8-K
filed May 16, 2024, 7:59 PM ET
ticker PFS
CIK 0001178970
M&A
confidence high
sentiment positive
materiality 0.90
PROVIDENT FINANCIAL SERVICES INC (PFS): M&A transaction — Provident completes merger with Lakeland Bancorp; combined assets $24.5B
PROVIDENT FINANCIAL SERVICES INC
- Lakeland shareholders receive 0.8319 PFS shares per share; combined ownership 58% Provident, 42% Lakeland.
- Pro forma combined: $24.5B assets, $18.8B loans, $18.6B deposits, $2.3B equity; 140 branches.
- Assumed $49.8M trust preferred securities and $150M 2.875% sub notes due 2031.
- Board expanded to 14; Thomas Shara appointed Executive Vice Chairman; five former Lakeland directors added.
- Several Lakeland executives appointed to key roles: Timothy Matteson (CAO), James Nigro (CCO), John Rath (CLO).
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
PROVIDENT FINANCIAL SERVICES INC incurred senior notes of $150.0 million at 2.875% fixed-to-floating rate maturing September 15, 2031.
- Instrument
- senior notes
- Principal
- $150.0 million
- Rate
- 2.875% fixed-to-floating rate
- Maturity
- September 15, 2031
- Event
- incurrence
Exact text from the filing
$150.0 million aggregate principal amount of 2.875% fixed-to-floating rate subordinated notes due September 15, 2031
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas J. Shara was appointed as Executive Vice Chairman at PROVIDENT FINANCIAL SERVICES INC.
- Action
- appointed
- Role
- Executive Vice Chairman
Exact text from the filing
effective as of the Effective Time, Mr. Shara, the President and Chief Executive Officer of Lakeland prior to the Effective Time, was appointed Executive Vice Chairman of Provident.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Terence Gallagher resigned as Director at PROVIDENT FINANCIAL SERVICES INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
at the Effective Time, Terence Gallagher and Robert McNerney (the “Resigning Directors”) resigned as members of the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert McNerney resigned as Director at PROVIDENT FINANCIAL SERVICES INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
at the Effective Time, Terence Gallagher and Robert McNerney (the “Resigning Directors”) resigned as members of the Board.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
PROVIDENT FINANCIAL SERVICES INC: Amended and restated bylaws to provide for board composition and director succession arrangements in connection with merger.
- Change
- bylaw amendment
Exact text from the filing
In connection with the Transaction and in accordance with the Merger Agreement, effective as of the Effective Time, the bylaws of Provident were amended and restated to provide for certain arrangements related to the Board and the board of directors of Provident Bank (such amendment, the “Bylaw Amendment,” and Provident’s bylaws, as amended and restated in accordance with the Bylaw Amendment, the “Amended and Restated Bylaws”).
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
PROVIDENT FINANCIAL SERVICES INC completed an acquisition involving Lakeland Bancorp, Inc. for 0.8319 of a share of common stock, par value $0.01 per share, of Provident (closed 2024-05-15).
- Action
- acquisition
- Counterparty
- Lakeland Bancorp, Inc.
- Consideration
- 0.8319 of a share of common stock, par value $0.01 per share, of Provident
- Closing
- 2024-05-15
Exact text from the filing
Effective on May 15, 2024, after the close of business, Provident Financial Services, Inc., a Delaware corporation (“Provident”), completed its previously announced combination with Lakeland Bancorp, Inc., a New Jersey corporation (“Lakeland”), pursuant to the Agreement and Plan of Merger, dated as of September 26, 2022 (the “Original Agreement”), by and among Provident, NL 239 Corp., a Delaware corporation and a direct, wholly owned subsidiary of Provident (“Merger Sub”), and Lakeland, as amended by Amendment No.
View on SEC.gov
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