UNITED STATES
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): June 6, 2017
Sterling Bancorp
(Exact name of registrant as specified in its charter)
| Delaware | 001-35385 | 80-0091851 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
| 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:
| x | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01 | Other Events |
On June 6, 2017, Sterling Bancorp (the “Company”) and Astoria Financial Corporation (“Astoria”) entered into an agreement in principle to settle claims brought by plaintiffs in certain putative class actions captioned as follows: Jenkins v. Astoria Financial Corporation, et al (Case No. 1:17-cv-02608) brought in the United States District Court for the Eastern District of New York; Minzer v. Astoria Financial Corporation, et al (Case No. 2017-0284) brought in the Court of Chancery of the State of Delaware; MSS 1209 Trust v. Astoria Financial Corporation, et al (Index No. 602161/2017) brought in the Supreme Court of the State of New York in Nassau County; O’Connell v. Astoria Financial Corporation, et al (Index No. 603703/2017) brought in the Supreme Court of the State of New York in Nassau County; and Parshall v. Astoria Financial Corporation, et al (Case No. 2:17-cv-02165) brought in the United States District Court for the Eastern District of New York (collectively, the “Astoria Merger Class Actions”).
The Astoria Merger Class Actions relate to the Agreement and Plan of Merger, by and between Astoria and the Company, dated as of March 6, 2017 (the “Merger Agreement”). Under the agreement in principle, the Company and Astoria agreed to make certain additional information available to Astoria shareholders and Sterling shareholders. The additional information is contained in the first supplement (the “First Supplement”) to the joint proxy statement/prospectus of the Company and Astoria, dated April 28, 2017 (the “Joint Proxy Statement/Prospectus”) attached as Exhibit 99.1 to this Current Report on Form 8-K. The First Supplement should be read in conjunction with the Joint Proxy Statement/Prospectus and the documents incorporated by reference therein.
In addition, a separate putative class action captioned Garfield v. Sterling Bancorp, et al (Index No. 031888/2017), putatively brought on behalf of the Company’s shareholders, is currently pending before the Supreme Court of the State of New York in Rockland County (the “Garfield Class Action” and, with the Astoria Merger Class Actions, the “Merger Class Actions”). The Garfield Class Action also relates to the Merger Agreement. The Company and Astoria have agreed to make certain additional information available to Astoria shareholders and Sterling shareholders in contemplation of a potential settlement of the Garfield Class Action. The additional information is contained in the second supplement (the “Second Supplement”) to the Joint Proxy Statement/Prospectus attached as Exhibit 99.2 to this Current Report on Form 8-K. The Second Supplement should be read in conjunction with the Joint Proxy Statement/Prospectus and the documents incorporated by reference therein.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
The following exhibits are furnished as part of this Report:
| 99.1 | Supplement dated June 6, 2017 to the Joint Proxy Statement/Prospectus dated April 28, 2017. |
| 99.2 | Supplement dated June 6, 2017 to the Joint Proxy Statement/Prospectus dated April 28, 2017. |
Important Additional Information
Investors and stockholders are urged to carefully review and consider each of Sterling’s and Astoria’s public filings with the SEC, including but not limited to their Annual Reports on Form 10-K,
their proxy statements, their Current Reports on Form 8-K and their Quarterly Reports on Form 10-Q. The documents filed by Sterling with the SEC may be obtained free of charge at Sterling’s website at www.sterlingbancorp.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Sterling by requesting them in writing to Sterling Bancorp, 400 Rella Boulevard, Montebello, New York 10901, Attention: Investor Relations, or by telephone at (845) 369-8040.
The documents filed by Astoria with the SEC may be obtained free of charge at Astoria’s website at www.astoriabank.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Astoria by requesting them in writing to Astoria, c/o Astoria Bank, One Astoria Bank Plaza, Lake Success, New York 11042, Attention: Investor Relations, or by telephone at (516) 327-7877.
This communication is being made in respect of the Merger. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities. In connection with the Merger, Sterling has filed with the SEC and the SEC has declared effective, a registration statement on Form S-4 (File No. 333-217153) (the “Form S-4”) which includes the Joint Proxy Statement/Prospectus, and other documents regarding the Merger. Before making any voting or investment decision, investors and stockholders of Sterling and Astoria are urged to carefully read the entire Form S-4 and the Joint Proxy Statement/Prospectus, as well as any amendments or supplements to these documents and any other relevant documents filed with the SEC, because they contain important information about the Merger, Sterling and Astoria. Investors and stockholders can obtain the Form S-4 and the Joint Proxy Statement/Prospectus free of charge from the SEC’s website or from Sterling or Astoria by writing to the addresses provided for each company set forth in the paragraphs above.
Sterling, Astoria, their directors, executive officers and certain other persons may be deemed participants in the solicitation of proxies from Astoria stockholders in connection with the proposed Merger. Information about the directors and executive officers of Sterling and their ownership of Sterling common stock and the directors and executive officers of Astoria and their ownership of Astoria common stock is set forth in the Joint Proxy Statement/Prospectus. Free copies of the Joint Proxy Statement/Prospectus may be obtained as described in the paragraphs above.
SIGNATURE
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.
| STERLING BANCORP | ||
| Date: June 7, 2017 | By: | /s/ Luis Massiani |
| Luis Massiani | ||
| Senior Executive Vice President and | ||
| Chief Financial Officer | ||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Supplement dated June 6, 2017 to the Joint Proxy Statement/Prospectus dated April 28, 2017 | |
| 99.2 | Supplement dated June 6, 2017 to the Joint Proxy Statement/Prospectus dated April 28, 2017 |
Exhibit 99.1
SUPPLEMENT TO THE PROXY STATEMENT/PROSPECTUS
The following information supplements the Joint Proxy Statement/Prospectus of Sterling Bancorp and Astoria Financial Corporation, dated April 28, 2017 and should be read in conjunction with the Joint Proxy Statement/Prospectus, which should be read in its entirety. All page references in the information below are to pages in the Joint Proxy Statement/Prospectus, and terms used below have the meanings set forth in the Joint Proxy Statement/Prospectus, unless otherwise defined below. Without admitting in any way that the disclosures below are material or otherwise required by law, Sterling Bancorp and Astoria Financial Corporation make the following supplemental disclosures:
Under the heading “Background of the Merger,” the fourth full paragraph on page 47 is modified by deleting the last sentence in its entirety and replacing it with the following:
Party C nevertheless requested a meeting with Astoria’s board of directors to discuss a potential business combination. Party C’s letter also did not include a timeline for scheduling and holding a meeting with, and delivering a detailed presentation, to Party C’s banking regulators; however, the letter did note that it was in regular communications with its regulators about its strategic goals and that Party C believed those regulators were comfortable with its current plans. In addition, Party C requested that Astoria outline the process and timeline regarding Astoria’s exploration of strategic alternatives. Party C stated in its letter that once Astoria provided these details, Party C would brief its regulators regarding a potential transaction.
Under the heading “Background of the Merger,” the first full paragraph on page 48 is modified by adding the following to the end of the first sentence:
, including that the standstill restrictions would automatically terminate if Astoria entered into an agreement with a third party providing for an acquisition of a majority of Astoria’s voting securities or all or substantially all of Astoria’s assets.
Under the heading “Background of the Merger,” the fifth full paragraph on page 48 is deleted in its entirety and replaced with the following:
During the exclusivity period, Party C sent a letter to Mr. Redman and Mr. Palleschi to convey Party C’s continued interest in a transaction at the previously communicated fixed exchange ratio. Party C indicated in the letter that it had continuing due diligence requirements, and that as a result it was not yet ready to provide a final, definitive proposal. Party C’s letter also stated that Party C had multiple conversations with its primary banking regulator for its subsidiary bank but had only scheduled an initial in-person meeting for March 29, 2017 and that it anticipated scheduling another meeting with its bank holding company regulator to occur shortly thereafter; however, the letter did not include a date for such meeting. Nor did Party C’s letter include a proposed specific time frame to complete due diligence, sign and announce a transaction or to integrate the two companies; it instead requested additional information from Astoria regarding the process and timeline for Astoria’s exploration of strategic alternatives, including a date to submit definitive bids, a date to receive a draft merger agreement and a target date to announce a transaction. Party C also reiterated its request for a meeting with Astoria’s board of directors to discuss a potential business combination.
Under the heading “Unaudited Prospective Financial Information of Sterling,” the table with the unaudited prospective financial data for Sterling on page 53 is supplemented to include the following additional information:
Unaudited Prospective Financial Information of Sterling
| Sterling Fiscal Year Ending December 31, | ||||||||||||||||||||||||||||
| Dollar amounts in millions, except for per share amounts: | 2017E | 2018E | 2019E | 2020E | 2021E | 2022E | 2023E | |||||||||||||||||||||
| Dividends per Share | 0.28 | 0.30 | 0.33 | 0.35 | 0.38 | |||||||||||||||||||||||
| Tangible Book Value per Share | $ | 9.19 | $ | 10.47 | $ | 11.83 | $ | 13.29 | $ | 14.87 | ||||||||||||||||||
Under the heading “Opinion of RBC Capital Markets, LLC,” the following disclosure supplements the discussion on Page 56 of the Joint Proxy Statement/Prospectus under the heading “Astoria Financial Analysis – Public Company Analysis.” The following appears on Page 56 below the bolded text “Astoria at March 3, 2017” and above the paragraph beginning “This analysis produced . . . .”
The specific Price to TBV multiples used for each comparable public company, and the specific DP used for each comparable public company, are identified in the table below:
| Comparable Company | P/TBV | DP | ||||||
| New York Community Bancorp | 1.98 | 12.6 | % | |||||
| Investors Bancorp Inc | 1.45 | 9.3 | % | |||||
| Northwest Bancshares, Inc. | 2.21 | 12.8 | % | |||||
| Provident Financial Services | 2.13 | 14.3 | % | |||||
| United Financial Bancorp | 1.70 | 7.9 | % | |||||
| Dime Community Bancshares Inc | 1.57 | 6.7 | % | |||||
| Beneficial Bancorp Inc | 1.48 | 9.8 | % | |||||
| OceanFirst Financial Corp. | 2.24 | 12.3 | % | |||||
Under the heading “Opinion of RBC Capital Markets, LLC,” the following disclosure supplements the discussion on Pages 56-57 of the Joint Proxy Statement/Prospectus in the section captioned “Astoria Financial Analysis – Selected Transactions Analysis.” The following appears on Page 57 below the bolded text “Astoria at Implied Per Share Merger Consideration” and above the paragraph beginning “This analysis produced .. . . .”
The specific Price to TBV multiples used for each precedent transaction, and the specific DP used for each precedent transaction, are identified in the table below:
Precedent Transaction (Buyer / Target / Announce Date) | P/TBV | DP | ||||||
| Toronto-Dominion Bank / Scottrade Bank / October 24, 2016 | 1.00 | 0.0 | % | |||||
| TIAA Board of Overseers / EverBank Financial / August 8, 2016 | 1.47 | 4.5 | % | |||||
| KeyCorp / First Niagara Financial Group / October 30, 2015 | 1.68 | 6.1 | % | |||||
| CIT Group Inc. / IMB HoldCo LLC / July 22, 2014 | 1.02 | 0.5 | % | |||||
| Umpqua Holdings Corp. / Sterling Financial Corp. / September 11, 2013 | 1.67 | 12.7 | % | |||||
| M&T Bank Corp. / Hudson City Bancorp Inc. / August 27, 2012 | 0.85 | (2.8 | )% | |||||
Under the heading “Opinion of RBC Capital Markets, LLC,” the following disclosure supplements the discussion on Page 57 of the Joint Proxy Statement/Prospectus in the section captioned “Discounted Cash Flow Analysis.” The below would appear at the very bottom of Page 57:
The specific discount rates and Price to TBV multiples used in the Astoria Standalone DCF, and the resulting implied per share equity, are identified in the table below:
Astoria Standalone DCF
| Discount Rate | 1.3x P/TBV | 1.4x P/TBV | 1.5x P/TBV | |||||||||||
| 9.0 | % | $ | 15.19 | $ | 16.11 | $ | 17.03 | |||||||
| 10.0 | % | $ | 14.70 | $ | 15.58 | $ | 16.47 | |||||||
| 11.0 | % | $ | 14.23 | $ | 15.08 | $ | 15.92 | |||||||
The specific discount rates and Price to Earnings multiples used in the Astoria Change in Control DCF, and the resulting implied per share equity, are identified in the table below:
Astoria Change in Control DCF
| Discount Rate | 16.0x P/E | 17.5x P/E | 19.0x P/E | |||||||||||
| 9.0 | % | $ | 32.95 | $ | 35.42 | $ | 37.88 | |||||||
| 10.0 | % | $ | 31.77 | $ | 34.14 | $ | 36.50 | |||||||
| 11.0 | % | $ | 30.65 | $ | 32.92 | $ | 35.18 | |||||||
Under the heading “Opinion of RBC Capital Markets, LLC,” the following disclosure supplements the discussion on Page 58 of the Joint Proxy Statement/Prospectus in the section captioned “Sterling Financial Analysis – Public Company Analysis.” The following would appear on Page 58 below the bolded text “Sterling at March 3, 2017” and above the paragraph beginning “The analysis produced . . . .”
The specific Price to TBV multiples used for each comparable company, the specific Price to 2017 EPS multiples used for each comparable company, and the specific DP used for each comparable company are identified in the table below:
| Comparable Company | P/TBV | P/17E EPS | DP | |||||||||
| People’s United Financial Inc. | 2.17 | 20.2 | 11.1 | % | ||||||||
| Signature Bank | 2.47 | 17.7 | 16.5 | % | ||||||||
| F.N.B. Corp. | 2.42 | 15.6 | 12.2 | % | ||||||||
| Webster Financial Corp. | 2.81 | 23.4 | 17.2 | % | ||||||||
| Valley National Bancorp | 2.17 | 17.9 | 10.1 | % | ||||||||
| Fulton Financial Corp. | 2.10 | 19.2 | 11.7 | % | ||||||||
| Community Bank System Inc. | 3.44 | 23.9 | 27.0 | % | ||||||||
Under the heading “Unaudited Prospective Financial Information of Astoria,” the table with the unaudited prospective financial data for Astoria on page 73 is deleted in its entirety and replaced with the following table:
| 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 | ||||||||||
| Dividends per Share | 0.16 | 0.16 | 0.16 | 0.16 | 0.16 | |||||||||||||||
| Tangible Book Value per Share | $ | 14.28 | $ | 14.97 | $ | 15.73 | $ | 16.56 | $ | 17.47 | ||||||||||
Under the heading “Opinion of Sandler O’Neill & Partners, L.P.,” the following disclosure amends the third sentence of the first paragraph on page 81 of the Joint Proxy Statement/Prospectus in the section captioned “Net Present Value Analyses”.
The terminal values were then discounted to present values using different discount rates ranging from 7.0% to 10.0%, which took into consideration an implied cost of equity of 7.46% derived from a capital asset pricing model-based calculation and were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of Astoria common stock.
Under the heading “Opinion of Sandler O’Neill & Partners, L.P.,” the following disclosure amends the third sentence of the first paragraph on page 82 of the Joint Proxy Statement/Prospectus in the section captioned “Net Present Value Analyses”.
The terminal values were then discounted to present values using different discount rates ranging from 7.0% to 10.0%, which took into consideration an implied cost of equity of 9.16% derived from a capital asset pricing model-based calculation and were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of Sterling common stock.
Under the heading “Opinion of Sandler O’Neill & Partners, L.P.,” the following disclosure supplements the subsection captioned “Astoria Comparable Company Analysis” on page 78 of the Joint Proxy Statement/Prospectus.
The financial institutions in the Astoria Peer Group with the high and low price/tangible book value percentages were, respectively, Western Alliance Bancorporation (342%) and Flagstar Bancorp, Inc. (120%). The financial institutions in the Astoria Peer Group with the high and low price/LTM earnings per share multiples were, respectively, Chemical Financial Corporation (24.8x) and Flagstar Bancorp, Inc. (10.6x). The financial institutions in the Astoria Peer Group with the high and low price/2017 estimated earnings per share multiples were, respectively, United Bankshares, Inc. (21.6x) and Flagstar Bancorp, Inc. (12.7x). The financial institutions in the Astoria Peer Group with the high and low price/2018 estimated earnings per share multiples were, respectively, United Bankshares, Inc. (19.7x) and Flagstar Bancorp, Inc. (11.0x).
Under the heading “Opinion of Sandler O’Neill & Partners, L.P.,” the following disclosure supplements the subsection captioned “Sterling Comparable Company Analysis” on page 79 of the Joint Proxy Statement/Prospectus.
The financial institutions in the Sterling Peer Group with the high and low price/tangible book value percentages were, respectively, Western Alliance Bancorporation (342%) and Flagstar Bancorp, Inc. (120%). The financial institutions in the Sterling Peer Group with the high and low price/LTM earnings per share multiples were, respectively, Astoria (30.0x) and Flagstar Bancorp, Inc. (10.6x). The financial institutions in the Sterling Peer Group with the high and low price/2017 estimated earnings per share multiples were, respectively, Astoria (33.9x) and Flagstar Bancorp, Inc. (12.7x). The financial institutions in the Sterling Peer Group with the high and low price/2018 estimated earnings per share multiples were, respectively, Astoria (32.1x) and Flagstar Bancorp, Inc. (11.0x).
Under the heading “Opinion of Sandler O’Neill & Partners, L.P.,” the following disclosure supplements the subsection captioned “Selected Transactions Analysis” on page 80 of the Joint Proxy Statement/Prospectus.
The transactions in the Precedent Transactions with the high and low transaction price/LTM earnings per share multiples were, respectively, the Bank of the Ozarks Inc./Community & Southern Holdings Inc. transaction (47.4x) and the CIT Group Inc./IMB HoldCo LLC transaction (13.7x). The transactions in the Precedent Transactions with the high and low transaction price/median analyst estimated earnings per share multiples were, respectively, the Sterling Bancorp/Hudson Valley Holding Corp. transaction (44.0x) and the Chemical Financial Corp./Talmer Bancorp Inc. transaction (13.1x). The transactions in the Precedent Transactions with the high and low transaction price/tangible book value per share percentages were, respectively, the Columbia Banking System Inc./Pacific Continental Corp. transaction (313%) and the CIT Group Inc./IMB HoldCo LLC transaction (102%). The transactions in the Precedent Transactions with the high and low core deposit premiums were, respectively, the BBCN Bancorp Inc./Wilshire Bancorp Inc. transaction (22.9%) and the CIT Group Inc./IMB HoldCo LLC transaction (0.8%). The transactions in the Precedent Transactions with the high and low 1-month market premiums were, respectively, the Sterling Bancorp/Hudson Valley Holding Corp. transaction (45.8%) and the Chemical Financial Corp./Talmer Bancorp Inc. transaction (1-month market discount of 9.1%).
Under the heading “Opinion of Sandler O’Neill & Partners, L.P.,” the following disclosure supplements the subsection captioned “Net Present Value Analysis” on page 81 of the Joint Proxy Statement/Prospectus by delete the first paragraph and replacing it with the following:
Sandler O’Neill performed an analysis that estimated the net present value per share of Astoria’s common stock, assuming Astoria performed in accordance with internal earnings per share projections for the years ending December 31, 2017 and December 31, 2018 and earnings per share estimates for the years ending December 31, 2019, December 31, 2020 and December 31, 2021 calculated from an estimated long-term annual earnings per share growth rate, based on guidance from the senior management of Astoria, and assuming, based on guidance from the senior management of Astoria, potential future dividends during the years ending December 31, 2017, December 31, 2018, December 31, 2019, December 31, 2020 and December 31, 2021 in accordance with Astoria’s then-current dividend policy. To approximate the terminal value of Astoria common stock at December 31, 2021, Sandler O’Neill applied selected price to 2021 earnings multiples ranging from 12.0x to 22.0x and selected multiples of December 31, 2021 tangible book value ranging from 120% to 320%. The terminal values and potential future dividends during the years ending December 31, 2017, December 31, 2018, December 31, 2019, December 31, 2020 and December 31, 2021 were then discounted to present values using different discount rates ranging from 7.0% to 10.0%, which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of Astoria common stock. As illustrated in the following tables, the analysis indicated an imputed range of values per share of Astoria common stock of $8.58 to $17.45 when applying multiples of earnings and $13.63 to $40.52 when applying multiples of tangible book value.
Under the heading “Opinion of Sandler O’Neill & Partners, L.P.,” the following disclosure supplements the subsection captioned “Pro Forma Merger Analysis” on page 83 of the Joint Proxy Statement/Prospectus by deleting the last two lines of the first paragraph and replacing them with the following:
The analysis indicated that the merger could be accretive to Sterling’s earnings per share (excluding one-time transaction costs and expenses) in the years ending December 31, 2018 and December 31, 2019 by 8.8% and 16.4%, respectively, and accretive to Sterling’s estimated tangible book value per share at closing by 12.1% and at December 31, 2018 and December 31, 2019 by 12.3% and 13.6%, respectively. This analysis also indicated that, based on Sterling’s projected pro forma financial results attributable to a share of Astoria common stock using the merger exchange ratio of 0.875x, the merger could be accretive relative to Astoria’s earnings per share in the years ending December 31, 2018 and December 31, 2019 by 149.5% and 165.9%, respectively, and dilutive relative to Astoria’s estimated tangible book value per share at closing by 36.6% and at December 31, 2018 and December 31, 2019 by 29.7% and 22.2%, respectively.
Exhibit 99.2
SUPPLEMENT TO THE PROXY STATEMENT/PROSPECTUS
The following information supplements the Joint Proxy Statement/Prospectus of Sterling Bancorp and Astoria, dated April 28, 2017 and should be read in conjunction with the Joint Proxy Statement/Prospectus, which should be read in its entirety. All page references in the information below are to pages in the Joint Proxy Statement/Prospectus, and terms used below have the meanings set forth in the Joint Proxy Statement/Prospectus, unless otherwise defined below. Without admitting in any way that the disclosures below are material or otherwise required by law, Sterling Bancorp and Astoria Financial Corporation make the following supplemental disclosures:
The following disclosure amends the last bullet point on the bottom of Page 51 of the Joint Proxy Statement/Prospectus. The amended bullet point reads:
| · | the transaction-related restructuring charges and other merger-related costs, which are estimated to be approximately $165 million in total (which estimated amount was provided by the management of Sterling to Sterling’s financial advisors), including the payments and other benefits to be received by Astoria management in connection with the merger pursuant to existing Astoria plans and compensation arrangements and the merger agreement; |
The following disclosure supplements the discussion in the second full paragraph on Page 61 of the Joint Proxy Statement/Prospectus. The following would appear in the second full paragraph on Page 61 between the sentence ending “long or short position in such securities” and the sentence beginning “RBCCM has not provided any . . . .”
Although RBCCM’s and its affiliates’ security holdings in Astoria may change from time to time, as of February 28, 2017, RBCCM held less than 0.0001% of the then-reported outstanding shares of Astoria common stock.
The following disclosure supplements the discussion in the first full paragraph on Page 69 of the Joint Proxy Statement/Prospectus, beneath the caption “Miscellaneous.” The following would appear in the first full paragraph on Page 69 between the sentence ending “long or short position in such securities” and the sentence beginning “In addition, Citi and its affiliates . . . .”
Although Citi’s and its affiliates’ security holdings in Astoria may change from time to time, as of March 2, 2017, Citi held less than 0.5% of the then-reported outstanding shares of Astoria common stock.
The following disclosure supplements the discussion on Page 52 of the Joint Proxy Statement/Prospectus underneath the caption “Unaudited Prospective Financial Information of Sterling.” The following would appear in the first full paragraph beneath the caption “Unaudited Prospective Financial Information of Sterling,” between the sentence ending “financial advisors to Sterling” and the sentence beginning “The inclusion of this information . . . .”
Sterling management provided to Sterling’s financial advisors, among other information, the following financial projections for Sterling. The dollar amounts are in millions, except for per share amounts:
| Sterling Fiscal Year ending Dec. 31 | 2017E | 2018E | 2019E | 2020E | 2021E | 2022E | 2023E | 2024E | ||||||||||||||||||||||||
| Standalone Earnings Per Share | $ | 1.32 | $ | 1.52 | $ | 1.64 | $ | 1.77 | $ | 1.91 | $ | 2.07 | $ | 2.23 | $ | 2.41 | ||||||||||||||||
| Standalone Net Income | $ | 179 | $ | 206 | $ | 223 | $ | 240 | $ | 260 | $ | 280 | $ | 303 | $ | 327 | ||||||||||||||||
| Total Assets | $ | 15,488 | $ | 17,013 | $ | 17,864 | $ | 18,757 | $ | 19,695 | $ | 20,680 | $ | 21,714 | $ | 22,799 | ||||||||||||||||
| Tangible Assets | $ | 14,733 | $ | 16,266 | $ | 17,123 | $ | 18,022 | $ | 18,965 | $ | 19,949 | $ | 20,983 | $ | 22,069 | ||||||||||||||||
Sterling management provided to Sterling’s financial advisors, among other information, the following financial projections for Astoria. The dollar amounts are in millions, except for per share amounts:
| Astoria Fiscal Year Ending Dec. 31 | 2017E | 2018E | 2019E | 2020E | 2021E | 2022E | 2023E | 2024E | ||||||||||||||||||||||||
| Standalone Earnings Per Share | $ | 0.55 | $ | 0.58 | $ | 0.63 | $ | 0.68 | $ | 0.73 | $ | 0.79 | $ | 0.85 | $ | 0.92 | ||||||||||||||||
| Standalone Net Income | $ | 56 | $ | 59 | $ | 63 | $ | 68 | $ | 74 | $ | 80 | $ | 86 | $ | 93 | ||||||||||||||||
| Total Assets | $ | 14,659 | $ | 15,139 | $ | 15,896 | $ | 16,691 | $ | 17,525 | $ | 18,402 | $ | 19,322 | $ | 20,288 | ||||||||||||||||
| Tangible Assets | $ | 14,474 | $ | 14,954 | $ | 15,711 | $ | 16,506 | $ | 17,340 | $ | 18,216 | $ | 19,136 | $ | 20,103 | ||||||||||||||||