8-K
false 0001617242 0001617242 2020-05-28 2020-05-28

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 28, 2020

 

KEARNY FINANCIAL CORP.

(Exact Name of Registrant as Specified in its Charter)

 

Maryland

 

001-37399

 

30-0870244

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File No.)

 

(I.R.S. Employer

Identification No.)

120 Passaic Avenue, Fairfield, New Jersey

 

07004

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (973) 244-4500

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.01 par value

 

KRNY

 

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 


Item 8.01 Other Events

On May 28, 2020, Kearny Financial Corp. (“Kearny”) and MSB Financial Corp. (“MSB”) issued a joint press release announcing that all regulatory approvals relating to the merger of MSB with and into Kearny have been received and that the shareholders of MSB approved the merger at a special meeting of shareholders held on May 28, 2020. The merger is expected to be completed early in the third calendar quarter of 2020. A copy of the joint press release is attached hereto as Exhibit 99.1.

Forward Looking Statements

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about (i) the benefits of the merger between Kearny and MSB, including anticipated future results, cost savings and accretion to reported earnings that may be realized from the merger; (ii) Kearny and MSB’s plans, objectives, expectations and intentions and other statements contained in this presentation that are not historical facts; and (iii) other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” or words of similar meaning. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. The following factors, among others, could cause actual results to differ materially from the anticipated results expressed in the forward-looking statements: the businesses of Kearny and MSB may not be combined successfully, or such combination may take longer than expected; the cost savings from the merger may not be fully realized or may take longer than expected to be realized; operating costs, customer loss and business disruption following the merger may be greater than expected; the interest rate environment may further compress margins and adversely affect new interest income; the risks associated with continued diversification of assets and adverse changes to credit quality; and difficulties associated with achieving expected future financial results. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Kearny’s and MSB’s reports (such as the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission (the “SEC”) and available at the SEC’s Internet website (www.sec.gov). All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to Kearny or MSB or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, Kearny and MSB do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statement is made.


Item 9.01. Financial Statements and Exhibits

(d)    Exhibits.

 

Exhibit 99.1

   

Joint Press Release dated May 28, 2020

         
 

Exhibit 104

   

The cover page for this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

 

 

KEARNY FINANCIAL CORP.

             

DATE: May 29, 2020

 

 

By:

 

/s/ Craig L. Montanaro

 

 

 

Craig L. Montanaro

 

 

 

President and Chief Executive Officer

EX-99.1

Exhibit 99.1

 

LOGO    LOGO

Kearny Financial Corp. and MSB Financial Corp. Announce the Receipt of Shareholder and Regulatory Approvals for Acquisition

FAIRFIELD, N.J. and MILLINGTON, N.J., Thursday, May 28, 2020 – Kearny Financial Corp. (Nasdaq: KRNY) (“Kearny”) and MSB Financial Corp. (Nasdaq: MSBF) (“MSB”) jointly announced that the parties have received all the shareholder and regulatory approvals or waivers necessary to complete the merger of MSB into Kearny. The special meeting of MSB’s shareholders to approve the merger was held on May 28, 2020. At the MSB special meeting, shareholders also approved, on a non-binding advisory basis, the compensation that may become payable to the named executive officers of MSB in connection with the merger. The parties expect to close the merger early in the third calendar quarter of 2020, subject to the satisfaction of customary closing conditions.

The combined company is expected to have approximately $7.37 billion in assets and a network of 50 full service banking locations.

About Kearny Financial Corp.

Kearny Financial Corp. is the parent company of Kearny Bank which operates from its administrative headquarters in Fairfield, New Jersey, and a total of 46 retail branch offices located throughout northern and central New Jersey and Brooklyn and Staten Island, New York. At March 31, 2020, Kearny Financial Corp. had approximately $6.8 billion in total assets. Kearny Bank was recently named to Forbes’ list of 100 Fastest Growing Companies.

About MSB Financial Corp.

MSB Financial Corp. is the holding company for Millington Bank, a state chartered savings bank headquartered in Millington, New Jersey. Millington Bank is a metropolitan, community-focused bank serving residents and businesses in its market area through four full-service branch offices located in northern New Jersey.

Forward Looking Statements

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about (i) the benefits of the merger between Kearny and MSB, including anticipated future results, cost savings and accretion to reported earnings that may be realized from the merger; (ii) Kearny and MSB’s plans, objectives, expectations and intentions and other statements contained in this presentation that are not historical facts; and (iii) other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” or words of similar meaning. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.


Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. The following factors, among others, could cause actual results to differ materially from the anticipated results expressed in the forward-looking statements: the businesses of Kearny and MSB may not be combined successfully, or such combination may take longer than expected; the cost savings from the merger may not be fully realized or may take longer than expected to be realized; operating costs, customer loss and business disruption following the merger may be greater than expected; the interest rate environment may further compress margins and adversely affect new interest income; the risks associated with continued diversification of assets and adverse changes to credit quality; and difficulties associated with achieving expected future financial results. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Kearny’s and MSB’s reports (such as the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission (the “SEC”) and available at the SEC’s Internet website (www.sec.gov). All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to Kearny or MSB or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, Kearny and MSB do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statement is made.

For further information, contact:

Kearny Financial Corp.

Craig Montanaro, President, Chief Executive Officer, and Director

(973) 244-4500

Keith Suchodolski, EVP and Chief Financial Officer

(973) 244-4500

MSB Financial Corp.

Michael Shriner, President and Chief Executive Officer

(908) 647-4000

v3.20.1
Document and Entity Information
May 28, 2020
Cover [Abstract]  
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Entity Central Index Key 0001617242
Document Type 8-K
Document Period End Date May 28, 2020
Entity Registrant Name KEARNY FINANCIAL CORP.
Entity Incorporation State Country Code MD
Entity File Number 001-37399
Entity Tax Identification Number 30-0870244
Entity Address, Address Line One 120 Passaic Avenue
Entity Address, City or Town Fairfield
Entity Address, State or Province NJ
Entity Address, Postal Zip Code 07004
City Area Code (973)
Local Phone Number 244-4500
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, $0.01 par value
Trading Symbol KRNY
Security Exchange Name NASDAQ
Entity Emerging Growth Company false