UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): November 1, 2019
COLUMBIA FINANCIAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-38456 | 22-3504946 | ||
| (State or other jurisdiction of | (Commission | (IRS Employer | ||
| incorporation or organization) | File Number) | Identification No.) |
19-01 Route 208 North, Fair Lawn, New Jersey 07410
(Address of principal executive offices) (Zip Code)
(800) 522-4167
(Registrant’s telephone number, including area code)
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:
| ¨ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | CLBK | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In accordance with the terms of the Agreement and Plan of Merger, dated as of June 6, 2019 (the “Merger Agreement”), by and between Columbia Financial, Inc. (the “Company”), Broadway Acquisition Corp., a wholly owned subsidiary of the Company (“Merger Sub”), and Stewardship Financial Corporation (“Stewardship”), effective as of November 26, 2019, the Board of Directors of each of the Company, Columbia Bank and Columbia Bank MHC expanded the size of its Board of Directors by one member and appointed Paul Van Ostenbridge, the former President and Chief Executive Officer of Stewardship and a former director of Stewardship, to fill the newly created vacancy. In addition, Mr. Van Ostenbridge was also appointed to serve on the Audit Committee of each Board of Directors effective as of November 26, 2019.
Mr. Van Ostenbridge will receive compensation for his service on the Board of Directors in accordance with the Company’s standard compensatory arrangements for non-employee directors. Such compensatory arrangements are described in the Company’s proxy statement for its 2019 annual meeting of stockholders filed on April 22, 2019, which disclosure is incorporated herein by reference.
| Item 8.01 | Other Events. |
On November 1, 2019, the Company issued a press release announcing the completion of its acquisition of Stewardship. Under the terms of the Merger Agreement, Merger Sub merged (the “First-Step Merger”) with and into Stewardship, with Stewardship as the surviving entity, and immediately following the effective time of the First-Step Merger, Stewardship merged with and into the Company, with the Company as the surviving entity (together with the First-Step Merger, the “Merger”). Immediately following the consummation of the Merger, Atlantic Stewardship Bank, a wholly owned subsidiary of Stewardship, merged with and into Columbia Bank, a wholly owned subsidiary of Columbia, with Columbia Bank as the surviving bank.
Under the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger, each outstanding share of Stewardship common stock was converted into the right to receive from the Company a cash payment equal to $15.75.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was included as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on June 7, 2019, and is incorporated herein by reference.
A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Other Exhibits. |
| (d) | Exhibits |
| Number | Description | ||
| 99.1 | Press Release dated November 1, 2019 |
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 thereunto duly authorized.
| COLUMBIA FINANCIAL, INC. | |||
| Date: November 1, 2019 | By: | /s/ Thomas J. Kemly | |
| Thomas J. Kemly | |||
| President and Chief Financial Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
COLUMBIA FINANCIAL, INC. ANNOUNCES COMPLETION OF
STEWARDSHIP FINANCIAL CORPORATION ACQUISITION
Fair Lawn, New Jersey, November 1, 2019 — Columbia Financial, Inc. (Nasdaq: CLBK) (the “Company”), the holding company for Columbia Bank, today announced that the Company has completed its acquisition of Stewardship Financial Corporation (“Stewardship”) and its wholly owned subsidiary, Atlantic Stewardship Bank. Upon completion of the merger, each Stewardship stockholder became entitled to receive $15.75 in cash for each share of Stewardship common stock that they held at the effective time of the merger.
“We are excited to expand our presence in Northern New Jersey while continuing to execute our long term strategic and growth plans. We welcome the customers and employees of Atlantic Stewardship Bank to the Columbia family,” said Thomas J. Kemly, President and Chief Executive Officer of the Company.
Columbia was advised in the transaction by the investment banking firm of Boenning & Scattergood, Inc. and represented by the law firm of Kilpatrick Townsend & Stockton LLP. Stewardship was advised by the investment banking firm of Sandler O’Neill + Partners, L.P. and represented by the law firm of McCarter & English, LLP.
About Columbia Financial, Inc.
Columbia Financial, Inc. is a Delaware corporation organized as the Bank’s mid-tier stock holding company. The Company is a majority-owned subsidiary of Columbia Bank, MHC. Columbia Bank is a federally chartered savings bank headquartered in Fair Lawn, New Jersey. The Bank offers traditional financial services to consumers and businesses in our market areas through its 52 full-service banking offices.
Forward-Looking Statements
This press release contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995, which are based on the Company’s current expectations, estimates and projections about future events. This includes statements regarding the business plans and integration efforts once the transaction is complete, the Company’s ability to realize growth and efficiencies through the acquisition of Stewardship and Atlantic Stewardship Bank, the Company’s expectations regarding the internal rate of return on the acquisition, merger-related expenses and the impact of the transaction on the Company’s earnings, market share and capital position. These statements are not historical facts or guarantees of future performance, events or results. Such statements involve potential risks and uncertainties, such as the Company’s ability to integrate Atlantic Stewardship Bank as planned and the general effects of financial, economic, regulatory and political conditions affecting the banking and financial services industries. Accordingly, actual results may differ materially. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, other risks and uncertainties may be described in the Company’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q or its other reports as filed with the Securities and Exchange Commission, which are available through the SEC’s website at www.sec.gov. Should one or more of these risks materialize, actual results may vary from those anticipated, estimated or projected. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as may be required by applicable law or regulation, the Company assumes no obligation to update any forward-looking statements.