Webster Financial, Sterling Bancorp Complete Merger Deal

STAMFORD, CT—Webster Financial Corp. and Sterling Bancorp jointly announced today the completion of their previously announced merger that is estimated to put the market value of the combined company at approximately $10.3 billion.

The merger also has Webster relocating its corporate headquarters from Waterbury, CT to Stamford, CT. Sterling’s former headquarters was in Pearl River. Webster will maintain a multi-campus presence in the greater New York City area and Waterbury.

“Today marks a transformative moment in Webster’s history that will greatly benefit our colleagues, clients, communities and shareholders,” said John R. Ciulla, President and CEO of Webster. “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 region.

Webster Financial is a Northeast-based commercial bank that provides a wide range of digital and traditional financial solutions across three differentiated lines of business—commercial banking, consumer banking and its HSA Bank division, one of the country’s largest providers of employee benefits solutions. Its core footprint spans the northeastern U.S. from New York to Massachusetts, with certain businesses operating in extended geographies.

“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,” said Executive Chairman Jack L. Kopnisky of the newly combined bank. “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 Webster Board of Directors appointed seven new directors, all former directors of Sterling: Jack L. Kopnisky, Executive Chairman, Webster Financial Corporation; Mona Aboelnaga Kanaan; John P. Cahill; James J. Landy; Maureen B. Mitchell; Richard L. O’Toole and William E. Whiston.

John R. Ciulla, President and Chief Executive Officer, Webster Bank and Webster Financial Corporation

Both Webster and Sterling clients will continue to bank as they normally do at their existing banking centers and through Webster’s and Sterling’s websites and mobile applications.

At the effective time of the merger on Jan. 31, 2022, each share of Sterling common stock was converted into the right to receive 0.4630 of a share of Webster common stock, with Sterling shareholders receiving cash in lieu of fractional shares.

In addition, each share of 6.50% Non-Cumulative Perpetual Preferred Stock, Series A, of Sterling (“Sterling series A preferred stock”) was converted into the right to receive a share of 6.50% Series G Non-Cumulative Perpetual Preferred Stock of Webster (“Webster series G preferred stock”) 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 (NYSE: WBS-PrG) representing a 1/40th interest in a share of Webster series G preferred stock.

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

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