8-K filed February 1, 2022, 6:59 PM ET ticker WBS CIK 0000801337

M&A confidence high sentiment positive materiality 0.85

Webster Financial completes merger with Sterling Bancorp; issues ~90M shares, assumes $499M in sub debt

WEBSTER FINANCIAL CORP

Merger closed Jan 31, 2022; each Sterling common share converted to 0.4630 of a Webster share.
Total consideration ~90M shares of Webster common stock; authorized common increased to 400M shares.
Webster assumed $274M 4.00% sub notes due 2029 and $225M 3.875% sub notes due 2030.
Board expanded to 15 directors; Jack Kopnisky appointed Executive Chairman; John Ciulla remains CEO.
Sterling preferred shares converted to new Webster 6.50% Series G non-cumulative perpetual preferred stock.

item 2.01 item 2.03 item 3.03 item 5.02 item 5.03 item 8.01 item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Appointed

Mona Aboelnaga Kanaan

Director

WBS · WEBSTER FINANCIAL CORP

Filed: February 1, 2022, 6:59 PM ET

The seven directors designated by Sterling pursuant to the Merger Agreement and the Bylaw Amendment, each of whom previously served as a member of the board of directors of Sterling and was appointed by the Board and the Bank Board, in each case effective as of the Effective Time, are as follows: Jack L. Kopnisky, Mona Aboelnaga Kanaan, John P. Cahill, James J. Landy, Maureen B. Mitchell, Richard L. O’Toole and William E. Whiston

Appointed

James J. Landy

Director

WBS · WEBSTER FINANCIAL CORP

Filed: February 1, 2022, 6:59 PM ET

The seven directors designated by Sterling pursuant to the Merger Agreement and the Bylaw Amendment, each of whom previously served as a member of the board of directors of Sterling and was appointed by the Board and the Bank Board, in each case effective as of the Effective Time, are as follows: Jack L. Kopnisky, Mona Aboelnaga Kanaan, John P. Cahill, James J. Landy, Maureen B. Mitchell, Richard L. O’Toole and William E. Whiston

Appointed

Luis Massiani

Chief Operating Officer

WBS · WEBSTER FINANCIAL CORP

Filed: February 1, 2022, 6:59 PM ET

As of the Effective Time, the Board and Bank Board appointed Luis Massiani as Chief Operating Officer of Webster and Webster Bank.

Appointed

Richard L. O’Toole

Director

WBS · WEBSTER FINANCIAL CORP

Filed: February 1, 2022, 6:59 PM ET

The seven directors designated by Sterling pursuant to the Merger Agreement and the Bylaw Amendment, each of whom previously served as a member of the board of directors of Sterling and was appointed by the Board and the Bank Board, in each case effective as of the Effective Time, are as follows: Jack L. Kopnisky, Mona Aboelnaga Kanaan, John P. Cahill, James J. Landy, Maureen B. Mitchell, Richard L. O’Toole and William E. Whiston

Appointed

Jack L. Kopnisky

Executive Chairman

WBS · WEBSTER FINANCIAL CORP

Filed: February 1, 2022, 6:59 PM ET

Pursuant to the Merger Agreement, the Bylaw Amendment and the Kopnisky Letter Agreement (as defined below), effective as of the Effective Time, Mr. Kopnisky, the Chief Executive Officer of Sterling prior to the Effective Time, was appointed Executive Chairman of the Board and the Bank Board.

Appointed

William E. Whiston

Director

WBS · WEBSTER FINANCIAL CORP

Filed: February 1, 2022, 6:59 PM ET

The seven directors designated by Sterling pursuant to the Merger Agreement and the Bylaw Amendment, each of whom previously served as a member of the board of directors of Sterling and was appointed by the Board and the Bank Board, in each case effective as of the Effective Time, are as follows: Jack L. Kopnisky, Mona Aboelnaga Kanaan, John P. Cahill, James J. Landy, Maureen B. Mitchell, Richard L. O’Toole and William E. Whiston

Appointed

John P. Cahill

Director

WBS · WEBSTER FINANCIAL CORP

Filed: February 1, 2022, 6:59 PM ET

The seven directors designated by Sterling pursuant to the Merger Agreement and the Bylaw Amendment, each of whom previously served as a member of the board of directors of Sterling and was appointed by the Board and the Bank Board, in each case effective as of the Effective Time, are as follows: Jack L. Kopnisky, Mona Aboelnaga Kanaan, John P. Cahill, James J. Landy, Maureen B. Mitchell, Richard L. O’Toole and William E. Whiston

Appointed

Maureen B. Mitchell

Director

WBS · WEBSTER FINANCIAL CORP

Filed: February 1, 2022, 6:59 PM ET

The seven directors designated by Sterling pursuant to the Merger Agreement and the Bylaw Amendment, each of whom previously served as a member of the board of directors of Sterling and was appointed by the Board and the Bank Board, in each case effective as of the Effective Time, are as follows: Jack L. Kopnisky, Mona Aboelnaga Kanaan, John P. Cahill, James J. Landy, Maureen B. Mitchell, Richard L. O’Toole and William E. Whiston

Departed

Elizabeth E. Flynn

Director

WBS · WEBSTER FINANCIAL CORP

Filed: February 1, 2022, 6:59 PM ET

Elizabeth E. Flynn tendered her resignation as a member of the Board and the Bank Board and from all committees of the Board and the Bank Board on which she formerly served, effective as of the Effective Time.