Webster Financial Corporation and Sterling Bancorp jointly announced the completion of their previously announced merger, creating one of the largest commercial banks in the Northeast. The combined company is a unique financial institution, with a differentiated funding base that includes HSA Bank, as well as consumer and commercial banking businesses. Webster has a broad range of regional and national asset generation capabilities, particularly through its growing commercial banking business with deep industry expertise and an expanded geographic footprint.

See original announcment reported on ABL Advisor on April 19, 2021: Webster Financial, Sterling Bancorp Agree to $10.3B Merger

"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 December 31, 2021 and operates 202 financial centers in the Northeast region. The new headquarters of Webster is in Stamford, Connecticut, and Webster will have a continued multi-campus presence in the greater New York City area and Waterbury, Connecticut.
 
"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.

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 January 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.