Item 2.01 Completion of Acquisition or Disposition of Assets.
Effective as of the Closing Date, pursuant to the Merger Agreement, Merger Sub merged with and into People's United, with People's United as the surviving entity (the "Merger").
Following the Merger, People's United merged with and into M&T, with M&T as the surviving entity (the "Holdco Merger").
Following the Holdco Merger,
Merger Consideration
Upon the terms and subject to the conditions set forth in the Merger Agreement,
at the effective time of the Merger (the "Effective Time"), each share of common
stock, par value
In addition, at the Effective Time, each outstanding share of Fixed-to-Floating
Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value
Treatment of People's United Equity Awards
Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding restricted share award (a "People's United Restricted Share") under People's United stock plans (the "People's United Stock Plans"), other than any Director Restricted Shares, ceased to represent a restricted share of People's United Common Stock and was converted into a number of restricted shares of M&T Common Stock (each, an "M&T Restricted Share") equal to the Exchange Ratio (rounded up or down to the nearest whole number, with 0.5 rounding up).
Also pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding performance share unit (a "People's United Performance Share") under the People's United Stock Plans ceased to represent a performance share unit denominated in shares of People's United Common Stock and was converted into a restricted share unit denominated in shares of M&T Common Stock (an "M&T Stock-Based RSU"). The number of shares of M&T Common Stock subject to each such M&T Stock-Based RSU was equal to the product (rounded up or down to the nearest whole number, with 0.5 rounding up) of (1) the number of shares of People's United Common Stock subject to such People's United Performance Share immediately prior to the Effective Time (including any applicable dividend equivalents) based on the higher of target performance and actual performance through the Effective Time multiplied by (2) the Exchange Ratio.
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Further pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding option to purchase shares of People's United Common Stock (a "People's United Option") under the People's United Stock Plans ceased to represent an option to purchase shares of People's United Common Stock and was converted into an option to purchase a number of shares of M&T Common Stock (an "M&T Option," and together with the M&T Restricted Shares and M&T Stock-Based RSUs, the "M&T Converted Equity Awards") equal to the product (rounded down to the nearest whole number) of (1) the number of shares of People's United Common . . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On the Closing Date, People's United notified the NASDAQ Global Select Market
("NASDAQ") of the impending consummation of the Merger and requested that NASDAQ
(i) suspend trading of People's United Common Stock and People's United
Preferred Stock prior to the opening of trading on
Additionally, People's United intends to file with the Commission certifications on Form 15 under the Exchange Act requesting the deregistration of People's United Common Stock and People's United Preferred Stock under Section 12(g) of the Exchange Act and the suspension of People's United's reporting obligations under Section 15(d) of the Exchange Act as promptly as practicable.
The information set forth under Item 2.01 of this Current Report is incorporated by reference into this Item 3.01.
Item 3.03 Material Modification to the Rights of Security Holders.
As of the Effective Time, each holder of a certificate or book-entry share representing any shares of People's United Common Stock and People's United Preferred Stock ceased to have any rights with respect thereto, except the right to receive the consideration as described above in Item 2.01 of this Current Report and subject to the terms and conditions set forth in the Merger Agreement.
The information set forth in the Introductory Note and under Items 2.01, 3.01 and 5.03 of this Current Report is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
On the Closing Date, Merger Sub merged with and into People's United pursuant to the Merger Agreement, with People's United surviving the Merger as a direct, wholly owned subsidiary of M&T. Following the Merger, People's United merged with and into M&T, with M&T as the surviving entity.
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The information set forth in the Introductory Note and under Items 2.01 and 5.02 of this Current Report is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
At the Effective Time, in connection with the completion of the Merger (and not because of any disagreement with People's United), all of People's United's directors and executive officers as of immediately prior to the Effective Time ceased serving as directors and executive officers of People's United.
In connection with the Merger and pursuant to the Merger Agreement, from the Effective Time until the completion of the Holdco Merger, the directors and officers of Merger Sub as of immediately prior to the Effective Time served as the directors and officers of People's United, in the positions specified below:
•Richard S. Gold , Director and President •Kevin J. Pearson , Director •Marie King , Secretary •Stephen T. Wilson , Assistant Secretary •D. Scott Warman , Treasurer
There are no arrangements or understandings between Messrs. Gold and Pearson and any other persons pursuant to which either of them was selected as a director pursuant to the foregoing. There are no transactions in which any of the foregoing individuals has a direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the Merger Agreement, at the Effective Time, People's United Third Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws were amended and restated in their entirety as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report, which are incorporated herein by reference.
Upon the completion of the Holdco Merger, the Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws of People's United ceased to be in effect by operation of law and the organizational documents of M&T (as successor to People's United by operation of law) remained the certificate of incorporation and bylaws of M&T.
The information regarding the Merger and the Merger Agreement set forth under Item 2.01 of this Current Report is incorporated by reference into this Item 5.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description of Exhibit 2.1 Agreement and Plan of Merger, datedFebruary 21, 2021 , by and among M&T Bank Corporation,Bridge Merger Corp. , a direct, wholly owned subsidiary of M&T Bank Corporation, andPeople's United Financial, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K ofPeople's United Financial, Inc. filed onFebruary 25, 2021 ) 2.2 Amendment No. 1 to the Agreement and Plan of Merger, datedFebruary 17, 2022 , by and among M&T Bank Corporation,Bridge Merger Corp. , a direct, wholly owned subsidiary of M&T Bank Corporation, andPeople's United Financial, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K ofPeople's United Financial, Inc. filed onFebruary 18, 2022 ) 3.1 Fourth Amended and Restated Certificate of Incorporation ofPeople's United Financial, Inc. 3.2 Amended and Restated By-Laws ofPeople's United Financial, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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