8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 17, 2012

PROVIDENT NEW YORK BANCORP

(Exact Name of Registrant as Specified in Charter)

Delaware	001-35385	80-0091851
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)
400 Rella Boulevard, Montebello, New York		10901
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (845) 369-8040

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On January 17, 2012, Provident Bank, the principal subsidiary of Provident New York Bancorp (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Gotham Bank of New York, a New York state-chartered banking corporation (“Gotham”). The Merger Agreement provides for a business combination whereby Gotham will be merged with and into an interim federal savings bank and wholly owned subsidiary of Provident Bank (the “Merger”), followed by a merger of Gotham with and into Provident Bank (the “Second Merger” and, together with the Merger, the “Transaction”), with Provident Bank as the surviving corporation in the Transaction. The Board of Directors of Provident Bank has approved the Merger Agreement and the Transaction.

Pursuant to the Merger Agreement, at the effective time of the Merger, Gotham shareholders will receive cash equal to 125% of tangible net worth, subject to adjustments under the Merger Agreement.

Provident Bank and Gotham have made customary representations, warranties and covenants in the Merger Agreement. Consummation of the Merger is subject to approval of Gotham’s shareholders and the receipt of all regulatory approvals, as well as other customary conditions.

The Merger Agreement provides certain termination rights for both Provident Bank and Gotham, and further provides that upon termination of the Merger Agreement under certain circumstances, Gotham will be obligated to pay Provident Bank a termination fee of $2,000,000.

The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of that agreement and as of specific dates, are solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the parties, including being qualified that confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. Investors should not rely on the representations, warranties or covenants or any description thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company.

On January 18, 2012, the Company issued a press release announcing the Transaction. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

The Company will host a conference call to discuss the Transaction beginning at 4:30 on January 18, 2012. The Company has prepared an Investor Presentation for use during the conference call. A copy is attached hereto as Exhibit 99.2. This information is being furnished to, and not filed with, the Securities and Exchange Commission in accordance with General Instruction B.2 to Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1	Press Release dated January 18, 2012.
99.2	Investor Presentation dated January 18, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

		PROVIDENT NEW YORK BANCORP
Date:	January 18, 2012	BY:	/s/    DANIEL G. ROTHSTEIN
			Daniel G. Rothstein
			Executive Vice President, Chief Risk Officer and General Counsel

EXHIBIT INDEX

The following exhibits are filed as part of this report:

99.1	Press Release dated January 18, 2012.
99.2	Investor Presentation dated January 18, 2012.

EX-99.1

Exhibit 99.1

	Provident New York Bancorp
	400 Rella Boulevard
	Montebello, NY 10901-4243
News Release	T 845.369.8040
	F 845.369.8255
	www.providentbanking.com

FOR IMMEDIATE RELEASE

CONTACT:

Suzanne Copeland, Provident Bank

845.369.8341

PROVIDENT NEW YORK BANCORP TO ACQUIRE

GOTHAM BANK OF NEW YORK

Gotham Bank to serve as the base for acquisition of banking teams

and growth of the middle market segment in New York City

MONTEBELLO, NY– (January 18, 2012) – Provident New York Bancorp (NYSE: PBNY), announced today that its Provident Bank subsidiary has entered into a definitive agreement to acquire Gotham Bank of New York (Pink Sheets: GOBN) in a cash transaction valued at approximately $40.5 million (CONFERENCE CALL TO DISCUSS TRANSACTION LISTED BELOW). The closing consideration will be 125% of adjusted tangible net worth as calculated under the merger agreement, resulting in an estimated 3.3% core deposit premium. Completion of the transaction is subject to regulatory and Gotham Bank shareholder approvals and other customary closing conditions.

“Gotham Bank is a great strategic fit for us and offers an attractive platform in the New York City market to grow our franchise,” said Jack Kopnisky, President and CEO of Provident Bank. “The acquisition of Gotham Bank continues the implementation of our strategic objective to expand our reach into the greater New York City marketplace.”

Gotham Bank, chartered in 1980, operates as a community-oriented commercial bank through its branch in midtown Manhattan and emphasizes a high level of personal service for every client as a core business practice. As of September 30, 2011, it reported $169 million of loans and $335 million of deposits. It is conservatively managed with strong credit quality. “We are excited to join Provident Bank. This combination is a great outcome for our shareholders and employees as we share a commitment to providing our clients an unparalleled level of service. Provident Bank has a strong plan for the future and we are pleased to be an important part of their entry into New York City,” said Laurence R. Marchini Jr., Chief Executive Officer, Gotham Bank of New York.

Provident Bank previously announced the appointment of David S. Bagatelle as Executive Vice President of Provident Bank and President of the New York City market. In this role he will spearhead the expansion into New York City by focusing on serving middle market commercial clients as well as the personal banking needs of the owners, senior managers, and employees of those businesses. “As we put together our middle-market banking teams in New York City, Gotham provides a platform to expand that includes a core asset and deposit base, a long-term client base, an advantageous location in midtown Manhattan, and an initial legacy client relationship team,” said Mr. Bagatelle. “We plan to hire three to five New York City-based banking teams which will be teamed up with the legacy Gotham relationship team to create a strong middle-market franchise.”

The transaction, which has been approved by the boards of directors of both companies, is expected to close in the third quarter of 2012. This transaction will be accretive to earnings, excluding one-time transaction costs, in year one based on conservative cost savings estimates. In connection with the acquisition, Gotham Bank will merge into Provident Bank.

A conference call to discuss the transaction is scheduled for Wednesday, January 18 at 4:30 pm ET. Interested parties are invited to listen in by dialing 1-866-551-3680 and entering PIN number 47052777# . A presentation regarding the transaction will be discussed on this call and will be available for download at www.providentbanking.com on Investor Relations page.

Headquartered in Montebello, N.Y., Provident Bank, with $3.1 billion in assets, specializes in the delivery of service and solutions to business owners, their families, and consumers in communities within the greater New York City marketplace through teams of dedicated and experienced relationship managers. Our franchise includes 38 Financial Centers. Provident Bank offers a complete line of commercial, business, and consumer banking products and services. For more information, visit the Provident Bank Web site at www.providentbanking.com.

FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISK FACTORS

This press release contains forward-looking statements including, but not limited to, statements related to the price, timing and strategic and financial benefits of the pending transaction with Gotham Bank of New York, as well as future expense savings, future synergies, and other future financial or business performance, conditions, strategies, expectations or goals. Any statements that are not statements of historical fact may be deemed to be forward-looking statements, and are based on management’s estimates, assumptions and projections that are subject to risks and uncertainties. These statements can generally be identified by the use of forward-looking terminology such as “believes,” “expects,” “intends,” “may,” “will, “should,” or “anticipates” or similar terminology. Actual results could differ materially from those currently anticipated due to a number of factors, including among other things: uncertainties as to whether or when our anticipated Gotham Bank acquisition will be consummated; the Company’s success in implementing its strategic, financial and operational initiatives and in successfully executing the Gotham Bank acquisition, including the ability to timely and fully realize contemplated cost savings and revenues, extent of customer retention and generation, and difficulties in integrating operations within the periods, to the degree and at the cost anticipated; costs and availability of financing on favorable terms and future capital needs; and uncertainties associated with regulatory policies and approvals.

There are a number of additional important factors described in documents filed by the Company with the Securities and Exchange Commission and other factors that could cause the Company’s actual results to differ materially from those contemplated by such forward-looking statements. The Company undertakes no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this press release.

EX-99.2

Strategic Growth Initiative in NYC:

Acquisition of Gotham Bank of New York

Investor Presentation

Exhibit 99.2

January 18, 2012

Disclaimer

We make forward-looking statements in this presentation including, but not limited to, statements related to the price, timing

and strategic and financial benefits of the pending transaction with Gotham Bank, as well as future expense savings, future

synergies, and other future financial or business performance, conditions, strategies, expectations or goals.  All statements

that are not descriptions of historical facts are forward-looking statements, based on management’s estimates, assumptions

and projections that are subject to risks and uncertainties.  These statements can generally be identified by the use of

forward-looking terminology such as “believes,”

“expects,”

“intends,”

“may,”

“will,”

“should,”

or “anticipates”

or similar

terminology.

Actual results could differ materially from those currently anticipated due to a number of factors, including among other

things:  uncertainties as to whether or when our anticipated Gotham Bank acquisition will be consummated; Provident

Bank’s success in implementing its strategic, financial and operational initiatives and in successfully executing the Gotham

Bank acquisition, including the ability to timely and fully realize contemplated cost savings and revenues, extent of customer

retention and generation, and difficulties in integrating operations within the periods, to the degree and at the cost

anticipated; costs and availability of financing on favorable terms and future capital needs; and uncertainties associated with

regulatory policies and approvals. 

There are a number of additional important factors described in documents filed by the Provident New York Bancorp with

the Securities and Exchange Commission and other factors that could cause our actual results to differ materially from those

contemplated by such forward-looking statements. We undertake no obligation to publicly release the results of any

revisions to those forward-looking statements which may be made to reflect events or circumstances after the date of this

release or to reflect the occurrence of unanticipated events. You should not place undue reliance on our forward-looking

statements, which apply only as of the date of this presentation.

1

Transaction Overview

The acquisition of Gotham Bank of New York provides a strategic expansion into the metro New York

City market and provides a strong platform to grow our middle market business through both organic

growth and M&A opportunities.

Gotham Bank is a one branch business bank in NYC with $169 million of loans and $335 million of

deposits (as of September 30, 2011).  Gotham Bank is conservatively managed with strong credit

quality.

Initiates the new Provident strategy in NYC in conjunction with the hiring of David Bagatelle and the

deployment of middle-market banking teams.  Platform includes a core asset and deposit base, a

long-term

client

base,

advantageous

location

in

midtown

Manhattan

and

an

initial

legacy

client

relationship team.

Provides

access

to

the

lucrative

NYC

market

and

the

potential

to

leverage

existing

clients

and

gain

market positioning.

Attractive transaction economics: immediately accretive to earnings per share, limited dilution to

tangible book value, earnback in 3 years and strong pro forma capital levels to support the growth

strategy.

Good fit with the long term overall strategic plans of Provident.

2

Transaction Pricing & Structure

Merger consideration: 125% of adjusted tangible net worth near closing.  As of 9/30/11, tangible net

worth at Gotham Bank was $31.5 million.

Core

deposit

premium

estimated

to

be

approximately

3.3%

based

on

forecasted

pro

forma

numbers

at closing.

100% cash consideration.

Seller stock options: settled in cash to the extent unexercised.

Seller cash dividends: payable in ordinary course of business.

Termination fee payable by Gotham Bank: $2 million.

Anticipated Closing Date: Third Quarter.

3

Transaction Economics

Immediately accretive to earnings per share, excluding one-time transaction costs.

Tangible book value dilution of 5% at closing.  Pro forma TBV dilution earned back in 3 years versus

Provident’s estimated standalone TBV.

Targeted pro forma capital level greater than 8% (TCE / TA) at closing.

Expected cost savings in excess of 40%.  Ability to leverage expense base as growth strategy

accelerates.

Targeted pro forma efficiency ratio in the lower 60%-range.

Note:

Provident

EPS

forecasts

based

on

FactSet

median

estimates

of

$0.37

for

FY

2012

and

$0.47

for

FY

2013.

The

use

of

FactSet

numbers

is

for

illustrative purposes only; Provident does not adopt these estimates for any other purpose.

4

Jumbo Time

28%

Non-Interest

Bearing

23%

Brokered

21%

MMDA and

Savings

20%

Retail Time

8%

Total Deposits (9/30/11): $335M

Commercial &

Industrial

49%

Commercial

Real Estate

33%

Residential

Mortgage

8.5%

Multi-Family

7%

Construction /

Development

2%

Other

0.5%

Gross Loans (9/30/11): $169M

Strategic Rationale: Market-Entry Platform

Background on Gotham Bank

Branch Location in Midtown Manhattan

Loan Composition

Deposit Composition

New York state-chartered and Fed member

banking corporation established in 1980.

Thirty-year track record of profitability,

conservative management and strong credit

quality.

Strong deposit franchise with approximately

65% core deposits.

Robust C&I platform with strong growth

potential and strong client relationships.

Advantageous location in midtown Manhattan.

5

Focused Business Strategy

Gotham

Bank

is

a

healthy,

sound

institution

that

will

serve

as

a

platform

to

complement

Provident’s

expansion in the Greater New York metro area.

Grow organically through Provident’s team-based delivery model.

Continue to focus on opportunistic, strategic acquisitions.

Goal is to create the premier relationship-based business bank in the New York Metropolitan area.

David Bagatelle and his banking teams will lead our growth strategy in the Greater New York metro

area.

Mr. Bagatelle was the Primary Founder, President and CEO of Herald National Bank and

Co-Founder and EVP of Signature Bank NY, two start-up New York middle market banks. 

Prior to that, he was a senior executive at Republic National Bank.

Provident plans to hire 3 to 5 NYC-based banking teams which will be teamed up with the

legacy Gotham relationship team to create a leading middle-market franchise.

6

Pro Forma Branch Map

Provident Bank

Gotham Bank

7

Pro Forma Loan Composition

8

Commercial

Real Estate

35%

Residential

Mortgage

26%

Commercial &

Industrial

12%

Construction /

Development

10%

Home Equity

10%

Other

1%

Multi

-Family

6%

Gross Loans (9/30/11): $1.7B

Commercial &

Industrial

49%

Commercial

Real Estate

33%

Residential

Mortgage

8.5%

Multi-Family

7%

Construction /

Development

2%

Other

0.5%

Gross Loans (9/30/11): $169M

Gotham Bank

Provident Bank

Pro Forma

Commercial

Real Estate

35%

Residential

Mortgage

24%

Commercial &

Industrial

15.5%

Construction /

Development

10%

Home Equity

9%

Other

0.5%

Multi-Family

6%

Gross Loans (Pro Forma): $1.9B

Pro Forma Deposit Composition

9

MMDA and

Savings

58%

Non-Interest

Bearing

28%

Retail Time

10%

Jumbo Time

3%

Brokered

1%

Total Deposits (9/30/11): $2.3B

Jumbo Time

28%

Non-Interest

Bearing

23%

Brokered

21%

MMDA and

Savings

20%

Retail Time

8%

Total Deposits (9/30/11): $335M

Gotham Bank

Provident Bank

Pro Forma

MMDA and

Savings

53%

Non-Interest

Bearing

28%

Retail Time

9%

Jumbo Time

7%

Brokered

3%

Total Deposits (Pro Forma): $2.6B

Summary & the Path Forward

Gotham Bank will serve as Provident’s market-entry vehicle in New York City and the initial base for

our growth strategy in this market along with the hiring of David Bagatelle and his NYC-based

relationship banking teams.

Gotham has a record of profitability, conservative management and solid credit quality.

Attractive transaction economics: core deposit premium of approximately 3.3% at closing, immediately

accretive to earnings per share and limited tangible book value dilution with earnback in 3 years.

Focused business strategy in the Greater New York metro area, utilizing Provident’s proven team-

based relationship delivery model.

Provident

will

use

Gotham

as

the

base

for

acquisition

of

banking

teams

and

growth

of

the

middle

market segment in New York City.

10

Advisors to Parties

Provident New York Bancorp:

Legal: Arnold & Porter LLP

Financial: Endicott Financial Advisors, L.L.C.

Gotham Bank of New York:

Legal: Davis Polk & Wardwell LLP

Financial: Lutz Advisors Inc.

11