmative vote of holders of 80% of shares entitled to vote in the election of directors, voting together as a single class. | | | Same provision as the Astoria charter. | |
|
FILLING VACANCIES ON THE BOARD OF DIRECTORS
|
| |||
| The Astoria charter provides that, subject to the rights of the holders of any series of preferred stock then outstanding, newly created directorships resulting from any increase in the number of directors or any vacancies in the board of directors resulting from death, resignation, retirement, disqualification, removal from office, or other cause may be filled only by a majority vote of the directors then in office, even though less than a quorum. The | | | Same provision as the Astoria charter regarding filling of vacancies, however, the term of any director elected to fill a vacancy shall expire at the next meeting of stockholders. | |
|
ASTORIA
|
| |
STERLING
|
|
| term of any director elected to fill a vacancy shall expire at the next meeting of stockholders at which the term of office of the class to which such director has been chosen expires. No decrease in the number of directors constituting the board of directors shortens the term of any incumbent director. | | | | |
|
SPECIAL MEETINGS OF STOCKHOLDERS
|
| |||
| The Astoria charter provides that special meetings of the stockholders of Astoria, other than those required by statute, may be called at any time by the board of directors pursuant to a resolution adopted by a majority of the whole board. | | | Same provision as the Astoria charter. | |
|
QUORUM
|
| |||
| Under the Astoria charter and bylaws, at any meeting of stockholders, the holders of a majority of all the shares of stock entitled to vote at the meeting (excluding any shares held by any stockholder in excess of the Astoria Limit), present in person or by proxy, constitute a quorum for all meetings of stockholders, unless or to the extent that the presence of a larger number may be required by law. Where a separate vote by a class or classes is required, a majority of those represented in person or by proxy shall constitute a quorum entitled to take action with respect to the vote on that matter. If a quorum fails to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting. | | | Same provisions as the Astoria charter and bylaws. | |
|
NOTICE OF STOCKHOLDER MEETINGS
|
| |||
| Astoria’s bylaws provide that written notice of the place, date, and time of all meetings of the stockholders must be given, not less than 10 and not more than 60 days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting. When a meeting is adjourned to another place, date, or time, and the date of the adjourned meeting is more than 30 days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting must be given in conformity with the previous sentence. | | | Same provision as the Astoria bylaws. | |
|
ADVANCE NOTICE OF STOCKHOLDER PROPOSALS
|
| |||
|
Astoria’s bylaws establish an advance notice procedure with regard to nominations and other business proposals to be brought before Astoria’s annual meeting but not included in Astoria’s proxy statement or form of proxy for that meeting.
To be properly brought before an annual meeting by a stockholder, the business must relate to a proper
|
| | Sterling’s bylaws establish an advance notice procedure with regard to nominations and other business proposals to be brought before Sterling’s annual meeting but not included in Sterling’s proxy statement or form of proxy for that meeting. For nominations or other business to be properly brought before an annual meeting by a stockholder, (1) the | |
|
ASTORIA
|
| |
STERLING
|
|
|
subject matter for stockholder action and the stockholder must have given timely notice thereof in writing to the Secretary of Astoria. To be timely, a stockholder’s notice must be delivered or mailed to and received at the principal executive office of Astoria not less than ninety (90) days prior to the date of the annual meeting; provided, however, that in the event that less than one hundred (100) days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder must be received not later than the close of business on the 10th day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made to be timely. The notice must contain specified information, as set forth in Astoria’s bylaws.
|
| |
stockholder must have given timely notice thereof in writing to Sterling’s Secretary, (2) such business must be a proper matter for stockholder action under the DGCL, (3) if the stockholder, or the beneficial owner on whose behalf any such proposal or nomination is made, has provided Sterling with a solicitation notice, such stockholder or beneficial owner must, in the case of a proposal, have delivered a proxy statement and form of proxy to holders of at least the percentage of Sterling’s voting shares required under applicable law to carry any such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement and form of proxy to holders of a percentage of Sterling’s voting shares reasonably believed by such stockholder or beneficial holder to be sufficient to elect the nominee or nominees proposed to be nominated by such stockholder, and must, in either case, have included in such materials a solicitation notice stating that such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the percentage of Sterling’s voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Sterling’s voting shares to elect such nominee or nominees and (4) if no solicitation notice relating thereto has been timely provided, the stockholder or beneficial owner proposing such business or nomination must not have solicited a number of proxies sufficient to have required the delivery of such a solicitation notice.
To be timely, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of Sterling not less than 90 days prior to the date of Sterling’s proxy materials for the preceding year’s annual meeting of stockholders; provided, however, that if the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the 10th day following the day on which public announcement of the date of such meeting is first made. The notice must contain specified information, as set forth in Sterling’s bylaws.
Stockholder nominations of persons for election to the board of directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to Sterling’s notice of meeting by any stockholder of record of Sterling who is a stockholder of record at the time of giving of notice
|
|
|
ASTORIA
|
| |
STERLING
|
|
| | | | provided for in this paragraph, who is entitled to vote at the meeting and who complies with the same notice procedures applicable to stockholder nominations at an annual meeting of stockholders. Nominations by stockholders of persons for election to the board of directors may be made at such a special meeting of stockholders if the stockholder’s notice is delivered to the Secretary at the principal executive offices of Sterling not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the board of directors to be elected at such meeting. | |
|
ANTI-TAKEOVER PROVISIONS AND OTHER STOCKHOLDER PROTECTIONS
|
| |||
|
The Astoria charter provides that any “Business Combination” (as defined below) involving Astoria and an Interested Stockholder must be approved by the holders of at least 80% of the voting power of the outstanding shares of stock entitled to vote, unless either a majority of the “Disinterested Directors” (as defined in the certificate) of Astoria has approved the Business Combination or the terms of the proposed Business Combination satisfy certain minimum price and other standards.
For purposes of these provisions, a “Business Combination” is defined to include: (i) any merger or consolidation of Astoria or any subsidiary with or into an Interested Stockholder or affiliate of an Interested Stockholder; (ii) the disposition of the assets of Astoria or any subsidiary having an aggregate value of 25% or more of the combined assets of Astoria and its subsidiaries; (iii) the issuance or transfer by Astoria or any subsidiary of any of its securities to any Interested Stockholder or affiliate of an Interested Stockholder in exchange for cash, securities, or other property having an aggregate value of 25% or more of the outstanding common stock of Astoria and its subsidiaries; (iv) any reclassification of securities or recapitalization that would increase the proportionate share of any class of equity or convertible securities owned by an Interested Stockholder or affiliate of an Interested Stockholder; and (v) the adoption of any plan for the liquidation or dissolution of Astoria proposed by, or on behalf of, an Interested Stockholder or an affiliate of an Interested Stockholder.
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| | Same anti-takeover provisions and other stockholder protections as Astoria, except (1) any Business Combination (as defined in the Sterling charter) involving Sterling and an Interested Stockholder must be approved by the holders of at least 80% of the voting power of the outstanding shares of stock entitled to vote, unless either two-thirds of the Disinterested Directors (as defined in the Sterling charter) has approved the Business Combination or the terms of the proposed Business Combination satisfy certain minimum price and other standards, and (2) the Sterling board is not classified and all directors are elected annually. | |
| For purposes of these provisions, an “Interested Stockholder” includes: (i) any person (with certain exceptions) who is the beneficial owner of more than 10% of Astoria’s outstanding common stock; (ii) any | | |
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ASTORIA
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STERLING
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| affiliate of Astoria which is the beneficial owner of more than 10% of Astoria’s common stock during the prior two years; or (iii) any assignee of or otherwise succeeded to any shares of Astoria common stock that were beneficially owned by an “Interested Stockholder” during the prior two years in a transaction not involving a public offering. | | | ||
| Section 203 of the DGCL prohibits business combinations, including mergers, sales and leases of assets, issuances of securities, and similar transactions by a corporation or a subsidiary, with an interested stockholder, which is someone who beneficially owns 15% or more of a corporation’s voting stock, within three years after the person or entity becomes an interested stockholder, unless: (i) the transaction that caused the person to become an interested stockholder was approved by the board of directors of the target prior to the transaction; (ii) after the completion of the transaction in which the person becomes an interested stockholder, the interested stockholder holds at least 85% of the voting stock of the corporation, not including (a) shares held by persons who are both officers and directors of the issuing corporation, and (b) shares held by specified employee benefit plans; (iii) after the person becomes an interested stockholder, the business combination is approved by the board of directors and holders of at least 66-2/3% of the outstanding voting stock, excluding shares held by the interested stockholder; or (iv) the transaction is one of certain business combinations that are proposed after the corporation had received other acquisition proposals, and that are approved or not opposed by a majority of certain continuing members of the board of directors, as specified in the DGCL. | | | ||
| A Delaware corporation may elect not to be governed by Section 203. Astoria has not made an election to be exempt from the requirements of Section 203 of the DGCL. | | | ||
| The Astoria charter provides additional provisions that may serve as takeover protections, including a provision providing for a classified board of directors. The Astoria directors are divided into three classes, as nearly equal in number as reasonably possible, with the term of office of the first class to expire at the first annual meeting of stockholders, the term of office of the second class to expire at the annual meeting of stockholders one year thereafter, and the term of office of the third class to expire at the annual meeting of stockholders two years thereafter, with each director to hold office until his | | |
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ASTORIA
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STERLING
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| or her successor shall have been duly elected and qualified. At each annual meeting of stockholders following such initial classification and election, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each director to hold office until his or her successor shall have been duly elected and qualified. | | | ||
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LIMITATION OF PERSONAL LIABILITY OF OFFICERS AND DIRECTORS
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| The Astoria charter provides that a director of Astoria will not be personally liable to Astoria or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to Astoria or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of Astoria will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. | | | Same provision as the Astoria charter. | |
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INDEMNIFICATION OF DIRECTORS AND OFFICERS AND INSURANCE
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| Section 145 of the DGCL permits, under certain circumstances, the indemnification of any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving in a similar capacity for another enterprise at the request of the corporation if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal proceedings, had no reasonable cause to believe that his or her conduct was unlawful. To the extent that a present or former director or officer of the corporation has been successful in defending any such proceeding, the DGCL provides that he or she shall be indemnified against expenses (including attorneys’ fees), actually and reasonably incurred by him in connection therewith. With respect to a proceeding by or in the right of the corporation, such person may be indemnified against expenses (including attorneys’ fees), actually and reasonably incurred, if he or she acted in good faith and in a | | | Same provision as the Astoria charter. | |
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ASTORIA
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STERLING
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| manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation. The DGCL provides, however, that indemnification shall not be permitted in such a proceeding if such person is adjudged liable to the corporation unless, and only to the extent that, the Delaware Court of Chancery or the court in which such action or suit was brought determines upon application that, despite the adjudication of liability, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court deems proper. The DGCL permits a corporation to advance expenses incurred by a proposed indemnitee in advance of final disposition of the proceeding, provided that the indemnitee undertakes to repay such advanced expenses if it is ultimately determined that he is not entitled to indemnification. Also, a corporation may purchase insurance on behalf of an indemnitee against any liability asserted against him in his designated capacity, whether or not the corporation itself would be empowered to indemnify him against such liability. | | | | |
| The Astoria charter provides that current or former directors or officers shall be indemnified and held harmless by Astoria to the fullest extent authorized by Astoria against all expense, liability, and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) reasonably incurred or suffered by such officer or director; provided, however, that Astoria shall (with limited exceptions) indemnify an officer or director in connection with a proceeding (or part thereof) initiated by such officer or director only if such proceeding (or part thereof) was authorized by the board of directors of Astoria. Astoria may advance expenses to officers and directors, provided that if required by the DGCL, such advancement of expenses shall only be made if the director or officer seeking such advancement provides Astoria with a written undertaking to repay the advance if it is ultimately determined by a final judicial decision from which there is no further right to appeal that the officer or director is not entitled to the advancement of expenses. The Astoria charter provides that Astoria may maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of Astoria or another corporation, partnership, joint venture, trust, or other enterprise against any expense, liability, or loss, whether or not Astoria would have the power to indemnify such person against such expense, liability, or loss under the DGCL. | | |
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STERLING
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AMENDMENTS TO CERTIFICATE OF INCORPORATION AND BYLAWS
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| The DGCL provides that the Astoria charter generally may be amended upon the adoption of a resolution by the board of directors and approval by the holders of a majority of the outstanding shares entitled to vote. | | | Same provision as the Astoria charter and bylaws, except that the Sterling charter provides for all directors to be elected annually and Sterling applies the 80% threshold to amendment or repeal of this provision. | |
| Pursuant to the Astoria charter, the affirmative vote of the holders of at least 80% of the voting power of all of the then-outstanding shares of the capital stock of Astoria entitled to vote generally in the election of directors (excluding any shares held in excess of the Astoria Limit), voting together as a single class, is required to amend or repeal provisions of the certificate of incorporation related to amendment of the certificate of incorporation, limitations on voting of holders of more than 10% of Astoria’s common stock, stockholder action by written consent, persons authorized to call special meetings of Astoria common stockholders, classification and removal of directors and the filling of board vacancies, the adoption, amendment, or repeal of Astoria’s bylaws, the approval of certain business combinations and director and officer indemnification by Astoria. | | | ||
| Astoria’s bylaws may be amended either by a majority of the whole board or by a vote of the holders of at least 80% of the voting power of all of the then-outstanding shares of the capital stock of Astoria entitled to vote generally in the election of directors, voting as a single class. | | | ||
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ACTION BY WRITTEN CONSENT OF THE STOCKHOLDERS
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| Under the Astoria charter, subject to the rights of any class or series of preferred stock of Astoria, any action required or permitted to be taken by the stockholders of Astoria at an annual or special meeting must be effected at a duly called annual or special meeting of stockholders of Astoria, and may not be effected by any consent in writing by such stockholders. | | | Same provision as the Astoria charter. | |
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STOCKHOLDER RIGHTS PLAN
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| Astoria does not have a stockholder rights plan in effect. | | | Sterling does not have a stockholder rights plan in effect. | |
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Sterling Common Stock
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Astoria Common Stock
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High
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Low
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Dividend(1)
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Low
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Dividend
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Quarter Ended: | | | | | | | | ||||||||||||||||||||||||||||||
March 31, 2017
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| | | $ | 25.85 | | | | | $ | 22.35 | | | | | $ | 0.07 | | | | | $ | 21.66 | | | | | $ | 18.66 | | | | | $ | 0.04 | | |
December 31, 2016
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| | | | 24.65 | | | | | | 16.75 | | | | | | 0.07 | | | | | | 19.05 | | | | | | 14.11 | | | | | | 0.04 | | |
September 30, 2016
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| | | | 17.90 | | | | | | 15.14 | | | | | | 0.07 | | | | | | 15.82 | | | | | | 14.31 | | | | | | 0.04 | | |
June 30, 2016
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| | | | 16.97 | | | | | | 14.55 | | | | | | 0.07 | | | | | | 16.06 | | | | | | 14.39 | | | | | | 0.04 | | |
March 31, 2016
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| | | | 16.19 | | | | | | 13.44 | | | | | | 0.07 | | | | | | 16.12 | | | | | | 13.92 | | | | | | 0.04 | | |
December 31, 2015
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| | | | 17.75 | | | | | | 14.24 | | | | | | 0.07 | | | | | | 18.13 | | | | | | 15.15 | | | | | | 0.04 | | |
September 30, 2015
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| | | | 15.26 | | | | | | 13.20 | | | | | | 0.07 | | | | | | 17.16 | | | | | | 13.34 | | | | | | 0.04 | | |
June 30, 2015
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| | | | 15.04 | | | | | | 12.82 | | | | | | 0.07 | | | | | | 14.10 | | | | | | 12.67 | | | | | | 0.04 | | |
March 31, 2015
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| | | | 14.40 | | | | | | 13.00 | | | | | | 0.07 | | | | | | 13.44 | | | | | | 12.20 | | | | | | 0.04 | | |
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Sterling
Common Stock |
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Astoria
Common Stock |
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Implied Value
of One Share of Astoria Common Stock |
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March 6, 2017
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| | | $ | 25.05 | | | | | $ | 18.48 | | | | | $ | 21.92 | | |
April 28, 2017
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| | | $ | 23.25 | | | | | $ | 20.39 | | | | | $ | 20.34 | | |
Sterling SEC Filings
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Period or Date Filed
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Annual Report on Form 10-K | | | Year ended December 31, 2016 | |
Current Reports on Form 8-K | | | Filed on March 9, 2017 and January 25, 2017 (other than the portions of those documents not deemed to be filed) | |
Definitive Proxy Statement on Schedule 14A | | | Filed April 13, 2017 | |
Astoria SEC Filings
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Period or Date Filed
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Annual Report on Form 10-K and 10-K/A | | | Year ended December 31, 2016, as amended on April 13, 2017 | |
Current Reports on Form 8-K | | | Filed on April 7, 2017, March 22, 2017, March 17, 2017, March 9, 2017, March 7, 2017, January 27, 2017, January 26, 2017 and January 11, 2017 (other than the portions of those documents not deemed to be filed) | |
Definitive Proxy Statement on Schedule 14A | | | Filed November 11, 2016 | |
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Sterling Bancorp
400 Rella Blvd. Montebello, New York 10901 Attention: Investor Relations Telephone: (845) 369-8040 |
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Astoria Financial Corporation
One Astoria Bank Plaza Lake Success, New York 11042 Attention: Investor Relations Telephone: (516) 327-7877 |
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A-46
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Acquisition Proposal | | |
A-38
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A-46
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A-1
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Bank Merger | | |
A-3
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Bank Merger Agreement | | |
A-3
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Bank Merger Certificates | | |
A-3
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BHC Act | | |
A-7
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Blue Sky | | |
A-9
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A-46
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Certificate of Merger | | |
A-1
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certificates | | |
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Charter Amendment | | |
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Chosen Courts | | |
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Company 401(k) Plan | | |
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Company Bank | | |
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Company Benefit Plans | | |
A-12
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Company Bylaws | | |
A-7
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Company Certificate | | |
A-7
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Company Common Stock | | |
A-1
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Company Contract | | |
A-15
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Company Disclosure Schedule | | |
A-6
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Company Equity Awards | | |
A-2
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Company Indemnified Parties | | |
A-36
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Company Insiders | | |
A-39
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Company Meeting | | |
A-33
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Company Owned Properties | | |
A-16
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Company Qualified Plans | | |
A-13
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Company Real Property | | |
A-17
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Company Regulatory Agreement | | |
A-16
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Company Reports | | |
A-9
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Company Restricted Stock Award | | |
A-2
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Company Restricted Stock Unit Award | | |
A-2
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Company Series C Preferred Stock | | |
A-3
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Company Stock Plans | | |
A-3
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Company Subsidiary | | |
A-7
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Confidentiality Agreement | | |
A-33
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Continuing Employees | | |
A-34
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A-13
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DGCL | | |
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A-8
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A-16
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Federal Reserve Board | | |
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the date hereof | | |
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