Provident Financial Services, Inc. Announces Pricing and Upsizing of Subordinated Notes Offering
09 Mai 2024 - 11:47PM
Provident Financial Services, Inc. (NYSE:PFS) (the
“Company”), the holding company for Provident Bank (the
“Bank”), today announced the pricing of its offering of $225
million of its 9.00% fixed-to-floating rate subordinated notes due
2034 (the “Notes”) in a registered public offering (the
“Offering”). The Notes will initially bear interest at 9.00% per
annum, with interest payable semiannually in arrears, commencing on
the issue date, to, but excluding, May 15, 2029. Commencing May 15,
2029, the interest rate on the Notes will reset quarterly to a
floating rate per annum equal to a benchmark rate that is expected
to be Three-Month Term SOFR (which is defined in the Notes) plus
476.5 basis points, with interest payable quarterly in arrears. The
Company may redeem the Notes, in whole or in part, on and after May
15, 2029, at a price equal to 100% of the principal amount of the
Notes being redeemed plus accrued and unpaid interest thereon. The
Notes will mature on May 15, 2034 if they are not earlier redeemed.
Based upon the pricing and market demand for the Notes, the Company
elected to increase the aggregate principal amount of the Notes to
$225 million from the previously announced amount of $200 million.
The Company expects to close the Offering,
subject to the satisfaction of customary closing conditions, on or
about May 13, 2024. The purpose of the Offering is to satisfy
certain previously announced regulatory conditions that were agreed
to in connection with the merger (the “Merger Transaction”) between
the Company and Lakeland Bancorp, Inc. (“Lakeland”). The Company
intends to invest all of the net proceeds from the Offering in the
Bank. The Bank expects that the net proceeds will be initially
invested in securities and used for other general corporate
purposes, which may include the repayment of Federal Home Loan Bank
advances and other indebtedness. The Notes are intended to qualify
as Tier 2 capital for regulatory purposes.
Piper Sandler & Co. and Keefe, Bruyette
& Woods, A Stifel Company are acting as joint book-running
managers for the Offering.
This press release is neither an offer to sell
nor a solicitation of an offer to purchase any securities of the
Company. There will be no sale of securities in any jurisdiction in
which such an offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such jurisdiction. Any offer to sell or solicitation of an offer to
purchase securities of the Company will be made only pursuant to a
prospectus supplement and prospectus filed with the Securities and
Exchange Commission (the “SEC”). The Company has filed a
registration statement (including a prospectus) (File No.
333-275213) and a preliminary prospectus supplement with the SEC
for the Offering to which this press release relates. Before making
an investment decision, you should read the prospectus and
preliminary prospectus supplement and other documents that the
Company has filed with the SEC for additional information about the
Company and the Offering.
Copies of the preliminary prospectus supplement
and accompanying base prospectus relating to the Offering can be
obtained without charge by visiting the SEC’s website at
www.sec.gov, or may be obtained by emailing Piper Sandler & Co.
at fsg-dcm@psc.com or by emailing Keefe, Bruyette & Woods, A
Stifel Company at USCapitalMarkets@kbw.com.
About Provident
Provident Financial Services, Inc. (NYSE: PFS)
is the holding company for Provident Bank, a New Jersey
State-charted community-oriented bank offering “Commitment you can
count on” since 1839. Provident Bank provides a comprehensive array
of financial products and services through its network of branches
throughout northern and central New Jersey, Bucks, Lehigh and
Northampton counties in Pennsylvania, as well as Queens and Nassau
Counties in New York. The Bank also provides fiduciary and wealth
management services through its wholly owned subsidiary, Beacon
Trust Company, and insurance services through its wholly owned
subsidiary, Provident Protection Plus, Inc.
Forward-Looking Statements
This news release contains a number of
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
These statements may be identified by use of words such as
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “likely,” “may,” “outlook,” “plan,” “potential,”
“predict,” “project,” “should,” “will,” “would” and similar terms
and phrases, including references to assumptions.
The forward-looking statements reflect the
Company’s current views about future events and financial
performance and are subject to risks, uncertainties, assumptions
and changes in circumstances that may cause our actual results to
differ significantly from historical results and those expressed in
any forward looking statement. Some factors that could cause actual
results to differ materially from historical or expected results
include, but are not limited to, those set forth in Item 1A of the
Company's Annual Report on Form 10-K, as may be supplemented by its
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and
those related to the economic environment, particularly in the
market areas in which the Company operates; inflation and
unemployment; competitive products and pricing; real estate values;
fiscal and monetary policies of the U.S. Government; changes in
accounting policies and practices that may be adopted by the
regulatory agencies and the accounting standards setters; changes
in government regulations affecting financial institutions,
including regulatory fees and capital requirements; changes in
prevailing interest rates; acquisitions and the integration of
acquired businesses; credit risk management; asset-liability
management; the financial and securities markets, the availability
of and costs associated with sources of liquidity; the ability of
the Company to complete the Offering on expected terms or at all;
the possibility that the Merger Transaction does not close when
expected or at all; the risk that any announcements relating to the
Offering or the Merger Transaction could have adverse effects on
the market price of the Company’s common stock; risks related to
the potential impact of general economic, political and market
factors on the Company or the Offering; and uncertainty as to the
impacts of natural disasters or health epidemics on the
Company.
The Company cautions readers not to place undue
reliance on any such forward-looking statements which speak only as
of the date they are made. The Company advises readers that the
factors listed above could affect the Company's financial
performance and could cause the Company's actual results for future
periods to differ materially from any opinions or statements
expressed with respect to future periods in any current statements.
The Company does not assume and expressly disclaims any duty, and
does not undertake, to update any forward-looking statements in
this presentation to reflect events or circumstances after the date
of this statement or otherwise.
Contact: |
Provident Financial Services, Inc. |
|
Thomas M. Lyons |
|
Senior Executive Vice President andChief Financial
Officer |
|
Phone: 732-590-9348 |
|
Email: thomas.lyons@provident.bank |
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