Item 2.01 Completion of Acquisition or Disposition of Assets.
On January 1, 2022 (the "Closing Date"), WSFS Financial Corporation ("WSFS" or
the "Company"), the parent holding company of Wilmington Savings Fund Society,
FSB ("WSFS Bank"), completed the transactions contemplated by the Agreement and
Plan of Merger, dated as of March 9, 2021 (the "Agreement"), by and between WSFS
and Bryn Mawr Bank Corporation ("Bryn Mawr"), a Pennsylvania corporation and the
parent holding company of The Bryn Mawr Trust Company ("Bryn Mawr Bank"). On the
Closing Date, (i) Bryn Mawr merged with and into WSFS (the "Merger"), with WSFS
continuing as the surviving corporation in the Merger (the effective time of the
Merger, "Effective Time") and (ii) simultaneously with the Merger, Bryn Mawr
Bank merged with and into WSFS Bank, with WSFS Bank continuing as the surviving
bank (together with the Merger, the "Mergers"). The Mergers were described in
the Registration Statement on Form S-4 (File No. 333-255329) filed with the U.S.
Securities and Exchange Commission (the "SEC") on April 19, 2021 and amended on
May 4, 2021 (as amended, the "Registration Statement").
At the Effective Time, pursuant to the terms of the Agreement, each share of
common stock, par value $1.00 per share, of Bryn Mawr, was converted into the
right to receive 0.90 of a share of common stock, par value $0.01 per share, of
WSFS, with cash paid in lieu of fractional shares.
The foregoing summary of the Agreement and the Mergers is not complete and is
qualified in its entirety by reference to the complete text of the Agreement,
which is contained in Annex A to the joint proxy statement/prospectus included
in the Registration Statement, which is incorporated by reference as Exhibit 2.1
hereto and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Pursuant to the terms of the Agreement, the board of directors of WSFS (the
"Board") increased the number of directors that comprised the Board to 14
directors, an increase of three, and appointed each of Francis J. Leto, Diego F.
Calderin and Lynn B. McKee to fill the new seats on the Board, effective as of
the Effective Time, to hold such office until his or her successor is elected
and qualified or until his or her resignation or removal. Prior to the Merger,
Mr. Leto was President and Chief Executive Officer and a director of Bryn Mawr,
and Mr. Calderin and Ms. McKee were directors of Bryn Mawr. Mr. Leto is expected
to be named to the Executive and Risk Committee and the Wealth Management
Fiduciary Committee, Mr. Calderin is expected to be named to the Delivery
Transformation Subcommittee and the Wealth Management Fiduciary Committee and
Ms. McKee is expected to be named to the Personnel and Compensation Committee.
Messrs. Leto and Calderin and Ms. McKee will each be entitled to receive
compensation as a non-employee member of the Board, as described the section
entitled "Compensation of the Board of Directors" in the Company's 2020 Proxy
Statement, filed with the SEC on March 23, 2021, which is incorporated herein by
reference.
In connection with the Agreement, Mr. Leto entered into a letter agreement with
WSFS (the "Leto Letter Agreement"), effective as of the Closing Date. A
description of the arrangements regarding Mr. Leto and the terms of the Leto
Letter Agreement is set forth in the section titled "Interests of Bryn Mawr's
Directors and Executive Officers in the Mergers" of the Registration Statement
and such description is incorporated herein by reference. The description of the
Leto Letter Agreement is not complete and is subject to and qualified in its
entirety by reference to the Leto Letter Agreement, a copy of which is attached
as Exhibit 10.1 hereto and is incorporated herein by reference.
Since the beginning of the last fiscal year there have been no related party
transactions between WSFS and any of Messrs. Leto and Calderin and Ms. McKee
that would be reportable under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On January 3, 2022, the Company issued a press release announcing the
consummation of the Mergers and the appointments of Messrs. Leto and Calderin
and Ms. McKee to the Board. A copy of the Company's press release dated January
3, 2022 is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
This information (including Exhibit 99.1) is being furnished under Item 7.01 of
this Form 8-K and shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934 ("Exchange Act") or otherwise subject to the
liabilities of that section, and such information shall not be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Item 9.01 Financial Statements and Other Exhibits.
(a) Financial Statements of the Business Acquired.
The audited consolidated balance sheets of Bryn Mawr as of December 31, 2020 and
December 31, 2019, the related audited consolidated statements of income,
comprehensive income, cash flows and changes in shareholders' equity for each of
the years in the three year period ended December 31, 2020, and the related
notes and reports of the independent auditor thereto are included as Exhibit
99.2 to this Form 8-K and incorporated herein by this reference, and the
unaudited balance sheet of Bryn Mawr as of September 30, 2021, the related
unaudited consolidated statements of income, comprehensive income, cash flows
and changes in shareholders' equity for the periods ended September 30, 2021 and
September 30, 2020, and the related notes thereto are included as Exhibit 99.3
to this Form 8-K and incorporated herein by this reference.
(b) Pro Forma Financial Information.
The Company intends to file pro forma financial information under cover of Form
8-K/A not later than 71 calendar days after the date that this Form 8-K is
required to be filed.
(d) Exhibits.
Number Description
2.1 Agreement and Plan of Merger, dated as of March 9, 2021, by and
between WSFS Financial Corporation and Bryn Mawr Bank Corporation
(incorporated herein by reference to Annex A to Amendment No. 1 to the
Registration Statement on Form S-4 (File No. 333- 255329) filed by WSFS
Financial Corporation on May 4, 2021)*
10.1 Letter Agreement, dated as of March 8, 2021, by and between WSFS
Financial Corporation and Francis J. Leto
23.1 Consent of KPMG LLP, Bryn Mawr Bank Corporation's independent
registered public accounting firm
99.1 Press Release dated January 3, 2022
99.2 Audited Financial Statements of Bryn Mawr Bank Corporation and the
related reports of the independent auditor thereto
99.3 Unaudited Financial Statements of Bryn Mawr Bank Corporation
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Previously filed. Schedules have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. A copy of any omitted schedule will be furnished supplementally
to the SEC upon request; provided, however, that the parties may request
confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of
1934, as amended, for any document so furnished.
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