Filed Pursuant to Rule 424(b)(5)
Registration No. 333-254696
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 25, 2021)
$150,000,000
VALLEY NATIONAL BANCORP
6.25% Fixed-to-Floating Rate Subordinated Notes due 2032
We are offering $150,000,000 aggregate principal amount of our 6.25%
Fixed-to-Floating Rate Subordinated Notes due 2032 (the Notes). The Notes will mature on September 30, 2032. From and including the date of original issuance
to, but excluding, September 30, 2027 or the date of earlier redemption, the Notes will bear interest at a fixed rate of 6.25% per annum, payable semiannually in arrears on March 30 and September 30 of each year, commencing on March 30, 2023. From
and including September 30, 2027, to, but excluding the maturity date or the date of earlier redemption (the floating rate period), the Notes will bear interest at a rate per annum equal to a benchmark rate (which is expected to be
Three-Month Term SOFR (as defined herein)) plus a spread of 278 basis points for each quarterly interest period during the floating rate period, payable quarterly in arrears on March 30, June 30, September 30 and December 30 of each year, commencing
on December 30, 2027. Notwithstanding the foregoing, in the event that the benchmark rate is less than zero, then the benchmark rate will be deemed to be zero.
We may, at our option, redeem the Notes (i) in whole at any time or in part from time to time, beginning with the interest payment date of
September 30, 2027, and on any interest payment date thereafter or (ii) in whole but not in part upon the occurrence of a Tax Event, a Tier 2 Capital Event or Valley National Bancorp becoming required to register as
an investment company pursuant to the Investment Company Act of 1940, as amended (the 1940 Act). The redemption price for any redemption is 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest
thereon to, but excluding, the date of redemption.
Any early redemption of the Notes will be subject to the receipt of the approval of the Board of
Governors of the Federal Reserve System to the extent then required under applicable laws or regulations, including capital regulations.
There is no
sinking fund for the Notes. The Notes will be unsecured and subordinated in right of payment to the payment of our existing and future senior debt, including all liabilities to our general creditors, and will be effectively subordinated to all of
our secured indebtedness to the extent of the value of the assets securing such indebtedness. The Notes will be structurally subordinated to all of our subsidiaries existing and future indebtedness and other obligations, including the bank
deposits and claims of other creditors of our subsidiary bank. The Notes will be equal in right of payment with any of our existing and future subordinated indebtedness, including our 5.125% subordinated debentures due September 27, 2023, our
4.55% subordinated debentures due June 30, 2025, our 5.25% fixed-to-floating rate subordinated notes due June 15, 2030 and our 3.00% fixed-to-floating rate subordinated notes due June 15, 2031. In the event of our bankruptcy or insolvency, the holders of the Notes will not be entitled to receive any
payment with respect to the Notes until all holders of senior debt are paid in full. The Notes will be obligations of Valley National Bancorp only and are not obligations of, and are not guaranteed by, any of our subsidiaries. For a more detailed
description of the Notes, see Description of Notes.
We do not intend to list the Notes on any securities exchange or to have the Notes quoted
on a quotation system. Currently, there is no public market for the Notes.
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Price to Public (1) |
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Underwriting Discounts (2) |
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Proceeds to Us (Before Expenses) |
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Per Note |
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100.000 |
% |
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1.000 |
% |
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99.000 |
% |
Total |
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$ |
150,000,000 |
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$ |
1,500,000 |
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$ |
148,500,000 |
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(1) |
Plus accrued interest, if any, from the original issue date. |
(2) |
The underwriters will also be reimbursed for certain expenses incurred in this offering. See
Underwriting for details. |
We intend to use an amount equal to the net proceeds from this offering to finance or re-finance, in part or in full, new and/or existing social and/or green eligible assets as described under Use of Proceeds.
Investing in the Notes involves risks, including that the interest rate on the Notes during the floating rate period may be determined based on a rate other
than Three-Month Term SOFR. See Risk Factors beginning on page S-8 of this prospectus supplement and on page 4 of the accompanying prospectus, as
well as the risk factors in our Annual Report on Form 10-K for the year ended December 31, 2021, as they may be supplemented from time to time in subsequent filings with the Securities and Exchange
Commission.
Neither the Securities and Exchange Commission, the Federal Deposit Insurance Corporation (the FDIC), the Federal Reserve
Board, any state securities commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the
contrary is a criminal offense.
The Notes are not savings accounts, deposits or other obligations of any of our bank or non-bank subsidiaries and are not insured or guaranteed by the FDIC or any other governmental agency. The Notes are not guaranteed under the FDICs Temporary Liquidity Guarantee Program.
The underwriters expect to deliver the Notes to purchasers in book-entry form through the facilities of The Depository Trust Company, on or about September 20,
2022, which is the third business day following the date of pricing of the Notes (such settlement being referred to as T+3). See Extended Settlement beginning on page S-iii of
this prospectus supplement and Underwriting beginning on page S-53 of this prospectus supplement for details.
Joint
Book-Running Managers
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Piper Sandler |
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Morgan Stanley |
Co-Manager
R. Seelaus & Co., LLC
The date of this prospectus supplement is September 15, 2022