Webster Financial, based in Waterbury, Connecticut, and Sterling Bancorp of Montebello, New York plan to combine in an all-stock merger of equals transaction with a total market value of approximately $10.3 billion.
If approved, the merger would create a bank with $63 billion in total assets, $52 billion in deposits, $42 billion in loans and more than 200 branch locations in the Northeast.
Under the terms of the agreement, Sterling will merge into Webster, with Sterling’s shareholders receiving a fixed exchange ratio of 0.463 of a Webster share for each share of Sterling stock they own. Following the closing of the transaction, Webster shareholders will own approximately 50.4% of the combined company, and Sterling shareholders will own approximately 49.6%, on a fully diluted basis.
The combined company will retain the Webster name, establish a new corporate headquarters in Stamford and have a continued multicampus presence in the greater New York City area and in Waterbury.
“We are excited to combine the best of both companies to create an industry leader,” said Sterling President and CEO Jack L. Kopnisky, who will serve as executive chairman of the combined company for 24 months after closing, and will continue in a consulting capacity for an additional 12 months thereafter.
“The increased capabilities and scale of our two organizations are attractive propositions for our clients, communities, shareholders and colleagues.”
“We are bringing together two high-performing organizations with strong cultural and business model alignment to create a powerhouse Northeast bank,” Webster Chairman, President and CEO John R. Ciulla said in a statement. “This combination provides exceptional financial benefits and enables us to more aggressively invest in key businesses and activities to enhance value for our customers, our communities, our shareholders and our bankers.”
Ciulla will be president and CEO of the new firm, adding the chairman title two years after the deal is finalized.
The combined company’s executive management team will be composed of executives from both companies, including Luis Massiani as chief operating officer and Glenn I. MacInnes as chief financial officer.
The board of the combined company will have 15 directors, consisting of eight from Webster and seven from Sterling, including Kopnisky and Ciulla.
William L. Atwell, lead independent director of Webster, will serve as lead independent director for 24 months after closing, after which that role will be assigned to a legacy Sterling director.
In addition to the aforementioned details, the new firm expects to benefit from the ability to more aggressively grow and invest in Webster Bank division HSA Bank, a national provider of health savings accounts that currently has a 12% market share.
The combined company is projected to generate $440 million per year of excess capital after organic growth and dividends, available for both capital investments and share repurchases.
The merger is expected to close in the fourth quarter, subject to satisfaction of customary closing conditions, including receipt of required regulatory approvals and approval by the shareholders of each company.
J.P. Morgan Securities LLC acted as lead financial adviser to Webster and rendered a fairness opinion to its board of directors. Piper Sandler & Co. also rendered a fairness opinion to Webster’s board. Wachtell, Lipton, Rosen & Katz is serving as legal counsel to Webster.
Citigroup Global Markets Inc. acted as lead financial adviser to Sterling and rendered a fairness opinion to its board of directors. Keefe, Bruyette & Woods Inc. also rendered a fairness opinion to Sterling’s board. Squire Patton Boggs (U.S.) LLP is serving as legal counsel to Sterling.
Earlier this year, M&T Bank announced plans to acquire Bridgeport”™s People”™s United Financial for $7.6 billion.
