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13D Filing: Blue Harbour Group and Investors Bancorp Inc. (NASDAQ:ISBC)

Published on March 30, 2017 at 2:38 pm by Insider Monkey Staff in Hedge Funds
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Page 5 of 8 – SEC Filing

This Amendment No. 4 (“Amendment No. 4“) amends
and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC“) on
August 21, 2014 (as amended, the “Schedule 13D“) with respect to the common stock, $0.01 par value (the “Common
Stock”), of Investors Bancorp, Inc., a Delaware corporation (the “Issuer”).  Capitalized terms
used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Schedule 13D. This Amendment No.
4 amends Items 3, 4, 5(a)-(c), 6 and 7 as set forth below.

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The Reporting Persons used $313,376,519 (excluding brokerage commissions) in the aggregate to purchase the shares of Common Stock reported in this Schedule 13D.
The source of the funds used to acquire the Common Stock reported herein is the working capital of the Manager, which at any given time may include funds borrowed on margin in the ordinary course and on customary terms.
Item 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
On March 27, 2017, the Manager entered into an agreement with the Issuer (the “Agreement“). Under the terms of the Agreement, among other things, subject to certain conditions, for so long as the Reporting Persons continue to own at least 4% of the outstanding shares of Common Stock, the Manager shall be entitled to propose one designee to the Issuer’s Board of Directors (the “Board”) and the Board of Directors of Investors Bank (the “Bank“). Effective as of March 27, 2017 (the “March Board Meeting Date”) (i) the Board has appointed Peter H. Carlin, an employee of the Manager (the “Designee”), to the Board as a director with a term expiring at the 2020 Annual Meeting of the Stockholders of the Issuer and (ii) the Designee has also been appointed to the Board of Directors of the Bank.
During the Restricted Period (as defined in the Agreement), the Manager agreed to abide by certain customary voting and standstill provisions. Under the Agreement, subject to certain terms and conditions,
the Issuer granted certain registration rights to the Manager.

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