Webster Financial and Sterling Bancorp Complete Merger

Webster Financial and Sterling Bancorp completed their previously announced merger. The combined company is a financial institution with a funding base that includes HSA Bank as well as consumer and commercial banking businesses. As previously reported, the combined company will retain the Webster name.

"Today marks a transformative moment in Webster's history that will greatly benefit our colleagues, clients, communities and shareholders," John R. Ciulla, president and CEO of Webster Financial, said. "Our bank will have enhanced scale, significant loan growth potential, best-in-class deposit franchises and a longstanding commitment to community development and corporate citizenship."

The combined company has approximately $65 billion in assets, $44 billion in loans and $53 billion in deposits based on balances as of Dec. 31, 2021, and operates 202 financial centers in the Northeast. The new headquarters of the combined company is in Stamford, CT, and Webster will have a continued multi-campus presence in the greater New York City area and in Waterbury, CT.

"The completion of the merger with Webster brings the best of our banks together, promising an elevated experience for our clients and colleagues as the financial services industry evolves," Jack L. Kopnisky, executive chairman of the newly combined bank, said. "We are also excited to bring together a combined board of directors with a diversity of experiences and backgrounds, which exemplifies our dedication to enhancing long-term value for our shareholders."

In connection with the merger, the combined company appointed seven new directors to its board of directors, all former directors of Sterling:

• Kopnisky

• Mona Aboelnaga Kanaan

• John P. Cahill

• James J. Landy

• Maureen B. Mitchell

• Richard L. O'Toole

• William E. Whiston

 At the effective time of the merger on Jan. 31, each share of Sterling common stock was converted into the right to receive 0.463 of a share of Webster common stock, with Sterling shareholders receiving cash in lieu of fractional shares.

In addition, each share of 6.5% non-cumulative perpetual preferred stock, Series A, of Sterling was converted into the right to receive a share of 6.5% Series G non-cumulative perpetual preferred stock of Webster at the effective time of the merger. Each outstanding Sterling depositary share representing a 1/40th interest in a share of Sterling Series A preferred stock was converted into a Webster depositary share representing a 1/40th interest in a share of Webster Series G preferred stock.

J.P. Morgan Securities acted as lead financial advisor to Webster and rendered a fairness opinion to the Webster board. Piper Sandler also rendered a fairness opinion to the Webster board. Wachtell, Lipton, Rosen & Katz served as legal counsel to Webster.

Citigroup Global Markets acted as lead financial advisor to Sterling and rendered a fairness opinion to the Sterling board. Keefe, Bruyette & Woods also rendered a fairness opinion to the Sterling board. Squire Patton Boggs served as legal counsel to Sterling.