Investors Bancorp, Inc. is a Delaware corporation incorporated in December
2013 to be the successor to Investors Bancorp, Inc. (“Old Investors Bancorp”)
upon the completion of the mutual-to-stock conversion of Investors Bancorp,
MHC in May 2014. Old Investors Bancorp was a Delaware corporation organized
in January 1997 for the purpose of being a holding company for Investors Bank
(the “Bank”), a New Jersey chartered savings bank. On October 11,
2005, Old Investors Bancorp completed its initial public stock offering in which
it sold 131,649,089 shares, or 43.74% of its outstanding common stock, to subscribers
in the offering, including 10,847,883 shares purchased by the Investors Bank
Employee Stock Ownership Plan (the “ESOP”). Upon completion of the
initial public offering, Investors Bancorp, MHC (the “MHC”), Old
Investors Bancorps New Jersey chartered mutual holding company parent, held
165,353,151 shares, or 54.94% of Old Investors Bancorp’s outstanding common
stock (shares restated to include shares issued in a business combination subsequent
to initial public offering). Additionally, Old Investors Bancorp contributed
$5,163,000 in cash and issued 3,949,473 shares of common stock, or 1.32% of
its outstanding shares, to the Investors Bank Charitable Foundation.
In conjunction with the second step conversion, Investors Bancorp, MHC merged
into Old Investors Bancorp (and ceased to exist), and Old Investors Bancorp
subsequently merged into the Company and the Company became its successor under
the name Investors Bancorp, Inc. The second step conversion was completed on
May 7, 2014. The Company raised net proceeds of $2.15 billion by selling a total
of 219,580,695 shares of common stock at $10.00 per share in the second step
stock offering and issued 1,000,000 shares of common stock to the Investors
Charitable Foundation. Concurrent with the completion of the stock offering,
each share of Old Investors Bancorp common stock owned by public stockholders
(stockholders other than Investors Bancorp, MHC) was exchanged for 2.55 shares
of Company common stock. As a result of the conversion, all share information
has been revised to reflect the 2.55- to- one exchange ratio. A total of 137,560,968
shares of Company common stock were issued in the exchange. The conversion was
accounted for as a capital raising transaction by entities under common control.
The historical financial results of Investors Bancorp, MHC are immaterial to
the results of the Company and therefore upon completion of the conversion,
the net assets of Investors Bancorp, MHC were merged into the Company and are
reflected as an increase to stockholders equity. In addition, the second step
conversion resulted in the accelerated vesting of all outstanding stock awards
as of the conversion date. The withholding of shares for payment of taxes with
respect to these awards resulted in treasury stock of 1,101,694 shares.
Since the initial public offering in 2005, we have transitioned from a wholesale
thrift business to a retail commercial bank. This transition has been primarily
accomplished by increasing the amount of our commercial loans and core deposits.
Our transformation can be attributed to a number of factors, including organic
growth, de novo branches, bank and branch acquisitions, as well as expanding
our product offerings. We believe the attractive markets we operate in, namely,
New Jersey and the greater New York metropolitan area, will continue to provide
us with growth opportunities. Our primary focus is to build and develop profitable
customer relationships across all lines of business, both consumer and commercial.
The markets we operate in are considered attractive banking markets within
the United States, and we believe they will continue to provide us with opportunities
to grow. We have expanded our franchise to include the suburbs of Philadelphia
and the boroughs of New York City as well as Nassau and Suffolk Counties on
Long Island. Additionally, we have strengthened our presence in our historic
markets throughout New Jersey. We accomplished this expansion through de novo
growth and select bank and branch acquisitions. As a result of this growth,
Investors Bank is one of the largest New Jersey headquartered banking institutions
as measured by both assets and deposits. The markets we operate in are desirable
from an economic and demographic perspective as they are characterized by large
and dense population centers, areas of high income households and centers of
robust business and commercial activity. Our competition in these markets tends
to be from out-of-state headquartered money centers and super-regional financial
institutions and much smaller local community banks. We believe that as a locally
headquartered institution, situated between these extremes, we can compete and
capitalize on opportunities that exist in our market area.
Our loan portfolio is comprised of multi-family loans, commercial real estate
loans, construction loans, commercial and industrial loans, residential mortgage
loans and consumer and other loans.
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