Edgar Filing: VALLEY NATIONAL BANCORP

Free Writing Prospectus

Capital & Debt Issuance Presentation

Free Writing Prospectus

Filed pursuant to Rule 433

Registration No. 333-202916

Dated June 16,

2015

As corrected

Forward Looking Statements

This presentation 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 our merger with CNLBancshares, Inc. (“CNL”) or to satisfy other conditions to the merger (the “Merger”) on the

proposed terms and within the proposed timeframe including, without limitation, delays in closing the Merger; adverse reaction to the Merger by CNL’s customers or

employees; the diversion of management’s time on issues relating to 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; costs or difficulties relating to integration matters might be greater than

expected; material adverse changes in our operations or earnings; a severe decline in the general economic conditions of New Jersey, the New York Metropolitan area

or Florida; unexpected changes in market interest rates for interest earning assets and/or interest bearing liabilities; less than expected cost savings from long-term

borrowings that mature from 2015 to 2018; government intervention in the U.S. financial system and the effects of and changes in trade, monetary and fiscal policies

and laws, including the interest rate policies of the Federal Reserve; claims and litigation pertaining to fiduciary responsibility, contractual issues, environmental laws

and other matters; higher than expected loan losses within one or more segments of our loan portfolio; declines in value in our investment portfolio, including

additional other-than-temporary impairment charges on our investment securities; unexpected significant declines in the loan portfolio due to the lack of economic

expansion, increased competition, large prepayments or other factors; unanticipated credit deterioration in 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; higher than expected

tax rates, including increases resulting from changes in tax laws, regulations and case law; an unexpected decline in real estate values within our market areas; higher

than expected FDIC insurance assessments; the failure of other financial institutions with whom we have trading, clearing, counterparty and other financial

relationships; lack of liquidity to fund our various cash obligations; unanticipated reduction in our deposit base; potential acquisitions that may disrupt our business;

legislative and regulatory actions (including the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act and related regulations) subject us to

additional regulatory oversight which may result in higher compliance costs and/or require us to change our business model; changes in accounting policies or

accounting standards; our inability to promptly adapt to technological changes; our internal controls and procedures may not be adequate to prevent losses; the

inability to realize expected revenue synergies from the 1st United Bancorp, Inc. (“1st United”) merger in the amounts or in the timeframe anticipated; inability to

retain customers and employees, including those of 1st United; lower than expected cash flows from purchased credit-impaired loans; 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; future goodwill impairment due to changes in our business, changes in market conditions, or other factors; and other

unexpected material adverse changes in our operations or earnings. 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, 2014. 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.

Valley has filed a shelf registration statement (File No. 333-202916) (including base prospectus) and related preliminary prospectus supplements dated June 16, 2015

with the Securities and Exchange Commission (the “SEC”) for the offerings to which this communication relates. Before you invest, you should read the prospectus in

that registration statement, and related applicable preliminary prospectus supplement and any other documents that Valley has filed with the SEC for more

information about Valley and the offerings. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any

underwriter or any dealer participating in the offerings will arrange to send you the prospectus and the related preliminary prospectus supplement if you request it by

calling Sandler O’Neill + Partners, L.P. toll-free at 866-805-4128.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this free writing prospectus, or any related

prospectus supplement or prospectus, is truthful or complete. Any representation to the contrary is a criminal offense.

Debt Issuance

Preferred

Stock Issuance

Issuer:

Valley National Bancorp (NYSE: VLY)

Security:

Subordinated Unsecured Notes

Perpetual Preferred Non-Cumulative Stock

Total Offering Size:

$90 Million

$110 Million

Maturity:

June 2025

Perpetual

Structure:

Fixed

Rate, Non-Call Life

(1)

Fixed for 10 Yrs., Floating Thereafter

Non-Call for 10 Yrs.,

Callable at Par

Thereafter

Credit Ratings

(2)

S&P: BBB

DBRS: BBB (H)

S&P: BB+

DBRS: BBB (L)

Use of Proceeds:

General corporate purposes, potential strategic acquisitions and investments in the Bank as

regulatory capital

Expected Pricing:

Week of June 15, 2015

Joint Bookrunners:

Sandler O’Neill + Partners, L.P.

Keefe, Bruyette

& Woods, A Stifel

Company

Deutsche Bank Securities

Sandler O’Neill + Partners, L.P.

Keefe, Bruyette

& Woods, A Stifel

Company

RBC Capital Markets

Valley National Bancorp

Offering Summary

(1)

Other than Special Event Redemption

(2)

Anticipated ratings from respective agencies

Valley National Bancorp

•

Traded on the New York

Stock Exchange (NYSE: VLY)

•

Regional Bank Holding

Company

•

Headquartered in Wayne,

New Jersey

•

Founded in 1927

•

2,934 Total Employees

(1)

Balance Sheet Items

March 31,

2015

March 31,

2014

Assets

$19.0 billion

$16.3 billion

Interest Earning Assets

(2)

$16.7 billion

$14.5 billion

Loans

$13.7 billion

$11.7 billion

Deposits

$14.2 billion

$11.3 billion

Market

Capitalization

(3)

$2.2 billion

$2.0 billion

Corporate Profile

Branches

224

ATMs

258

Overview of Valley National

Bancorp

(1)

Total employees reflects the full-time equivalent for the quarter ended March 31, 2015;

2015 and 2014.

(3)

March 31, 2015 stock price of $9.44 and 232,428,108 common s/o; March 31, 2014 stock price of $10.41 and 200,361,014 common s/o

(2)

Average interest earning assets for the quarter ended March 31,

Valley National Bancorp

•

Focus on credit quality

•

Measured growth strategies

•

Never had a losing quarter

•

Heavily populated footprint

•

Strong customer service

•

Experienced senior and executive

management

•

Experienced commercial lender

•

Large percentage of retail

ownership

–

Long-term investment approach

–

Focus on cash dividends

•

Large insider ownership, family

members, retired employees and

retired directors

•

Approximately 252 institutional

holders or 51% of all shares held*

Our Approach

SNL Financial as of 6/1/2015

Valley National Bancorp

204 Branches

New Jersey & New York Franchise

16 Counties

Demographic

Overview

NJ Core

Market

(1)

New

York

City

(2)

Long

Island

U.S.A.

Avg. Pop. / Sq. Mile

5,943

40,080

3,123

Avg.

Income / Household

$95,598

$83,900

$114,414

$71,320

Avg. Deposits / Branch

$100,897

$626,391

$110,900

$88,623

VLY Deposits

(3)

$7.4 billion

$1.8 billion

$0.9 billion

$12.9 billion

VLY Deposit Market Share

5.76%

0.20%

0.87%

0.15%

(1)

NJ Core Market includes Passaic, Morris, Hudson, Essex and Bergen Counties

(2)

New York City includes Brooklyn, Queens and Manhattan

(3)

Excludes Government and Sweep Deposits

Source: Data as of

June 30, 2014 from

SNL Financial

48%

33%

Loans

65%

24%

Deposits

•

Business Friendly

–

tax

climate

for

businesses

the

Southeast

U.S.

•

Zero

personal

income

tax

•

5.5%

Corporate

Business

Tax

Rate

–

Pro-business

Governor

and

legislative

agenda

–

Competitive

cost

doing

business

•

High

Growth

Potential

–

Initial

entrance

into

historically

high

growth

market

through

acquisition

1st

United

Bancorp,

Inc

(“1st

United”)

which

closed

November

2014

–

Adding

franchise

with

strong

organic

and

acquisitive

growth

history

–

Experienced

management

team

(retained

from

1st

United)

has

built

three

major

Florida

banking

franchises

•

Complementary to Valley NJ & NY Franchise

–

Low

cost

deposit

funding

source

for

Franchise

–

Opportunity

expand

Valley’s

successful

product

niches

into

new

market

•

Residential

Lending

•

Consumer

Lending

–

Retains

strong

capital

larger

business,

earning

asset

base

Valley National Bancorp

Florida Franchise

20 Branches

8 Counties

11%

Deposits

Loans

Valley National Bancorp

•

Founded in 1999

•

Headquartered in Orlando, FL

•

Currently

the

largest

community

bank

headquartered in Florida by total deposits

•

16 branches focused in five of the six largest

MSAs in the state (Orlando, Miami-Fort

Lauderdale-West Palm Beach, Cape Coral-

Fort Myers, Naples, Jacksonville and

Bradenton)

•

Enviable core deposit franchise with 39%

non-interest bearing deposits

•

Experienced management team/ market

leaders with solid reputation

Strong Addition to Franchise

Financial Highlights

3/31/2015

Assets

$1.4 Billion

Loans

$833 Million

Deposits

$1.1 Billion

Tangible Common Equity

$123 Million

YTD ROAA

0.69%

YTD NIM

3.33%

NPAs /

Total Assets

2.66%

YTD Loan Growth (Annualized)

12.1%

Tangible Book Value

per

Common Share (period end)

$4.71

$194.2

$124.9

$114.6

$96.9

$88.8

$83.1

$73.2

$50

$100

$150

$200

Sep-13

Dec-13

Mar-14

Jun-14

Sep-14

Dec-14

Mar-15

Valley’s 1Q 2015 Highlights

1Q Highlights

Year

Over

Year

Loan

Growth

(1)

•

1Q 2015 net income of $30.3 million or $0.13

per diluted common share

•

Non-covered linked quarter loan growth of

$288.7 million or 8.7% on an annualized basis

–

C&I growth of $124.7 million or 22.3% annualized

–

CRE growth of $73.8 million or 4.5% annualized

–

Residential mortgage growth of $70.1 million or

11.1% annualized

•

Net interest margin remained unchanged

quarter over quarter at 3.20%

•

Non-covered net loan recoveries of $278

thousand

•

Non-performing assets decreased 11.9 percent

to $73.2 million at March 31, 2015 from

December 31, 2014

Dashboard

21.5%

41.3%

17.0%

20.7%

10%

20%

30%

40%

50%

Auto Loans

Other Consumer

Commercial &

Industrial

Commercial Real

Estate

Non-Performing Assets

(2)

(1)

Non-Covered Loans, annualized growth from March 31, 3014

(2)

Excludes Purchase Credit Impaired Loans

Overview of Credit Trends

2003 –

2015 Average Net Charge-offs

0.07%

0.47%

0.19%

0.06%

0.07%

0.44%

0.20%

0.32%

0.64%

1.63%

0.43%

0.48%

1.27%

0.61%

0.00%

0.20%

0.40%

0.60%

0.80%

1.00%

1.20%

1.40%

1.60%

1.80%

CRE

C&I

C&D

Residential

Home

Equity

Consumer

Total

VLY

Peers

Source: SNL Financial data as of 6/9/2015 for the period ended March 31, 2015

Peer group includes banks between $10 billion and $50 billion in assets

Valley National Bancorp

Attractive Funding Composition

•

Funding structure reflects attractive composition

•

Non-interest bearing deposits represent 26 percent of total funds and 30

percent of total deposits

•

Borrowings represent 16 percent of total funds

*As of 3/31/15

Amount

(millions)

Non-Interest Bearing Deposits

$4,330

26%

NOW, MMDA and Savings

7,115

42%

Time Deposits

2,772

16%

Borrowings

2,663

16%

Total Funds

$16,880

100%

Funding Portfolio Highlights

Composition of Funding Portfolio*

Non-

Interest

Bearing

Deposits

26%

NOW,

MMDA and

Savings

42%

Time

Deposits

16%

Borrowings

16%

Valley National Bancorp

Borrowing Base –

Scheduled Maturities

(thousands)

2015

2016

2017

2018

Borrowings

$125,000

$326,979

$805,000

$505,000

Derivatives*

100,000

200,000

100,000

Total

$225,000

$526,979

$905,000

$505,000

Balance Sheet

Average Cost**

5.74%

5.27%

4.00%

3.53%

Current Borrowing Maturities

*Includes interest rate swaps and caps used to hedge deposit products

**Borrowings include derivative premium amortization as a percent of total funds on balance sheet

Valley National Bancorp

Net Interest Margin

Efficiency Ratio

Return on Average Assets

Non-Interest Income/Operating Revenue

Financial Highlights

3.69

3.75

3.52

3.20

3.21

3.20

2.8

3.2

3.4

3.6

3.8

2010Y

2011Y

2012Y

2013Y

2014Y

2015Q1

56.9

57.01

59.08

67.89

71.12

72.46

2010Y

2011Y

2012Y

2013Y

2014Y

2015Q1

Percent

0.92

0.93

0.91

0.83

0.69

0.64

0.2

0.4

0.6

0.8

2010Y

2011Y

2012Y

2013Y

2014Y

2015Q1

Percent

15.31

17.43

20.15

18.52

11.07

10.94

2010Y

2011Y

2012Y

2013Y

2014Y

2015Q1

Percent

Valley National Bancorp

Fixed Charges Coverage Ratio

2014

2013

2012

2011

2010

Ratio of earnings to fixed charges, excluding interest on deposits

Income before income taxes

$42,613

$147,234

$178,940

$210,375

$195,217

$184,935

Total fixed charges, excluding interest on deposits

27,088

121,375

127,217

131,705

137,907

146,182

Numerator

$69,701

$268,609

$306,157

$342,080

$333,124

$331,117

Borrowings and long-term debt

$24,930

$114,293

$120,586

$123,756

$130,846

$139,136

1/3 of net rental expense

2,158

7,082

6,631

7,949

7,061

7,046

Total fixed charges, excluding interest on deposits (Denominator)

$27,088

$121,375

$127,217

$131,705

$137,907

$146,182

Ratio

2.57

2.21

2.41

2.6

2.42

2.27

Ratio of earnings to fixed charges, including interest on deposits

Income before income taxes

$42,613

$147,234

$178,940

$210,375

$195,217

$184,935

Total fixed charges, including interest on deposits

41,057

168,928

175,008

189,261

206,074

221,106

Numerator

$83,670

$316,162

$353,948

$399,636

$401,291

$406,041

Interest on deposits

$13,969

$47,553

$47,791

$57,556

$68,167

$74,924

Borrowings and long-term debt

24,930

114,293

120,586

123,756

130,846

139,136

1/3 of net rental expense

2,158

7,082

6,631

7,949

7,061

7,046

Total fixed charges, including interest on deposits (Denominator)

$41,057

$168,928

$175,008

$189,261

$206,074

$221,106

Ratio

2.04

1.87

2.02

2.11

1.95

1.84

Three

Months

Ended March

31, 2015

(dollars in thousands)

Years ended December 31,

Agency

Debt Issuance*

Preferred Stock

Issuance*

Standard & Poor’s

BBB

BB+

DBRS*

BBB (H)

BBB

(L)

Valley National Bancorp

Ratings Summary

*Anticipated ratings from respective agencies