8-K

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): July 26, 2017

VALLEY NATIONAL BANCORP

(Exact Name of Registrant as Specified in Charter)

New Jersey	1-11277	22-2477875
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1455 Valley Road, Wayne, New Jersey	07470
(Address of Principal Executive Offices)	(Zip Code)

(973) 305-8800

(Registrant’s telephone number, including area code)

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):

ý 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 7.01    Regulation FD Disclosure.

Valley National Bancorp (“Valley”) is furnishing presentation materials used in connection with an investor call held after the announcement of the Merger (as defined below). The presentation materials are included as Exhibit 99.1 to this report pursuant to Item 7.01 of Form 8-K. Valley is not undertaking to update these presentation materials. The information being furnished pursuant to Item 7.01 of this report (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 7.01 will not be deemed an admission as to the materiality of any information herein (including Exhibit 99.1).

Item 8.01    Other Events.

On July 26, 2017, Valley announced its entry into an Agreement and Plan of Merger with USAmeriBancorp, Inc. (“USAmeriBancorp”), providing for the merger of USAmeriBancorp with and into Valley, with Valley as the surviving entity, and the merger of USAmeriBank with and into Valley National Bank, with Valley National Bank as the surviving entity (the “Merger”).

Valley and USAmeriBancorp issued a joint press release in connection with the announcement, which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Additional Information and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed Merger, Valley intends to file a Registration Statement on Form S-4 that will include a joint proxy statement/prospectus with the Securities and Exchange Commission (the “Commission”). Valley may file other documents with the Commission regarding the proposed transaction. A definitive joint proxy statement/prospectus will be mailed to the shareholders of Valley and the shareholders of USAmeriBancorp. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE COMMISSION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the registration statement (when available), including the joint proxy statement/prospectus and other documents containing information about Valley and USAmeriBancorp at the Commission’s web site at www.sec.gov. These documents may be accessed and downloaded for free at Valley’s web site at http://www.valleynationalbank.com/filings.html or by directing a request to Dianne M. Grenz, Executive Vice President, Valley National Bancorp, at 1455 Valley Road, Wayne, New Jersey 07470, telephone (973) 305-3380.

Participants in the Solicitation

This communication is not a solicitation of a proxy from any security holder of USAmeriBancorp or Valley. However, Valley, USAmeriBancorp, their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from USAmeriBancorp’s shareholders in respect of approval of the Merger and the solicitation of proxies from Valley’s shareholders in respect of approval of the issuance of shares of common stock of Valley in connection with the Merger. Information regarding the directors and executive officers of Valley may be found in its definitive proxy statement relating to its 2017 Annual Meeting of Shareholders, which was filed with the Commission on March 17, 2017 and

in its Annual Report on Form 10-K for the year ended December 31, 2016, each of which can be obtained free of charge from Valley’s website. Information regarding the directors and executive officers of USAmeriBancorp may be found in the Registration Statement on Form S-4 when it becomes available. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

Forward Looking Statements

The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to those regarding the proposed Merger. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about new and existing programs and products, relationships, opportunities, taxation, technology and market conditions. These statements may be identified by such forward-looking terminology as “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “usually,” “anticipate,” or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ from those contemplated by such forward-looking statements include, but are not limited to, the following: failure to obtain shareholder or regulatory approval for the Merger or to satisfy other conditions to the Merger on the proposed terms and within the proposed timeframe; delays in closing the merger; the inability to realize expected cost savings and synergies from the Merger in the amounts or in the timeframe anticipated; changes in the estimate of non-recurring charges; the diversion of management’s time on issues relating to the Merger; costs or difficulties relating to integration matters might be greater than expected; material adverse changes in Valley’s or USAmeriBancorp’s operations or earnings; an increase or decrease in the stock price of Valley during the 30 day pricing period prior to the closing of the Merger which could cause an adjustment to the exchange ratio or give either Valley or USAmeriBancorp the right to terminate the merger agreement under certain circumstances; the inability to retain USAmeriBancorp’s customers and employees; or weakness or a decline in the economy, mainly in New Jersey, New York, Florida, and Alabama, as well as the risk factors set forth in Valley’s Annual Report on Form 10-K for the year ended December 31, 2016. Valley assumes no obligation for updating

any such forward-looking statement at any time.

Item 9.01	Financial Statements and Exhibits.
(d) Exhibits
99.1	Valley National Bancorp presentation materials used for investor call regarding the Merger held on July 26, 2017.
	These presentation materials disclosed in this Item 9.01 as Exhibit 99.1 shall be considered “furnished” but not “filed” for purposes of the Exchange Act.
99.2	Joint press release, dated July 26, 2017, announcing the Merger.

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.

Dated:  July 26, 2017	VALLEY NATIONAL BANCORP
	By:	/s/ Alan D. Eskow
		Alan D. Eskow
		Senior Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
(d) Exhibits
99.1	Valley National Bancorp presentation materials used for investor call regarding the Merger held on July 26, 2017.
	These presentation materials disclosed in this Item 9.01 as Exhibit 99.1 shall be considered “furnished” but not “filed” for purposes of the Exchange Act.
99.2	Joint press release, dated July 26, 2017, announcing the Merger.

EX-99.1

© 2017 Valley National Bank®. Member FDIC. Equal Opportunity Lender. All Rights Reserved. Valley National Bancorp to Acquire USAmeriBancorp, Inc. Enhancing Florida Franchise EXHIBIT 99.1

Forward Looking Statements The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about new and existing programs and products, acquisitions, relationships, opportunities, taxation, technology, market conditions and economic expectations. These statements may be identified by such forward- looking terminology as “should,” “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “usually,” “anticipate,” or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are not limited to: failure to obtain shareholder or regulatory approval for the merger of USAmeriBancorp, Inc. ("USAB") with Valley or to satisfy other conditions to the merger on the proposed terms and within the proposed timeframe; delays in closing the merger; the inability to realize expected cost savings and synergies from the merger of USAB with Valley in the amounts or in the timeframe anticipated; changes in the estimate of non-recurring charges; the diversion of management’s time on issues relating to the merger; costs or difficulties relating to integration matters might be greater than expected; material adverse changes in Valley’s or USAB’s operations or earnings; an increase or decrease in the stock price of Valley during the 30 day pricing period prior to the closing of the merger which could cause an adjustment to the exchange ratio or give either Valley or USAB the right to terminate the merger agreement under certain circumstances; the inability to retain USAB’s customers and employees; weakness or a decline in the economy, mainly in New Jersey, New York, Florida and Alabama, as well as an unexpected decline in commercial real estate values within our market areas; less than expected cost reductions and revenue enhancement from Valley's cost reduction plans including its earnings enhancement program called "LIFT"; damage verdicts or settlements or restrictions related to existing or potential litigations arising from claims of breach of fiduciary responsibility, negligence, fraud, contractual claims, environmental laws, patent or trade mark infringement, employment related claims, and other matters; the loss of or decrease in lower-cost funding sources within our deposit base may adversely impact our net interest income and net income; cyber attacks, computer viruses or other malware that may breach the security of our websites or other systems to obtain unauthorized access to confidential information, destroy data, disable or degrade service, or sabotage our systems; results of examinations by the OCC, the FRB, the CFPB and other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to increase our allowance for credit losses, write-down assets, require us to reimburse customers, change the way we do business, or limit or eliminate certain other banking activities; changes in accounting policies or accounting standards, including the new authoritative accounting guidance (known as the current expected credit loss (CECL) model) which may increase the required level of our allowance for credit losses after adoption on January 1, 2020; higher or lower than expected income tax expense or tax rates, including increases or decreases resulting from changes in tax laws, regulations and case law; our inability to pay dividends at current levels, or at all, because of inadequate future earnings, regulatory restrictions or limitations, and changes in our capital requirements; higher than expected loan losses within one or more segments of our loan portfolio; unanticipated loan delinquencies, loss of collateral, decreased service revenues, and other potential negative effects on our business caused by severe weather or other external events; unexpected significant declines in the loan portfolio due to the lack of economic expansion, increased competition, large prepayments, changes in regulatory lending guidance or other factors; and the failure of other financial institutions with whom we have trading, clearing, counterparty and other financial relationship. A detailed discussion of factors that could affect our results is included in our SEC filings, including the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2016. We undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in our expectations. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. 2

3 Additional Information and Where to Find It This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed merger, Valley intends to file a joint proxy statement/prospectus with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the registration statement (when available) and other documents filed by Valley with the Commission at the Commission’s web site at www.sec.gov. These documents may be accessed and downloaded for free at Valley’s web site at http://www.valleynationalbank.com/filings.html or by directing a request to Dianne M. Grenz, Executive Vice President, Valley National Bancorp, at 1455 Valley Road, Wayne, New Jersey 07470, telephone (973) 305-3380. Participants in the Solicitation This communication is not a solicitation of a proxy from any security holder of Valley or USAB. However, Valley, USAB, their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from USAB’s shareholders in respect of the proposed transaction. Information regarding the directors and executive officers of Valley may be found in its definitive proxy statement relating to its 2017 Annual Meeting of Shareholders, which was filed with the Commission on March 17, 2017 and can be obtained free of charge from Valley’s website. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. Preferred Stock Offering This presentation shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the preferred stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offering of the preferred stock is being made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Strategic Focus to Achieve 2020 Vision 4 66.2% 61.2% 59.6% <55.0% 2015 2016 2017 YTD Long-Term Goal Efficiency Ratio1 12% 14% 13% 15% - 20% 2015 2016 2017 YTD Long-Term Goal Non-Int Income / Total Revenue 13% 7% 6% 8% - 10% 2015 2016 2017 Annualized Long-Term Goal Loan Growth Exclusive of Whole Bank Acquisitions 1Refer to the disclosure in the appendix regarding the calculation for the efficiency ratio Enhance Non-Interest Revenue Grow Customer Base Improve Operating Efficiency Improve Earnings Performance Improve Operating Efficiency

Overview of USAmeriBancorp, Inc. 5 Company Overview Financial Highlights ($ in Millions) Management Team USAB Deposit Franchise (3) • Founded in 2007 • Headquartered in Clearwater, FL • Acquired Alexander City, AL-based Aliant Financial Corporation in 2011 Market Market No. of Deposits MSA Rank Share (%) Branches ($mm) Tampa-St. Petersburg-Clearwater, FL 8 3.4% 14 $2,114 Montgomery, AL 7 5.7 6 441 Birmingham-Hoover, AL 14 0.9 5 321 Alexander City, AL 1 52.7 3 289 Auburn-Opelika, AL 13 1.9 1 47 Total: 29 $3,211 Name Title Joseph V. Chillura President & CEO Alfred T. Rogers, Jr. Executive VP and Chief Lending Officer Amanda J. Stevens Executive VP & CFO Loans (2) Deposits (2) Non-Interest Demand 25% Savings, MMA & O her Checking 46% Retail Time 6% Jumbo Time 23% Construction 12% Residential R.E. 14% Commercial R.E. 54% Commercial & Industrial 18% Consumer & Other 2% (1) See Non-GAAP disclosures on slide 18 (2) As of June 30, 2017 (3) Per SNL Financial, as of June 30, 2016 2016Y 2017Q2 Net Interest Income $126.0 $35.5 Non Interest Income 14.3 5.2 Provision 6.0 (0.0) Non Interest Expenses 75.9 21.2 Net Income 43.4 12.7 ROAA (%) 1.12% 1.19% ROACE (%) 14.37 15.19 Net Interest Margin (%) 3.53 3.60 Efficiency Ratio (%) 54.1 52.2 Total Assets $4,153.3 $4,382.9 Gross Loans 3,373.6 3,585.7 Total Deposits 3,478.0 3,530.0 Total Equity 319.7 345.2 TCE / TA (%) (1) 7.2% 7.4% Loans/ Deposits (%) 97 102 Leverage Ratio (%) 8.0 8.1 Tier 1 Ratio (%) 9.0 9.1 Total Capital Ratio (%) 11.7 12.1 Pr of ita bi lit y Ba la nc e Sh ee t Ca pi ta l Ra tio s In co m e St at em en t

$3,076 $3,632 $4,153 $4,383 $2,500 $3,000 $3,500 $4,000 $4,500 $5,000 2014 2015 2016 Q2 2017 USAmeriBancorp, Inc. Financial Performance $25 $33 $42 $48 $20 $25 $30 $35 $40 $45 $50 2014 2015 2016 Q2 2017 Ann. 6 Net Income to Common ($ Million) Total Assets ($ Million) Return on Average Assets (%) Efficiency Ratio (%) 0.92% 1.03% 1.12% 1.19% 0.50% 0.75% 1.00% 1.25% 2014 2015 2016 Q2 2017 58.2% 54.1% 54.1% 52.2% 48% 50% 52% 54% 56% 58% 60% 2014 2015 2016 Q2 2017

Orlando Branches 5 Loans $0.5B Deposits $0.5B Market Share 1.2% Bolstering Valley’s Florida Franchise 7 Tampa (1) Branches 18 Loans $3.1B Deposits $2.5B Market Share 3.6% Southeast Branches 13 Loans $0.9B Deposits $1.3B Market Share 0.6% Penetrating Florida’s Most Dynamic Markets (1) Pro Forma for USAB acquisition. Pro Forma market share as of 6/30/2016, Source SNL Financial Florida Total (1) Branches 46 Loans $4.8B Deposits $4.9B CNLBank (2015) 1st United Bank (2014) USAmeriBank (2018) Florida Acquisitions Southeast Orlando Tampa Other Florida Markets: Branches -10, Loans - $0.3B, Deposits - $0.6B

Professional & Business Services 18% Education & Health Services 15% Leisure & Hospitality 12% Total Government 12% Retail Trade 12% Finance & Insurance 6% Construction 6% Other 19% Tampa Market Highlights 8 Pro Forma VLY Florida Deposit Franchise (1) Tampa Highlights Source: SNL Financial, Tampa Hillsborough Economic Development Corporation (1) Deposit data as of June 30, 2016 MSA Pro Forma VLY / USAB Deposits in % of FL Market Market Deposits Market Share Deposits MSA ($ bn) (%) Rank (%) Branches ($ mm) Tampa-St. Petersburg-Clearwater 61 11.7 8 3.6 18 2,230 Miami-Fort Lauderdale-West Palm Beach 226 43.0 25 0.6 13 1,382 Orlando-Kissimmee-Sanford 45 8.5 13 1.2 5 523 Cape Coral-Fort Myers 15 2.9 19 1.2 3 186 Jacksonville 59 11.1 20 0.3 3 161 Naples-Immokalee-Marco Island 15 2.9 30 0.4 1 57 Sebastian-Vero Beach 4 0.8 16 0.6 1 26 Palm Bay-Melbourne-Titusville 8 1.6 16 0.3 1 21 North Port-Sarasota-Bradenton 19 3.7 37 0.1 1 16 • Tampa Bay is the second largest MSA in Florida and 18th largest in the U.S. by population ‒ $61 billion of deposits ‒ Expected population growth of 6.5% by 2022 • 3.8% unemployment rate compares favorably to Florida (4.0%) and national (4.1%) levels • Home to over 112,000 businesses • Key Industries include: Financial Services, Life Sciences, Defense and Security, Manufacturing, Medical Devices, and Technology Tampa Employment by Sector Key Employers in Tampa

Alabama Franchise 9 Pro Forma VLY Alabama Deposit Franchise Alabama Highlights Source: US Census, SNL Financial, Montgomery Chamber of Commerce, Birmingham Business Alliance, CNN Money Deposit data as of June 30, 2016 and June 30, 2015, where applicable • Franchise obtained through acquisition of Aliant Financial Corporation ̶ Serves as low cost deposit generator within a growing market • 13% of non-farm employment in manufacturing sector Montgomery and Birmingham • Key Industries: Banking, Education, Technology, and Healthcare • Key Employers: AT&T, Honda, Regions Financial, Hyundai Motors, Baptist Health Systems, ALFA Insurance Key Statistics – Montgomery and Birmingham MSA Pro Forma VLY / USAB Deposits in % of AL Market Market Deposits Market Share Deposits MSA ($ bn) (%) Rank (%) Branches ($ bn) Montgomery, AL 8 8.0 7 5.7 6 441 Birmingham-Hoover, AL 37 38.6 14 0.9 5 321 Alexander City, AL 1 0.6 1 52.7 3 289 Auburn-Opelika, AL 2 2.5 13 1.9 1 47 Total Alabama 15 1,098 1,151 373 0 200 400 600 800 1,000 1,200 1,400 Birmingham Montgomery Population In thousands 46,569 15,237 0 10,000 20,000 30,000 40,000 50,000 60,000 Birmingham Mo tgo ery $101 $34 Small Businesses Sales in billions 255 332 321 441 0 100 200 300 400 500 600 Birmingham Montgomery USAB 2015 Deposits USAB 2016 Deposits 14 7 USAB 2016 DMS Rank $ in millions USAB Deposit Growth

Transaction Rationale Strong Strategic Fit • As the 5th largest community bank headquartered in Florida, USAmeriBank provides significant scale to Valley’s Florida franchise, specifically in the Tampa Bay Market • Increases Valley’s loan and deposit exposure in Florida by ~130% and 100%, respectively • USAmeriBank has a history of consistent growth, strong profitability, and stable asset quality • Low-cost core funding base includes 25% non-interest bearing deposits • Strong and experienced leadership team to drive future growth Financially Compelling • Expected to be immediately accretive to EPS, excluding restructure charges • Modest dilution to tangible book value per share with 4.7 year earnback Conservative Acquisition • Comprehensive credit, business, financial, and legal due diligence • Credit mark in excess of existing reserves • Retention of key personnel • Extensive integration experience • Pricing protection to preserve financial outcomes 10 Note: Pricing metrics using VLY closing price of $12.40 as of 7/25/2017

Key Transaction Terms Consideration & Structure Transaction Value: • $815.7 million Structure: • 100% stock / 0% cash (1) Exchange Ratio: • Fixed exchange ratio of 6.100x (2) Pricing Multiples Price / Tangible Book Value: • 238% of USAB’s 6/30/2017 tangible book value Price / LTM EPS: • 16.4x of USABs’s LTM net income Price / 2018 EPS + Cost Savings (3): • 11.4x Core Deposit Premium • 18.2% Closing & Other Due Diligence: • Comprehensive due diligence performed over 8 weeks including thorough review of USAB’s loan portfolio Approvals: • Customary regulatory approvals & approval of both VLY & USAB shareholders Management Representation: • VLY inherits USAB’s strong & seasoned Florida & Alabama teams Expected Closing: • Q1 2018 11 Note: Pricing metrics using VLY closing price of $12.40 as of 7/25/2017 (1) In certain circumstances outlined in Definitive Merger Agreement, Valley may choose to substitute some component of cash for stock (2) Subject to cuffs and collars as outlined in Definitive Merger Agreement (3) Using Valley’s projections of USAB earnings inclusive of fully phased-in cost savings

Key Transaction Assumptions 12 Expense Savings • Estimated pre-tax expense savings of approximately $26 million (~28% of USAB G&A expenses) phased in 75% in 2018, and excluding CDI amortization Transaction Expenses • Expected to be approximately $32 million pre-tax Capital Raise • Preferred equity raise of approximately $75 million, launched concurrently with announcement of USAB acquisition Purchase Accounting & Other Adjustments • Gross credit mark: $63 million, equal to 1.75% of USAB loans • Core deposit intangible: 1.15% ($30 million) • Additional purchase accounting adjustments: $6 million write-down to assets • Estimated Durbin Amendment impact on USAB earnings: $400k Note: Pricing metrics using VLY closing price of $12.40 as of 7/25/2017

Pro-Forma Impact Financial Summary 13 Note: Pro forma impacts presented inclusive of anticipated preferred stock capital raise Note: Assumes pricing based on VLY closing price of $12.40 as of 7/25/2017 (1)Estimated financial impact is presented solely for illustrative purposes using mean analyst estimates. Includes purchase accounting marks and cost savings, as well as approximately $75 million preferred stock capital raise (2)See Non-GAAP disclosures on slide 19 Key Transaction Impacts to VLY (1) 2018E EPS Accretion ~3% 2019E EPS Accretion ~6% Initial Tangible Book Value Dilution 5.5% Tangible Book Value Earnback Period 4.7 years As of June 30, 2017 Proforma (1) VLY USAB As of and for the year ended December 31, 2017 Balance Sheet (S in Millions) Total Assets $23,449 $4,383 $29,046 Gross Loans HFI 17,711 3,586 21,766 Deposits 17,250 3,530 21,286 Tangible Common Equity (2) 1,578 323 1,910 Capital Ratios TCE/TA (2) 6.9% 7.4% 6.9% Leverage Ratio 7.7% 8.1% 7.9% Common Equity Tier I Ratio 9.2% 8.4% 9.0% Tier I Ratio 9.8% 9.1% 10.0% Total Risk-based Capital Ratio 12.0% 12.1% 12.2% Loan Concentration Ratios C&D / Tier 1 + ALLL 47% 108% 58% CRE / Total Risk-based Capital 433% 367% 417%

Year Recent Bank Acquisitions State Asset Size 2017 USAmeriBank FL $4.4 billion 2015 CNLBank FL $1.4 billion 2014 1st United Bank FL $1.7 billion 2012 State Bank of Long Island NY $1.6 billion 2010 The Park Avenue Bank (FDIC) NY $0.5 billion 2010 LibertyPointe Bank (FDIC) NY $0.2 billion 2008 Greater Community Bank NJ $1.0 billion 2005 NorCrown Bank NJ $0.6 billion 2005 Shrewsbury State Bank NJ $0.4 billion Keys to Execution Success Proven Acquirer & Retention of Key Personnel 14 USAmeriBank CNLBank 1st United Bank • VLY has retention agreements with USAB President & CEO Joseph V. Chillura, Chief Lending Officer Alfred T. Rogers, Jr. and other key management • USAB Chairman Jennifer W. Steans is expected to join VLY’s board of directors

USAmeriBancorp Acquisition Appendix 15

Due Diligence Process Due Diligence Departments Accounting Human Resources AML/BSA Compliance Information Security Appraisal Review Legal Audit Loan Review Commercial Lending Property Management Consumer Lending Regulatory Compliance Corporate Treasury Residential Mortgage CRA Retail Banking Credit Risk Management Risk Management Deposit Operations Tax Executive Technology 16 Due Diligence Scope • Comprehensive on-site and off-site due diligence conducted over an 8 week period - Detailed evaluation of over 950 electronic documents provided in virtual data room - 22 departments participated in thorough review of complementary functions: Credit Due Diligence • Targeted review over the course of three weeks covering: - 75% of commercial balances including all criticized loans with balances above $300,000 - 84% of construction portfolio - 77% of residential real estate portfolio - 72% of home equity balances - 75% of consumer balances Observations of Loan Portfolio • Strong existing asset quality metrics: - 0.76% NPAs / total assets as of June 30, 2017 • $63 million pre-tax credit mark equaling 1.75% of total loans • Existing allowance for loan losses of $41 million

Pro Forma Loan & Deposit Composition 17 Valley USAmeriBank Pro Forma Loa n s D e po si ts Construction 5% Residential R.E. 15% Commercial R.E. 52% Commercial & Industrial 15% Consumer & Other 13% Construction 12% Residential R.E. 14% Commercial R.E. 54% Commercial & Industrial 18% Consumer & Other 2% Construction 6% Residential R.E. 15% Commercial R.E. 53% Commercial & Industrial 15% Consumer & Other 11% Non-Interest Demand 30% Savings, NOW and Money Market 50% Retail Time 9% Jumbo Time 11% Non-Interest Demand 25% Savings, NOW and Money Market 46% Retail Time 6% Jumbo Time 23% Non-Interest Demand 29% Savings, NOW and Money Market 50% Retail Time 8% Jumbo Time 13% Source: SNL Financial Note: Loan and deposit data as of June 30, 2017 Total Loans: $17.7 billion Total Loans: $3.6 billion Total Loans: $21.3 billion Total Deposits: $17.3 billion Total Deposits: $3.5 billion Total Deposits: $20.8 billion Cost of Deposits: 0.53% Cost of Deposits: 0.59% Cost of Deposits: 0.54%

Non-GAAP Disclosure Reconciliations USAB 18 (1) Pro Forma includes estimated purchase accounting adjustments USAB USAB USAB $ in millions 2015Y 2016Y 6/30/2017 Total Assets 3,632 4,153 4,383 Less: Goodwill & Other Intangibles (13) (13) (12) Total Tangible Assets (TA) 3,619 4,141 4,371 Total Common Equity 270 310 335 Less: Goodwill & Other Intangibles (13) (13) (12) Total Tangible Common Equity (TCE) 257 297 323 TCE / TA (%) 7.1% 7.2% 7.4%

© 2010 Valley National Bank. Member FDIC. Equal Opportunity Lender. Non-GAAP Disclosure Reconciliations 6/30/2017 19 (1) Pro Forma includes estimated purchase accounting adjustments $ in millions VLY 6/30/2017 USAB 6/30/2017 Pro-Forma (1) 12/31/2017 Total Assets 23,449 4,383 29,046 Less: Goodwill & Other Intangibles (734) (12) (1,235) Total Tangible Assets (TA) 22,715 4,371 27,811 Total Common Equity 2,312 335 3,145 Less: Goodwill & Other Intangibles (734) (12) (1,235) Total Tangible Common Equity (TCE) 1,578 323 1,910 TCE / TA (%) 6.9% 7.4% 6.9%

Operating Efficiency Calculation for efficiency ratio Six Months Ended Years Ended ($, thousands) June 30, December 31, December 31, 2017 2016 2015 Total non-interest expense 240,191 476,125 499,075 Less: Amortization of tax credit investment 13,056 34,744 28,032 Less: Loss on extinquishment of debt 51,129 Total non-interest expense, adjusted 227,135 441,381 419,914 Net interest income 331,489 618,149 550,269 Total non-interest income 49,749 103,225 83,802 Total net interest income and non-interest income 381,238 721,374 634,071 Less: Change in FDIC loss-share receivable -312 -1 Total net interest income and non-interest income, adjusted 381,238 721,686 634,072 Efficiency ratio 63.00% 66.00% 78.71% Efficiency ratio, adjusted 59.58% 61.16% 66.22% 20

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE	Contact:	Valley National Bancorp
		Alan D. Eskow
		Senior Executive Vice President and
		Chief Financial Officer
		(973) 305-4003

VALLEY NATIONAL BANCORP TO ACQUIRE USAMERIBANCORP, INC. AND SUBSTANTIALLY ENHANCE ITS FLORIDA FRANCHISE

WAYNE, N.J. – Wednesday, July 26, 2017 – In a merger of two banks with a similar focus on personal service and community involvement, Valley National Bancorp (“Valley”) (NYSE:VLY) announced today that it is expanding its Florida presence and moving into Alabama by acquiring USAmeriBancorp, Inc. (“USAB”) (OTC Pink: USAB).

The companies have entered into a merger agreement in which the common shareholders of USAB will receive 6.1 shares of Valley common stock for each USAB share they own, subject to adjustment in the event Valley’s volume-weighted average stock price falls below $11.50 or rises above $13.00 prior to closing. The transaction is valued at an estimated $816 million, based on Valley’s closing stock price on July 25, 2017.

Valley, and its wholly-own subsidiary, Valley National Bank, has approximately $23.4 billion in assets, $17.8 billion in loans, $17.3 billion in deposits and 209 branches in New Jersey, New York and Florida.

USAB, and its wholly-owned subsidiary, USAmeriBank, headquartered in Clearwater, Florida, has approximately $4.4 billion in assets, $3.6 billion in loans, $3.5 billion in deposits, and maintains a branch network of 30 offices.

The acquisition represents a significant addition to Valley’s Florida franchise, and will meaningfully enhance its presence in the Tampa Bay market, which is Florida’s second largest metropolitan area by population. The acquisition will also bring Valley to the Birmingham, Montgomery, and Tallapoosa areas in Alabama, where USAmeriBank maintains 15 offices contributing approximately $1.1 billion of deposits and $520 million in loans.

Gerald H. Lipkin, Chairman & CEO commented that, “This will be our third acquisition in Florida since 2014 and is consistent with our goal to expand our franchise in the high growth markets of Florida. USAB has a strong record of profitability and growth. We are excited about our collaboration with Joseph V. Chillura, CEO of USAB, who will join Valley as a key member of our executive team.”

Valley has consistently prioritized the retention of key individuals from acquisitions in order to service key clients of an acquired bank and remains committed to this effort. Key leaders from USAB’s team will join Valley to help drive continued growth efforts in the Florida and Alabama markets. Additionally, USAB Chairman Jennifer W. Steans is expected to join Valley’s board of directors.

“We are fortunate to have found a partner that shares the same quality corporate culture and focus on personal service as USAmeriBank,” said Jennifer Steans, Chairman of the Board of USAmeriBancorp. “Valley is a strong regional bank focused on helping its customers succeed, so this is a win-win for our employees, customers, and shareholders.”

“We are excited to join the Valley team,” said Joseph V. Chillura, CEO of USAmeriBancorp, who will stay on as Regional President of the Florida West Coast (Tampa to Naples) and Alabama Division after the merger is complete. “Together we will be better able to serve, and expand, our customer relationships in the Tampa Bay and central Alabama areas.  Valley has demonstrated professionalism throughout this process, and has remained focused on continuity.  We are extremely proud of everyone at USAmeriBank for building a terrific bank and I am convinced this partnership will significantly benefit our stakeholders, banking customers and the communities we serve.”

Valley anticipates that the merger with USAB, which will involve changing USAmeriBank's name to Valley National Bank in its Florida and Alabama locations, will be a non-taxable transaction. The combined company is expected to have approximately $28 billion in assets, $21 billion in loans, $21 billion in deposits, and 239 branches across New Jersey, New York, Florida, and Alabama.

The Boards of Directors of both companies, after extensive review and due diligence, have unanimously approved the transaction. The acquisition is expected to close early in the first quarter of 2018, subject to standard regulatory approvals, shareholder approvals from Valley and USAB, as well as other customary conditions.

In connection with this announcement, Valley has commenced a preferred stock offering of approximately $75 million. Inclusive of this offering, Valley anticipates this transaction will be accretive to Valley’s per share earnings within 12 months from closing.

Combination of Strong and Well-Capitalized Banks

The transaction with USAB has similar characteristics to prior whole-bank acquisitions undertaken by Valley. Valley has a track record of integrating mergers designed to minimize customer disruption, and deliver profitable growth while maintaining strong credit quality and a well-capitalized balance sheet. Selected data for the combined entity, on a pro-forma basis as of June 30, 2017, include:

• Approximately $28 billion in assets

• Nearly $21 billion in loans

• 239 branches, including 140 in northern and central New Jersey, 38 in Manhattan, Brooklyn, Queens and Long Island, 46 in Florida, and 15 in Alabama

• All regulatory capital ratios will be above the fully phased in Basel III minimum levels including the capital conservation buffer.

Transaction Summary

Under the terms of the definitive agreement signed by the companies, each USAB shareholder will receive 6.1 shares of Valley common stock for each share of USAB common stock if Valley’s volume-weighted

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average closing price during the 30 day trading ending 5 days prior to closing is between $11.50 and $13.00. In the event that the volume-weighted average closing price is less than $11.50, then the exchange ratio shall be $69.00 divided by the volume-weighted average closing price. If Valley’s volume-weighted average closing price is greater than $13.00, then the exchange ratio shall be $79.30 divided by the volume-weighted average closing price. Both Valley and USAB have walkaway rights if the volume-weighted average closing price is below $11.00 and USAB has a walkaway right if the volume-weighted average closing price is above $13.50.

Following are selected terms and metrics associated with the transaction based upon current projections, including the impact of the proposed preferred stock offering:

• Purchase price represents a fixed 6.1x for 1 exchange ratio (subject to adjustment)

• Total transaction value of approximately $816 million

• Price to LTM EPS of 16.4x

• Price to 2018 EPS + Cost Savings of 11.4x

• Price to tangible book value of 2.38x

• Tangible book value dilution of 5.5% with an earn-back period of approximately 4.7 years

• Anticipated to be accretive to earnings in 2018, including preferred stock issuance

• Core deposit premium of 18.2%

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the preferred stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offering of the preferred stock is being made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Valley was advised by Keefe, Bruyette & Woods, Inc., a Stifel Company, MG Advisors, Inc. and the law firm of Day Pitney LLP. USAB was advised by the investment banking firm of Sandler O’Neill + Partners, L.P., Hovde Group, LLC and the law firm of Barack Ferrazzano Kirschbaum & Nagelberg LLP.

Investor Conference Call

Executives from Valley and USAB will host a conference call with investors and the financial community at 10:00 AM Eastern Standard Time, today to discuss this transaction. Those wishing to participate in the call may dial toll-free (800) 230-1766. Investor presentation materials on this transaction will be made available prior to the conference call at www.valleynationalbank.com.

About Valley

Valley National Bancorp is a regional bank holding company headquartered in Wayne, New Jersey with approximately $23 billion in assets. Its principal subsidiary, Valley National Bank, currently operates over 200 branch locations in northern and central New Jersey, the New York City boroughs of Manhattan, Brooklyn, Queens and Long Island, and Florida. Valley National Bank is one of the largest commercial banks headquartered in New Jersey with executive offices in Manhattan and West Palm Beach. Helping communities grow and prosper is the heart of Valley's corporate citizenship philosophy.

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For more information about Valley National Bank and its products and services, please visit a convenient branch location, www.valleynationalbank.com or call our Customer Service Team at 800-522-4100.

About USAmeriBank

USAmeriBank is an independent, non-public bank based in Clearwater, Florida, that has established itself as an outstanding middle-market financial institution. The bank serves the needs of individuals and businesses in the Tampa Bay area in Florida, and in the Birmingham, Montgomery and Tallapoosa areas in Alabama, by providing a high-level of personalized service and attention to a targeted customer base. USAmeriBank’s parent company is USAmeriBancorp, Inc. More information is available at www.USAmeriBank.com.

Additional Information and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.  In connection with the proposed Merger, Valley intends to file a Registration Statement on Form S-4 that will include a joint proxy statement/prospectus with the Securities and Exchange Commission (the “Commission”).  Valley may file other documents with the Commission regarding the proposed transaction.  A definitive joint proxy statement/prospectus will be mailed to the shareholders of Valley and the shareholders of USAmeriBancorp.  INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE COMMISSION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  Investors and security holders may obtain a free copy of the registration statement (when available), including the joint proxy statement/prospectus and other documents containing information about Valley and USAmeriBancorp at the Commission’s web site at www.sec.gov.  These documents may be accessed and downloaded for free at Valley’s web site at http://www.valleynationalbank.com/filings.html or by directing a request to Dianne M. Grenz, Executive Vice President, Valley National Bancorp, at 1455 Valley Road, Wayne, New Jersey 07470, telephone (973) 305-3380.

Participants in the Solicitation

This communication is not a solicitation of a proxy from any security holder of USAmeriBancorp or Valley.  However, Valley, USAmeriBancorp, their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from USAmeriBancorp’s shareholders in respect of approval of the Merger and the solicitation of proxies from Valley’s shareholders in respect of approval of the issuance of shares of common stock of Valley in connection with the Merger.  Information regarding the directors and executive officers of Valley may be found in its definitive proxy statement relating to its 2017 Annual Meeting of Shareholders, which was filed with the Commission on March 17, 2017 and in its Annual Report on Form 10-K for the year ended December 31, 2016, each of which can be obtained free of charge from Valley’s website.  Information regarding the directors and executive officers of USAmeriBancorp may be found in the Registration Statement on Form S-4 when it becomes available.  Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in

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the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

Forward Looking Statements

The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about new and existing programs and products, relationships, opportunities, taxation, technology and market conditions. These statements may be identified by such forward-looking terminology as “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “usually,” “anticipate,” or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ from those contemplated by such forward-looking statements include, but are not limited to, the following: failure to obtain shareholder or regulatory approval for the merger of USAB with Valley or to satisfy other conditions to the merger on the proposed terms and within the proposed timeframe; delays in closing the merger; the inability to realize expected cost savings and synergies from the merger of USAB with Valley in the amounts or in the timeframe anticipated; changes in the estimate of non-recurring charges; the diversion of management's time on issues relating to the merger; costs or difficulties relating to integration matters might be greater than expected; material adverse changes in Valley’s or USAB’s operations or earnings; an increase or decrease in the stock price of Valley during the 30 day pricing period prior to the closing of the merger which could cause an adjustment to the exchange ratio or give either Valley or USAB the right to terminate the merger agreement under certain circumstances; the inability to retain USAB’s customers and employees; or weakness or a decline in the economy, mainly in New Jersey, New York, Florida, and Alabama, as well as the risk factors set forth in Valley’s Annual Report on Form 10-K for the year ended December 31, 2016. Valley assumes no obligation for updating any such forward-looking statement at any time.

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