Item 8.01. Other Events.
On December 17, 2021, the Board of Governors of the Federal Reserve System
approved the application of Webster Financial Corporation ("Webster") with
respect to the previously announced merger (the "Merger") of Sterling Bancorp
("Sterling") and Webster pursuant to the Agreement and Plan of Merger, dated as
of April 18, 2021, by and between Sterling and Webster (the "Merger Agreement").
All required regulatory approvals to complete the Merger and the merger of the
respective bank subsidiaries of Sterling and Webster, Sterling National Bank and
Webster Bank, National Association (the "Bank Merger", and the Bank Merger and
the Merger collectively, the "Mergers"), have now been received. The closing of
the Mergers is expected to occur on or around February 1, 2022, subject to the
satisfaction or waiver of the remaining customary closing conditions set forth
in the Merger Agreement.
On December 20, 2021, Sterling and Webster issued a joint press release
announcing the foregoing matters. A copy of the press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Joint Press Release of Sterling Bancorp and Webster Financial
Corporation, dated December 20, 2021
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This communication may contain certain forward-looking statements, including,
but not limited to, certain plans, expectations, goals, projections, and
statements about the benefits of the proposed transaction, the plans,
objectives, expectations and intentions of Sterling and Webster, the expected
timing of completion of the transaction, and other statements that are not
historical facts. Such statements are subject to numerous assumptions, risks,
and uncertainties. Statements that do not describe historical or current facts,
including statements about beliefs and expectations, are forward-looking
statements. Forward-looking statements may be identified by words such as
expect, anticipate, believe, intend, estimate, plan, target, goal, or similar
expressions, or future or conditional verbs such as will, may, might, should,
would, could, or similar variations. The forward-looking statements are intended
to be subject to the safe harbor provided by Section 27A of the Securities Act
of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private
Securities Litigation Reform Act of 1995.
-2-
While there is no assurance that any list of risks and uncertainties or risk
factors is complete, below are certain factors which could cause actual results
to differ materially from those contained or implied in the forward-looking
statements: changes in general economic, political, or industry conditions; the
magnitude and duration of the COVID-19 pandemic and its impact on the global
economy and financial market conditions and our business, results of operations,
and financial condition; uncertainty in U.S. fiscal and monetary policy,
including the interest rate policies of the Federal Reserve Board; volatility
and disruptions in global capital and credit markets; movements in interest
rates; reform of LIBOR; competitive pressures on product pricing and services;
success, impact, and timing of our business strategies, including market
acceptance of any new products or services; the nature, extent, timing, and
results of governmental actions, examinations, reviews, reforms, regulations,
and interpretations, including those related to the Dodd-Frank Wall Street
Reform and Consumer Protection Act and the Basel III regulatory capital reforms,
as well as those involving the OCC, Federal Reserve, FDIC, and CFPB; the
occurrence of any event, change or other circumstances that could give rise to
the right of one or both of the parties to terminate the merger agreement
between Sterling and Webster; the outcome of any legal proceedings that may be
instituted against Sterling or Webster; delays in completing the transaction;
the failure to satisfy any of the conditions to the transaction on a timely
basis or at all; the possibility that the anticipated benefits of the
transaction are not realized when expected or at all, including as a result of
the impact of, or problems arising from, the integration of the two companies or
as a result of the strength of the economy and competitive factors in the areas
where Sterling and Webster do business; the possibility that the transaction may
be more expensive to complete than anticipated, including as a result of
unexpected factors or events; diversion of management's attention from ongoing
business operations and opportunities; potential adverse reactions or changes to
business or employee relationships, including those resulting from the
announcement or completion of the transaction; the ability to complete the
transaction and integration of Sterling and Webster successfully; the dilution
caused by Webster's issuance of additional shares of its capital stock in
connection with the transaction; and other factors that may affect the future
results of Sterling and Webster. Additional factors that could cause results to
differ materially from those described above can be found in Sterling's Annual
Report on Form 10-K for the year ended December 31, 2020, which is on file with
the SEC and available on Sterling's website, https://sterlingbancorp.com/, under
the heading "Financial Information" and in other documents Sterling files with
the Securities and Exchange Commission (the "SEC"), and in Webster's Annual
Report on Form 10-K for the year ended December 31, 2020, which is on file with
the SEC and available on Webster's investor relations website,
https://webster.gcs-web.com/, under the heading "Financials" and in other
documents Webster files with the SEC.
All forward-looking statements speak only as of the date they are made and are
based on information available at that time. Neither Sterling nor Webster
assumes any obligation to update forward-looking statements to reflect
circumstances or events that occur after the date the forward-looking statements
were made or to reflect the occurrence of unanticipated events except as
required by federal securities laws. As forward-looking statements involve
significant risks and uncertainties, caution should be exercised against placing
undue reliance on such statements.
-3-
© Edgar Online, source Glimpses