By Jennifer Chiou
New York, Dec. 19 - Valley National Bancorp filed an S-3ASR registration with the Securities and Exchange Commission for the U.S. Treasury to resell the $300 million series A fixed-rate cumulative perpetual preferred stock it purchased from the bank.
As already reported, the company issued the preferreds on Nov. 14 under the Capital Purchase Program of the Treasury's Trouble Asset Relief Program.
The non-voting preferreds pay dividends at 5% per year for five years and then at 9% per year.
The preferreds are callable at par after three years. Valley can call them earlier if it funds the repurchase with proceeds from an equity offering and if it calls at least 25% of the preferreds.
As long as the Treasury continues to own any of the preferreds, Valley cannot pay dividends on its common stock or other preferreds unless all dividends on the series A preferreds have been paid in full, and Valley cannot repurchase preferreds from any other holder unless it offers to purchase the same amount from the Treasury.
Valley cannot increase the cash dividend on its common stock or repurchase any common stock without the consent of the Treasury until the earlier of Nov. 14, 2011, the Treasury transfers the preferreds or the preferreds are redeemed.
In addition to the preferreds issued to the Treasury, the company has retained 29.7 million blank check preferreds.
The filing also covers a warrant for the purchase of 2,297,090 shares of common stock with an initial per-share exercise price of $19.59 for a total of $45 million. The warrant was immediately exercisable and expires on Nov. 14, 2018.
Valley National is a Wayne, N.J.-based regional bank holding company.
| Issuer: | Valley National Bancorp
|
| Issue: | Series A fixed-rate cumulative perpetual preferred stock
|
| Amount: | $300 million
|
| Dividends: | 5% for five years, then 9%; payable quarterly
|
| Price: | $1,000
|
| Call option: | At par after three years
|
| Warrant: | For 2,297,090 shares of common stock
|
| Warrant exercise price: | $19.59
|
| Investor: | U.S. Treasury
|
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