Webster Financial Corporation completed the acquisition of Sterling Bancorp in merger of equals transaction.
The transaction is subject to regulatory approvals including approvals from Board of Governors of the Federal Reserve System, approval by the shareholders of each company, listing/approval of new shares on stock exchange, registration statement effectiveness and merger must qualify under specific tax code. As of April 19, 2021, the boards of directors of Webster Financial and Sterling have approved by unanimous vote. As of August 17, 2021, The transaction has been approved by shareholders of Sterling Bancorp and Webster Financial. Webster Bank, National Association and Sterling National Bank, the respective subsidiary banks of Webster and Sterling also received approval to merge from the Office of the Comptroller of the Currency as part of the proposed merger. On December 17, 2021, Federal Reserve Board announced its unanimous approval of the application by Webster Financial to acquire Sterling Bancorp. As of December 20, 2021, all required regulatory approvals, including regulatory approval from the Board of Governors of the Federal Reserve System to complete the merger have been received. The merger is expected to close in the fourth quarter of 2021. As of December 20, 2021, is expected to close on or around February 1, 2022. The transaction will be GAAP EPS accretive to Webster and Sterling, i.e. the deal is more than 20% accretive to Webster shareholders, more than 10% accretive to Sterling shareholders.
Mitchell S. Eitel, Stephen M. Salley and Terence H. Kim of Sullivan & Cromwell LLP represents J.P. Morgan Securities, LLC acted as lead financial advisor to Webster and rendered a fairness opinion to its board of directors. Piper Sandler & Co. acted as financial advisor to Webster Financial Corporation and also rendered a fairness opinion to Webster's board. Edward D. Herlihy and Jacob A. Kling of Wachtell, Lipton, Rosen & Katz is serving as legal counsel to Webster. Citigroup Global Markets Inc. acted as lead financial advisor 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. James J. Barresi and Abby E. Brown of Squire Patton Boggs (US) LLP is serving as legal counsel to Sterling. Ben Plotkin, Joseph Moeller and Jordan Banov of Stifel, Nicolaus & Company, Incorporated acted as financial advisor to Sterling Bancorp. Morrow & Co., LLC acted as the information agent to Webster and will receive a fee of $15,000 for its services. Okapi Partners LLC acted as the information agent to Sterling and will receive a fee of $0.03 million for its services. Webster has agreed to pay J.P. Morgan a fee of $37 million, $5 million of which became payable upon the delivery of J.P. Morgan's opinion and the remainder of which will become payable only upon closing of the merger. Piper Sandler received a $3.25 million fee from Webster upon rendering its opinion. Citi will receive a fee of $28.5 million, $3.5 million of which was payable upon delivery of Citi's opinion and $25 million of which is payable contingent upon consummation of the transaction. Sterling agreed to pay KBW a cash fee of $1.5 million upon the rendering of the opinion by KBW.
Webster Financial Corporation (NYSE:WBS) completed the acquisition of Sterling Bancorp (NYSE:STL) in merger of equals transaction on January 31, 2022. 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. In connection with the transaction, Elizabeth E. Flynn resigned from Webster board