Filed Pursuant to Rule 424(b)(5)
Registration No. 333-275213
PROSPECTUS SUPPLEMENT
(To Prospectus dated October 30, 2023)
$225,000,000
9.00% Fixed-to-Floating
Rate Subordinated Notes due 2034
We are offering $225,000,000 aggregate principal amount of 9.00% fixed-to-floating rate subordinated notes due 2034 (the Notes) pursuant to this prospectus supplement and the accompanying prospectus. The Notes will be offered in minimum denominations of $1,000
and integral multiples of $1,000 in excess thereof. The Notes will mature on May 15, 2034 (the Maturity Date). From and including the date of original issuance to, but excluding, May 15, 2029 or the date of earlier redemption
(the fixed rate period), the Notes will bear interest at an initial rate of 9.00% per annum, payable semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2024. The last interest
payment date for the fixed rate period will be May 15, 2029. From and including May 15, 2029 to, but excluding, the Maturity Date or the date of earlier redemption (the floating rate period), the Notes will bear interest at a
floating rate per annum equal to the Benchmark rate (which is expected to be Three-Month Term SOFR), each as defined and subject to the provisions described under Description of the Notes General in this prospectus
supplement, plus 476.5 basis points, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing on August 15, 2029. Notwithstanding the foregoing, if the Benchmark rate is
less than zero, the Benchmark rate will be deemed to be zero.
We may, at our option, beginning with the interest payment date of May 15, 2029 and on
any interest payment date thereafter, redeem the Notes, in whole or in part. The Notes will not otherwise be redeemable by us prior to maturity, unless certain events occur, as described under Description of the
Notes Redemption in this prospectus supplement. The redemption price for any redemption is 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the date of
redemption. Any redemption of the Notes will be subject to the receipt of the approval of the Board of Governors of the Federal Reserve System (the Federal Reserve) to the extent then required under applicable laws or regulations,
including capital regulations.
The Notes will be unsecured subordinated obligations, will rank pari passu, or equally, with
all of our existing and future unsecured subordinated debt, will be senior to all of our existing and future junior subordinated debt and will be junior to all of our existing and future senior debt. The Notes will be structurally subordinated to
all existing and future liabilities of our subsidiaries and will be effectively subordinated to our existing and future secured indebtedness, to the extent of the value of the collateral securing such indebtedness. There will be no sinking fund for
the Notes. The Notes will be obligations of Provident Financial Services, Inc. (PFS or the Company) only and will not be obligations of, and will not be guaranteed by, any of PFSs subsidiaries. For a more detailed
description of the Notes, see Description of the Notes.
Prior to this offering, there has been no public market for the Notes. The Notes will
not be listed on any securities exchange or included in any automated quotation system.
The Notes are not deposits and are not insured by the Federal
Deposit Insurance Corporation (the FDIC) or any other governmental agency. The Notes are ineligible as collateral for a loan or extension of credit from PFS or any of its subsidiaries. None of the U.S. Securities and Exchange Commission
(the SEC), the FDIC, the Federal Reserve, the New Jersey Department of Banking and Insurance (the NJDOBI) or any other bank regulatory agency or any state securities commission has approved or disapproved of the Notes or
passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
Investing in the Notes involves risks. See Risk Factors beginning on
page S-13 of this prospectus supplement and those risk factors in the documents incorporated by reference in this prospectus supplement and the accompanying prospectus.
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Per Note |
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Total |
|
Public offering price(1) |
|
|
100.00 |
% |
|
$ |
225,000,000 |
|
Underwriting discount(2) |
|
|
1.25 |
% |
|
$ |
2,812,500 |
|
Proceeds, before expenses, to us |
|
|
98.75 |
% |
|
$ |
222,187,500 |
|
(1) |
Plus accrued interest, if any, from the original issue date. |
(2) |
See Underwriting in this prospectus supplement for details regarding the underwriters
compensation. |
The underwriters expect to deliver the Notes to purchasers in book-entry form through the facilities of The Depository
Trust Company, against payment on or about May 13, 2024. See Underwriting in this prospectus supplement for details.
Joint Active Bookrunning Managers
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Piper Sandler |
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Keefe, Bruyette & Woods
A Stifel Company |
The date of this prospectus supplement is May 9, 2024.