JUNIOR SUBORDINATED DEBENTURES ISSUED TO CAPITAL TRUSTS (Note 11)

Valley established VNB Capital Trust I and assumed in acquisitions GCB Capital Trust III, State Bancorp Capital Trust I, and State Bancorp Capital Trust II statutory trusts for the sole purpose of issuing trust preferred securities and related trust common securities. The proceeds from such issuances were used by the trust to purchase an equivalent amount of junior subordinated debentures of Valley. The junior subordinated debentures, the sole assets of the trusts, are unsecured obligations of Valley, and are subordinate and junior in right of payment to all present and future senior and subordinated indebtedness and certain other financial obligations of Valley. Valley does not consolidate its capital trusts based on U.S. GAAP but wholly owns all of the common securities of each trust.

On July 26, 2013, Valley redeemed $15.4 million of the contractual principal amount of the 7.75 percent junior subordinated debentures carried at fair value option, and related trust preferred securities issued by VNB Capital Trust I. On October 25, 2013, Valley redeemed all its remaining junior subordinated debentures issued to VNB Capital Trust I with an aggregate contractual principal balance of $131.3 million, and all of its trust preferred securities, as well as all of the outstanding common securities of the Capital Trust.

The junior subordinated debentures issued to VNB Capital Trust I were measured at fair value under the fair value option, with changes in fair value recognized as charges or credits to current earnings. Net trading gains included non-cash credits of $881 thousand, $2.6 million and $1.3 million for the years ended December 31, 2013, 2012, and 2011, respectively, for the change in the fair value of the junior subordinated debentures issued to VNB Capital Trust I.

The table below summarizes the outstanding junior subordinated debentures and the related trust preferred securities issued by each trust as of December 31, 2013:


	December 31, 2013
	GCB	State Bancorp	State Bancorp
	Capital Trust III	Capital Trust I	Capital Trust II
Junior Subordinated Debentures:
Carrying value ⁽¹⁾	$24,982	$8,424	$7,683
Contractual principal balance	$24,743	$10,310	$10,310
Annual interest rate ⁽²⁾	6.96%	3-month LIBOR + 3.45%	3-month LIBOR + 2.85%
Stated maturity date	July 30, 2037	November 7, 2032	January 23, 2034
Initial call date	July 30, 2017	November 7, 2007	January 23, 2009
Trust Preferred Securities:
Face value	$24,000	$10,000	$10,000
Annual distribution rate ⁽²⁾	6.96%	3-month LIBOR + 3.45%	3-month LIBOR + 2.85%
Issuance date	July 2, 2007	October 29, 2002	December 19, 2003
Distribution dates ⁽³⁾	Quarterly	Quarterly	Quarterly

⁽¹⁾	The carrying value for GCB Capital Trust III includes an unamortized purchase accounting premium of $239 thousand, and the carrying values for State Bancorp Capital Trust I and State Bancorp Capital Trust II include purchase accounting discounts of $1.9 million and $2.6 million, respectively.

⁽²⁾	Interest on GCB Capital Trust III is fixed until July 30, 2017, then resets to 3-month LIBOR plus 1.4 percent. The annual interest rate for all of the junior subordinated debentures and related trust preferred securities excludes the effect of the purchase accounting adjustments.

⁽³⁾	All cash distributions are cumulative.

The junior subordinated debentures issued to VNB Capital Trust I, GCB Capital Trust III, State Bancorp Capital Trust I and State Bancorp Capital Trust II had total carrying values of $147.6 million, $25.1 million, $8.3 million and $7.6 million, respectively, and total contractual principal balances of $146.7 million, $24.7 million, $10.3 million and $10.3 million, respectively, at December 31, 2012. The trust preferred securities issued by VNB Capital Trust I, GCB Capital Trust III, and State Bancorp Capital Trust I and State Bancorp Capital Trust II had total face values of $142.3 million, $24.0 million, $10.0 million and $10.0 million, respectively, at December 31, 2012.

The trust preferred securities are subject to mandatory redemption, in whole or in part, upon repayment of the junior subordinated debentures at the stated maturity date or upon redemption on the date no earlier than the call dates noted in the table above. The trusts’ ability to pay amounts due on the trust preferred securities is solely dependent upon Valley making payments on the related junior subordinated debentures. Valley’s obligation under the junior subordinated debentures and other relevant trust agreements, in aggregate, constitutes a full and unconditional guarantee by Valley of the trusts’ obligations under the trust preferred securities issued. Under the junior subordinated debenture agreements, Valley has the right to defer payment of interest on the debentures and, therefore, distributions on the trust preferred securities, for up to five years, but not beyond the stated maturity date in the table above. Currently, Valley has no intention to exercise its right to defer interest payments on the debentures.

The trust preferred securities are included in Valley’s consolidated Tier 1 capital and total capital for regulatory purposes at December 31, 2013. However, based upon the new final regulatory guidance, our Tier 1 capital treatment of the trust preferred securities issued by our capital trusts (currently allowable under the Dodd-Frank Act) will be 75 percent disallowed starting on January 1, 2015 and fully phased out of Tier 1 capital on January 1, 2016.