Item 1.01. Entry into a Material Definitive Agreement.
On
Subject to the terms and conditions of the Merger Agreement, at the effective
time of the Merger (the "Effective Time"), each share of common stock, par value
At the Effective Time, each share of Series A preferred stock, par value
In addition, at the Effective Time, each outstanding Sterling equity award granted under Sterling's equity compensation plans will be converted into a corresponding award with respect to Webster Common Stock, with the number of shares underlying such award (and, in the case of stock options, the applicable exercise price) adjusted based on the Exchange Ratio. Each such converted Webster equity award will continue to be subject to the same terms and conditions as applied to the corresponding Sterling equity award, except that (1) in the case of Sterling performance share awards, the number of shares underlying the converted Webster equity award will be adjusted based on the number of shares underlying the Sterling performance share awards immediately prior to the Effective Time that would be earned assuming the achievement of the applicable performance goals based on the higher of target performance and actual performance, with such awards continuing to vest after the Effective Time solely based on continued service, subject to no performance conditions, and (2) in the case of restricted stock awards granted to non-employee members of Sterling's board of directors, such award will fully vest and be cancelled and automatically converted into the right to receive Webster Common Stock adjusted based on the Exchange Ratio.
The Merger Agreement also provides, among other things, that effective as of the
Effective Time, (i)
The Merger Agreement contains customary representations and warranties from both Sterling and Webster, and each party has agreed to customary covenants, including, among others, covenants relating to (1) the conduct of its business during the interim period between the execution of the Merger Agreement and the Effective Time, (2) its obligations to call a meeting of its stockholders to adopt the Merger Agreement and, subject to certain exceptions, to recommend that its stockholders adopt the Merger Agreement, and (3) its non-solicitation obligations relating to alternative acquisition proposals. Sterling and Webster have also agreed to use their reasonable best efforts to prepare and file all applications, notices, and other documents to obtain all necessary consents and approvals for consummation of the transactions contemplated by the Merger Agreement.
The completion of the Merger is subject to customary conditions, including
(1) adoption of the Merger Agreement by Sterling's stockholders, (2) adoption of
the Merger Agreement, and adoption and approval of the Certificate Amendment by
Webster's stockholders, (3) authorization for listing on the
The Merger Agreement provides certain termination rights for both Sterling and
Webster and further provides that a termination fee of
The representations, warranties and covenants of each party set forth in the
Merger Agreement have been made only for purposes of, and were and are solely
for the benefit of the parties to, the Merger Agreement; may be subject to
limitations agreed upon by the contracting parties, including being qualified by
confidential disclosures made for the purposes of allocating contractual risk
between the parties to the Merger Agreement instead of establishing these
matters as facts; and may be subject to standards of materiality applicable to
the contracting parties that differ from those applicable to investors.
Accordingly, the representations and warranties may not describe the actual
state of affairs at the date they were made or at any other time, and investors
should not rely on them as statements of fact. In addition, such representations
and warranties (1) will not survive consummation of the Merger and (2) were made
only as of the date of the Merger Agreement or such other date as is specified
in the Merger Agreement. Moreover, information concerning the subject matter of
the representations and warranties may change after the date of the Merger
Agreement, which subsequent information may or may not be fully reflected in the
parties' public disclosures. Accordingly, the Merger Agreement is included with
this filing only to provide investors with information regarding the terms of
the Merger Agreement, and not to provide investors with any other factual
information regarding Sterling or Webster, their respective affiliates or their
respective businesses. The Merger Agreement should not be read alone, but should
instead be read in conjunction with the other information regarding Sterling,
Webster, their respective affiliates or their respective businesses, the Merger
Agreement and the Merger that will be contained in, or incorporated by reference
into, the Registration Statement on Form S-4 that will include a joint proxy
statement of Sterling and Webster and a prospectus of Webster, as well as in the
Annual Reports on Forms 10-K, Quarterly Reports on Forms 10-Q, Current Reports
on Form 8-K and other filings that each of Sterling and Webster makes with the
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This communication may contain certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, the plans, objectives, expectations and intentions of Webster and Sterling, the expected timing of completion of the transaction, and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as expect, anticipate, believe, intend, estimate, plan, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.
While there is no assurance that any list of risks and uncertainties or risk
factors is complete, below are certain factors which could cause actual results
to differ materially from those contained or implied in the forward-looking
statements: changes in general economic, political, or industry conditions; the
magnitude and duration of the COVID-19 pandemic and its impact on the global
economy and financial market conditions and our business, results of operations,
and financial condition; uncertainty in
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description
2.1 Agreement and Plan of Merger, dated as ofApril 18, 2021 , by and betweenSterling Bancorp and Webster Financial Corporation.* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A
copy of any omitted schedule will be furnished supplementally to the
request; provided, however, that the parties may request confidential treatment
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for
any document so furnished.
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