ConnectOne Bancorp Files 8-K with Material Agreement

TL;DR

CNOB filed an 8-K for a material definitive agreement - details to come.

AI Summary

On September 4, 2024, ConnectOne Bancorp, Inc. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also made a Regulation FD disclosure and reported other events, including financial statements and exhibits. This filing pertains to ConnectOne Bancorp, Inc., incorporated in New Jersey with its principal executive offices in Englewood Cliffs.

Why It Matters

This filing indicates a significant new agreement for ConnectOne Bancorp, Inc., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, but the lack of specific details about the agreement introduces uncertainty.

Key Players & Entities

• ConnectOne Bancorp, Inc. (company) — Filer of the 8-K report
• September 4, 2024 (date) — Date of the earliest event reported
• New Jersey (location) — State of incorporation
• Englewood Cliffs (location) — City of principal executive offices

FAQ

Key Financial Figures

• $0.10 — share of FLIC's common stock, par value $0.10 per share, 0.5175 shares of the Registr
• $0.21 — ash dividend in an amount not to exceed $0.21 per share (i.e., for dividends paid in
• $11,845,000 — e Registrant a termination fee equal to $11,845,000. In connection with the Merger Agreeme

Filing Documents

• cnob20240904c_8k.htm (8-K) — 57KB
• ex_721440.htm (EX-2.1) — 709KB
• ex_721441.htm (EX-10.1) — 46KB
• ex_721442.htm (EX-10.2) — 45KB
• ex_721451.htm (EX-99.1) — 11KB
• ex_721452.htm (EX-99.2) — 34KB
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• cnob20240904c_8kimg001.jpg (GRAPHIC) — 9KB
• 0001437749-24-028482.txt ( ) — 4452KB
• cnob-20240904.xsd (EX-101.SCH) — 4KB
• cnob-20240904_def.xml (EX-101.DEF) — 13KB
• cnob-20240904_lab.xml (EX-101.LAB) — 17KB
• cnob-20240904_pre.xml (EX-101.PRE) — 13KB
• cnob20240904c_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 4, 2024, ConnectOne Bancorp, Inc., a New Jersey corporation (the "Registrant" or "ConnectOne"), and The First of Long Island Corporation, a New York corporation ("FLIC"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which FLIC will merge with and into the Registrant (the "Merger"). The Merger Agreement was approved by the Boards of Directors of each of the Registrant and FLIC at meetings held on September 4, 2024. Following the Merger, FLIC's wholly owned bank subsidiary, First National Bank of Long Island, will merge with and into the Registrant's wholly owned bank subsidiary, ConnectOne Bank, with the ConnectOne Bank as the surviving bank (the "Bank Merger" and, together with the Merger, the "Transaction"). The Merger is expected to close in mid-2025. For up to the first three quarterly dividends paid after execution of the Agreement, FLIC may pay a quarterly cash dividend in an amount not to exceed $0.21 per share (i.e., for dividends paid in the fourth quarter of 2024 and the first and second quarters of 2025). Thereafter, if the Merger has not yet been consummated, FLIC may pay a quarterly cash dividend in an amount not to exceed the equivalent quarterly per share cash dividend paid by ConnectOne. At the Effective Time, (i) FLIC restricted stock awards will fully vest and shall be cancelled and converted automatically into the right to receive Merger Consideration, and (ii) all FLIC performance based restricted stock units shall be deemed earned at target and vested and exchanged for the Merger Consi

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 5, 2024, representatives of the Registrant will present to investors the information about the Transaction described in the slides attached to this report as Exhibit 99.1, which are incorporated by reference herein. The preceding information, as well as Exhibit 99.1 referenced therein, shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Registrant that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Registrant.

01 Other Events

Item 8.01 Other Events. On September 5, 2024, Registrant and FLIC issued a joint press release announcing the execution of the Merger Agreement, pursuant to which FLIC will merge with and into the Registrant, subject to the terms and conditions set forth therein. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. 2.1 Agreement and Plan of Merger dated September 4, 2024 by and between ConnectOne Bancorp, Inc., and The First of Long Island Corporation* 10.1 Form of Voting Agreement executed by all directors and certain executive officers of ConnectOne Bancorp, Inc. 10.2 Form of Voting Agreement executed by all directors and certain executive officers The First of Long Island Corporation 99.1 Investor Presentation dated September 5, 2024 99.2 Press Release dated September 5, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) and 601(b)(2) of Regulation S-K. A copy of any omitted schedules will be furnished supplementally to the SEC upon its request.

Forward-Looking Statements

Forward-Looking Statements All non-historical statements in this report (including without limitation statements regarding the pro forma effect of the proposed transaction, cost savings, anticipated expense totals, the accretive nature of the proposed transaction, revenue enhancement opportunities, anticipated capital ratios and capital, positioning, value creation, growth prospects and timing of the closing) constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words such as "believe," "expect," "anticipate," "intend," "target," "estimate," "continue," "positions," "prospects" or "potential," by future conditional verbs such as "will," "would," "should," "could" or "may", or by variations of such words or by similar expressions. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Registrant and FLIC, including future financial and operating results, and the combined company's plans, objectives, expectations and intentions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made. Except to the extent required by applicable law or regulation, Registrant and FLIC assume no duty to update forward-looking statements. Important Information About the Merger In connection with the proposed merger with FLIC, ConnectOne will file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 to register the shares of ConnectOne's common stock to be issued in connection with the merger. The registration statement will include a joint proxy statement/prospectus of FLIC and ConnectOne which will be sent to the shareholders of FLIC and ConnectOne seeking their respective approval of the proposed transaction. INVE

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. CONNECTONE BANCORP, INC. (Registrant) Dated: September 5, 2024 By: /s/ William S. Burns WILLIAM S. BURNS Senior Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR