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Deal Overview

Buyer:
Sterling Bancorp
Actual Acquirer:
Sterling Bancorp
Target:
Astoria Financial Corporation
Deal Type:
Bank & Thrift Company
Agreement Date:
3/6/2017
Announcement Date:
3/7/2017
Announced Deal Value ($ M):
2,229.70
Status:
Completed
Completion Date:
10/2/2017
Announced Deal Value Per Share ($ )
21.92

Consideration Breakout
Common Stock ($M) 2,194.1
Common Stock Issued 88,829,780

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 140.0 136.3
Price / Tangible Book (%) 158.6 154.1
Price / Earnings (x) 35.4 37.2
Price / Deposits (%) 25.12 24.68
Price / Assets (%) 15.32 15.51
Tangible Book Premium/ Deposits (%) 9.86 9.12
Deal Terms
Description of Consideration

Sterling Bancorp exchanged 0.875 shares of its common for each of the outstanding share of Astoria Financial Corp. Astoria Financial Corp.'s preferred stock was converted into the right to receive one share of preferred stock of Sterling Bancorp prior to the effective time. Sterling Bancorp also assumed Astoria Financial Corp's outstanding indebtedness.

Accounting Method Acquisition
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? In Market
Goodwill Generated ($ 000) 883,291
Estimated Cost Savings (%) 35.00
Estimated Cost Savings ($ 000) 100,000
Est. Restructuring Charges ($ 000) 165,000
Maximum Termination Fee ($ 000) 75,700
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 0.875000
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 99,938
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes RBC Capital Markets LLC
Seller Yes Sandler O'Neill & Partners LP
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Squire Patton Boggs (US) LLP
Seller Yes Wachtell Lipton Rosen & Katz