-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D0ETca04ZLzZ+6PBK2bHpDoDECfrjK39OsS9hsf+Ql6R/vKPRVAPhFDex2dmQXeR G70XVdlkH21ZPYWxFgdPXQ== 0000950123-10-117061.txt : 20101229 0000950123-10-117061.hdr.sgml : 20101229 20101229112755 ACCESSION NUMBER: 0000950123-10-117061 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20101229 DATE AS OF CHANGE: 20101229 GROUP MEMBERS: CHARLES R. KAYE GROUP MEMBERS: JOSEPH P. LANDY GROUP MEMBERS: WARBURG PINCUS & CO. GROUP MEMBERS: WARBURG PINCUS LLC GROUP MEMBERS: WARBURG PINCUS PARTNERS, LLC GROUP MEMBERS: WARBURG PINCUS X L.P. GROUP MEMBERS: WARBURG PINCUS X LLC GROUP MEMBERS: WARBURG PINCUS X PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WEBSTER FINANCIAL CORP CENTRAL INDEX KEY: 0000801337 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 061187536 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38618 FILM NUMBER: 101277334 BUSINESS ADDRESS: STREET 1: LINDSEY KOPP STREET 2: 3 FARM GLEN BOULEVARD CITY: FARMINGTON STATE: CT ZIP: 06034-2925 BUSINESS PHONE: 860-409-2925 MAIL ADDRESS: STREET 1: LINDSEY KOPP STREET 2: 3 FARM GLEN BOULEVARD CITY: FARMINGTON STATE: CT ZIP: 06034-2925 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Warburg Pincus Private Equity X, L.P. CENTRAL INDEX KEY: 0001414565 IRS NUMBER: 200849130 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 y88670sc13dza.htm SC 13D/A sc13dza
Table of Contents

 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)
Under the Securities Exchange Act of 1934
WEBSTER FINANCIAL CORPORATION
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
947890109
(CUSIP Number)
SCOTT A. ARENARE, ESQ.
Managing Director and General Counsel
WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY 10017
(212) 878-0600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices of Communication)
Copy to:
MITCHELL S. EITEL, ESQ.
ANDREW R. GLADIN, ESQ.
SULLIVAN & CROMWELL LLP
125 BROAD STREET
NEW YORK, NY 10004
(212) 558-4000
December 27, 2010
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D , and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 

 

Table of Contents

                     
CUSIP No.
  
 947890109 
  

 

           
1   NAME OF REPORTING PERSONS

Warburg Pincus Private Equity X, L.P.

S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

26-0849130
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  WC
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   22,804,920 †‡
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    22,804,920 †‡
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  22,804,920 †‡
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  23.79%*
     
14   TYPE OF REPORTING PERSON
   
  PN
† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
‡ Includes (i) the A1-Warrant exercisable for 1,843,100 shares of common stock, par value $0.01 per share (the “Common Stock”) of Webster Financial Corporation (“WBS”); and (iii) the A2-Warrant exercisable for 6,781,900 shares of Common Stock, as described in Item 4 hereof.
* Calculation is based on the total number of shares of Common Stock, including (i) 78,527,279 shares of Common Stock outstanding as of November 30, 2010, (ii) 6,630,000 shares of Common Stock issued by WBS on December 27, 2010 in a registered, underwritten public offering, (iii) 2,069,848 shares of Common Stock issued by WBS on December 27, 2010 to Warburg Pincus Private Equity X, L.P. (including Warburg Pincus X Partners, L.P., an affiliated limited partnership, “WP X”) pursuant to the exercise by WP X of preemptive rights in connection with such public offering under the terms of an Investment Agreement, dated July 27, 2009, between WBS and WP X, (iv) 1,843,100 shares of Common Stock issuable upon exercise of the A1-Warrant and (v) 6,781,900 shares of Common Stock issuable upon exercise of the A2-Warrant.

 

Table of Contents

                     
CUSIP No.
  
 947890109 
  

 

           
1   NAME OF REPORTING PERSONS

Warburg Pincus X Partners, L.P.

S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

26-0869910
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  WC
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   22,804,920 †‡
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    22,804,920 †‡
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  22,804,920 †‡
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  23.79%*
     
14   TYPE OF REPORTING PERSON
   
  PN
† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
‡ Includes (i) the A1-Warrant exercisable for 1,843,100 shares of common stock, par value $0.01 per share (the “Common Stock”) of Webster Financial Corporation (“WBS”); and (iii) the A2-Warrant exercisable for 6,781,900 shares of Common Stock, as described in Item 4 hereof.
* Calculation is based on the total number of shares of Common Stock, including (i) 78,527,279 shares of Common Stock outstanding as of November 30, 2010, (ii) 6,630,000 shares of Common Stock issued by WBS on December 27, 2010 in a registered, underwritten public offering, (iii) 2,069,848 shares of Common Stock issued by WBS on December 27, 2010 to Warburg Pincus Private Equity X, L.P. (including Warburg Pincus X Partners, L.P., an affiliated limited partnership, “WP X”) pursuant to the exercise by WP X of preemptive rights in connection with such public offering under the terms of an Investment Agreement, dated July 27, 2009, between WBS and WP X, (iv) 1,843,100 shares of Common Stock issuable upon exercise of the A1-Warrant and (v) 6,781,900 shares of Common Stock issuable upon exercise of the A2-Warrant.

 

Table of Contents

                     
CUSIP No.
  
 947890109 
  

 

           
1   NAME OF REPORTING PERSONS

Warburg Pincus X L.P.

S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

26-0403670
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  N/A
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   22,804,920 †‡
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    22,804,920 †‡
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  22,804,920 †‡
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  23.79%*
     
14   TYPE OF REPORTING PERSON
   
  PN
† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
‡ Includes (i) the A1-Warrant exercisable for 1,843,100 shares of common stock, par value $0.01 per share (the “Common Stock”) of Webster Financial Corporation (“WBS”); and (iii) the A2-Warrant exercisable for 6,781,900 shares of Common Stock, as described in Item 4 hereof.
* Calculation is based on the total number of shares of Common Stock, including (i) 78,527,279 shares of Common Stock outstanding as of November 30, 2010, (ii) 6,630,000 shares of Common Stock issued by WBS on December 27, 2010 in a registered, underwritten public offering, (iii) 2,069,848 shares of Common Stock issued by WBS on December 27, 2010 to Warburg Pincus Private Equity X, L.P. (including Warburg Pincus X Partners, L.P., an affiliated limited partnership, “WP X”) pursuant to the exercise by WP X of preemptive rights in connection with such public offering under the terms of an Investment Agreement, dated July 27, 2009, between WBS and WP X, (iv) 1,843,100 shares of Common Stock issuable upon exercise of the A1-Warrant and (v) 6,781,900 shares of Common Stock issuable upon exercise of the A2-Warrant.

 

Table of Contents

                     
CUSIP No.
  
 947890109 
  

 

           
1   NAME OF REPORTING PERSONS

Warburg Pincus X LLC

S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

26-0403605
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  N/A
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   22,804,920 †‡
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    22,804,920 †‡
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  22,804,920 †‡
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  23.79%*
     
14   TYPE OF REPORTING PERSON
   
  OO
† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
‡ Includes (i) the A1-Warrant exercisable for 1,843,100 shares of common stock, par value $0.01 per share (the “Common Stock”) of Webster Financial Corporation (“WBS”); and (iii) the A2-Warrant exercisable for 6,781,900 shares of Common Stock, as described in Item 4 hereof.
* Calculation is based on the total number of shares of Common Stock, including (i) 78,527,279 shares of Common Stock outstanding as of November 30, 2010, (ii) 6,630,000 shares of Common Stock issued by WBS on December 27, 2010 in a registered, underwritten public offering, (iii) 2,069,848 shares of Common Stock issued by WBS on December 27, 2010 to Warburg Pincus Private Equity X, L.P. (including Warburg Pincus X Partners, L.P., an affiliated limited partnership, “WP X”) pursuant to the exercise by WP X of preemptive rights in connection with such public offering under the terms of an Investment Agreement, dated July 27, 2009, between WBS and WP X, (iv) 1,843,100 shares of Common Stock issuable upon exercise of the A1-Warrant and (v) 6,781,900 shares of Common Stock issuable upon exercise of the A2-Warrant.

 

Table of Contents

                     
CUSIP No.
  
 947890109 
  

 

           
1   NAME OF REPORTING PERSONS

Warburg Pincus Partners, LLC

S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

13-4069737
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  N/A
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  New York
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   22,804,920 †‡
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    22,804,920 †‡
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  22,804,920 †‡
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  23.79%*
     
14   TYPE OF REPORTING PERSON
   
  OO
† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
‡ Includes (i) the A1-Warrant exercisable for 1,843,100 shares of common stock, par value $0.01 per share (the “Common Stock”) of Webster Financial Corporation (“WBS”); and (iii) the A2-Warrant exercisable for 6,781,900 shares of Common Stock, as described in Item 4 hereof.
* Calculation is based on the total number of shares of Common Stock, including (i) 78,527,279 shares of Common Stock outstanding as of November 30, 2010, (ii) 6,630,000 shares of Common Stock issued by WBS on December 27, 2010 in a registered, underwritten public offering, (iii) 2,069,848 shares of Common Stock issued by WBS on December 27, 2010 to Warburg Pincus Private Equity X, L.P. (including Warburg Pincus X Partners, L.P., an affiliated limited partnership, “WP X”) pursuant to the exercise by WP X of preemptive rights in connection with such public offering under the terms of an Investment Agreement, dated July 27, 2009, between WBS and WP X, (iv) 1,843,100 shares of Common Stock issuable upon exercise of the A1-Warrant and (v) 6,781,900 shares of Common Stock issuable upon exercise of the A2-Warrant.

 

Table of Contents

                     
CUSIP No.
  
 947890109 
  

 

           
1   NAME OF REPORTING PERSONS

Warburg Pincus & Co.

S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

13-6358475
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  N/A
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  New York
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   22,804,920 †‡
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    22,804,920 †‡
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  22,804,920 †‡
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  23.79%*
     
14   TYPE OF REPORTING PERSON
   
  PN
† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
‡ Includes (i) the A1-Warrant exercisable for 1,843,100 shares of common stock, par value $0.01 per share (the “Common Stock”) of Webster Financial Corporation (“WBS”); and (iii) the A2-Warrant exercisable for 6,781,900 shares of Common Stock, as described in Item 4 hereof.
* Calculation is based on the total number of shares of Common Stock, including (i) 78,527,279 shares of Common Stock outstanding as of November 30, 2010, (ii) 6,630,000 shares of Common Stock issued by WBS on December 27, 2010 in a registered, underwritten public offering, (iii) 2,069,848 shares of Common Stock issued by WBS on December 27, 2010 to Warburg Pincus Private Equity X, L.P. (including Warburg Pincus X Partners, L.P., an affiliated limited partnership, “WP X”) pursuant to the exercise by WP X of preemptive rights in connection with such public offering under the terms of an Investment Agreement, dated July 27, 2009, between WBS and WP X, (iv) 1,843,100 shares of Common Stock issuable upon exercise of the A1-Warrant and (v) 6,781,900 shares of Common Stock issuable upon exercise of the A2-Warrant.

 

Table of Contents

                     
CUSIP No.
  
 947890109 
  

 

           
1   NAME OF REPORTING PERSONS

Warburg Pincus LLC

S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

13-3536050
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  N/A
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  New York
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   22,804,920 †‡
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    22,804,920 †‡
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  22,804,920 †‡
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  23.79%*
     
14   TYPE OF REPORTING PERSON
   
  OO
† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
‡ Includes (i) the A1-Warrant exercisable for 1,843,100 shares of common stock, par value $0.01 per share (the “Common Stock”) of Webster Financial Corporation (“WBS”); and (iii) the A2-Warrant exercisable for 6,781,900 shares of Common Stock, as described in Item 4 hereof.
* Calculation is based on the total number of shares of Common Stock, including (i) 78,527,279 shares of Common Stock outstanding as of November 30, 2010, (ii) 6,630,000 shares of Common Stock issued by WBS on December 27, 2010 in a registered, underwritten public offering, (iii) 2,069,848 shares of Common Stock issued by WBS on December 27, 2010 to Warburg Pincus Private Equity X, L.P. (including Warburg Pincus X Partners, L.P., an affiliated limited partnership, “WP X”) pursuant to the exercise by WP X of preemptive rights in connection with such public offering under the terms of an Investment Agreement, dated July 27, 2009, between WBS and WP X, (iv) 1,843,100 shares of Common Stock issuable upon exercise of the A1-Warrant and (v) 6,781,900 shares of Common Stock issuable upon exercise of the A2-Warrant.

 

Table of Contents

                     
CUSIP No.
  
 947890109 
  

 

           
1   NAME OF REPORTING PERSONS

Charles R. Kaye

S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  N/A
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States of America
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   22,804,920 †‡
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    22,804,920 †‡
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  22,804,920 †‡
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  23.79%*
     
14   TYPE OF REPORTING PERSON
   
  IN
† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
‡ Includes (i) the A1-Warrant exercisable for 1,843,100 shares of common stock, par value $0.01 per share (the “Common Stock”) of Webster Financial Corporation (“WBS”); and (iii) the A2-Warrant exercisable for 6,781,900 shares of Common Stock, as described in Item 4 hereof.
* Calculation is based on the total number of shares of Common Stock, including (i) 78,527,279 shares of Common Stock outstanding as of November 30, 2010, (ii) 6,630,000 shares of Common Stock issued by WBS on December 27, 2010 in a registered, underwritten public offering, (iii) 2,069,848 shares of Common Stock issued by WBS on December 27, 2010 to Warburg Pincus Private Equity X, L.P. (including Warburg Pincus X Partners, L.P., an affiliated limited partnership, “WP X”) pursuant to the exercise by WP X of preemptive rights in connection with such public offering under the terms of an Investment Agreement, dated July 27, 2009, between WBS and WP X, (iv) 1,843,100 shares of Common Stock issuable upon exercise of the A1-Warrant and (v) 6,781,900 shares of Common Stock issuable upon exercise of the A2-Warrant.

 

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CUSIP No.
  
 947890109 
  

 

           
1   NAME OF REPORTING PERSONS

Joseph P. Landy

S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  N/A
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States of America
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   22,804,920 †‡
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    22,804,920 †‡
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  22,804,920 †‡
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  23.79%*
     
14   TYPE OF REPORTING PERSON
   
  IN
† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
‡ Includes (i) the A1-Warrant exercisable for 1,843,100 shares of common stock, par value $0.01 per share (the “Common Stock”) of Webster Financial Corporation (“WBS”); and (iii) the A2-Warrant exercisable for 6,781,900 shares of Common Stock, as described in Item 4 hereof.
* Calculation is based on the total number of shares of Common Stock, including (i) 78,527,279 shares of Common Stock outstanding as of November 30, 2010, (ii) 6,630,000 shares of Common Stock issued by WBS on December 27, 2010 in a registered, underwritten public offering, (iii) 2,069,848 shares of Common Stock issued by WBS on December 27, 2010 to Warburg Pincus Private Equity X, L.P. (including Warburg Pincus X Partners, L.P., an affiliated limited partnership, “WP X”) pursuant to the exercise by WP X of preemptive rights in connection with such public offering under the terms of an Investment Agreement, dated July 27, 2009, between WBS and WP X, (iv) 1,843,100 shares of Common Stock issuable upon exercise of the A1-Warrant and (v) 6,781,900 shares of Common Stock issuable upon exercise of the A2-Warrant.

 

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Item 3. Source and Amount of Funds or Other Consideration
Item 4. Purpose of the Transaction
Item 5. Interest in Securities of the Issuer
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 7. Material to be Filed as Exhibits
SIGNATURES
INDEX OF EXHIBITS
EX-10

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     This Amendment No. 3 amends the statement on Schedule 13D (the “Initial Statement”) originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 5, 2009, as amended and restated by Amendment No. 1 to the Initial Statement filed with the SEC on October 16, 2009 and by Amendment No. 2 to the Initial Statement filed with the SEC on December 14, 2009 (as so amended and restated through the date hereof, the “Statement”) and is being filed on behalf of the Warburg Pincus Reporting Persons (as defined below). Information in respect of each Warburg Pincus Reporting Person (as defined below) is given solely by such Warburg Pincus Reporting Person and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by any other Warburg Pincus Reporting Person. Capitalized terms used herein but not defined shall have the same meanings as ascribed to them in the Statement.
Item 3. Source and Amount of Funds or Other Consideration
     The response set forth in Item 3 of the Statement is hereby amended by adding the following at the end thereof:
     On December 27, 2010, WBS issued 6,630,000 shares of its Common Stock in a registered, underwritten public offering (the “Offering”), as to which WP X has elected to exercise its preemptive rights under the terms of the Investment Agreement. As more fully described in Item 4 below, on December 21, 2010, WP X and WBS entered into a Letter Agreement (the “Letter Agreement”), pursuant to which WP X agreed to purchase 2,069,848 shares of Common Stock (the “Purchased Shares”) from WBS. WP X completed this transaction on December 27, 2010 and acquired the Purchased Shares at such time. The aggregate purchase price for the Purchased Shares was $36,439,674.05. The funds used by WP X were obtained from working capital.
     Additionally, on December 30, 2009, WP X purchased 610,072 shares of Common Stock from WBS for an aggregate purchase price of $6,875,511.44 pursuant to the exercise of its preemptive rights under the terms of the Investment Agreement. The funds used by WP X were obtained from working capital.
Item 4. Purpose of the Transaction
     The response set forth in Item 4 of the Statement is hereby amended by adding the following immediately prior to the caption “Additional Disclosure” thereunder:
     On December 21, 2010, WP X and WBS entered into the Letter Agreement, pursuant to which WP X exercised its preemptive rights with respect to the Offering under the terms of the Investment Agreement and agreed to acquire the Purchased Shares from WBS for an aggregate purchase price of $36,439,674.05. WP X completed this transaction on December 27, 2010 and acquired the Purchased Shares at such time. WP X purchased the Purchased Shares to maintain the proportionate interest it had in WBS immediately prior to the Offering. The foregoing summary of the Letter Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, attached hereto as Exhibit 10 and incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
     The response set forth in Item 5 of the Statement is hereby amended by deleting the previous response in its entirety and inserting the following in place thereof:
(a) As of December 27, 2010, WP X may be deemed to beneficially own 22,804,920 shares of Common Stock, representing approximately 23.79% of the outstanding shares of Common Stock (based on (i) 78,527,279 shares of Common Stock outstanding as of November 30, 2010, (ii) 6,630,000 shares of Common Stock issued by WBS on December 27, 2010 in a registered, underwritten public offering, (iii) 2,069,848 shares of Common Stock issued by WBS on December 27, 2010 to Warburg Pincus Private Equity X, L.P. (including Warburg Pincus X Partners, L.P., an affiliated limited partnership, “WP X”) pursuant to the exercise by WP X of preemptive rights in connection with such public offering under the terms of an Investment Agreement, dated July 27, 2009, between WBS and WP X, (iv) 1,843,100 shares of Common Stock issuable upon exercise of the A1-Warrant and (v) 6,781,900 shares of Common Stock issuable upon exercise of the A2-Warrant).
     Due to their respective relationships with WP X and each other, each of the Warburg Pincus Reporting Persons may be deemed to beneficially own, in the aggregate, 22,804,920 shares of Common Stock. Each of WP X LP, WP X LLC, WP Partners, WP, WP LLC, Messrs. Kaye and Landy and the individuals listed on Schedule I hereto disclaims beneficial ownership of the shares of Common Stock and the A-Warrants, in which WP X has beneficial ownership, except to the extent of any indirect pecuniary interest therein. Except as described in this Item 5(a), no person listed in Item 2 of this Statement is a beneficial owner of the Common Stock in which WP X has beneficial ownership.
(b) See Item 5(a) above.
(c) On July 27, 2009, WP X entered into the Investment Agreement with WBS and on July 27, 2009 acquired 4,024,600 shares of Common Stock, the A1-Warrant to purchase 1,843,100 shares of Common Stock and the B1-Warrant, for an aggregate purchase price of $40,426,000. On October 15, 2009, pursuant to the Investment Agreement, WP X acquired 3,018,400 shares of Common Stock, 44,570 shares of Series C Preferred Stock, the A2-Warrant to purchase 6,781,900 shares of Common Stock and the B2-

 

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Warrant, for an aggregate purchase price of $74,754,000. On December 10, 2009, the B-Warrants expired upon receipt of the Stockholder Approvals. On December 17, 2009, 44,570 shares of Series C Preferred Stock held by WP X automatically converted into 4,457,000 shares of Common Stock. On December 30, 2009, WP X acquired 610,072 shares of Common Stock from WBS for an aggregate purchase price of $6,875,511.44. On December 27, 2010, WP X acquired the Purchased Shares from WBS pursuant to the Letter Agreement for an aggregate purchase price of $36,439,674.05. Descriptions of the investments by WP X and of the securities related thereto are included in Item 4 of this Statement.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
     The response set forth in Item 4 of the Statement is hereby incorporated herein by reference in its entirety.
Item 7. Material to be Filed as Exhibits
     The list of Exhibits in Item 7 of the Statement is hereby amended by the addition of the following Exhibit:
Exhibit 10   Letter Agreement, dated as of December 21, 2010, by and among Webster Financial Corporation, Warburg Pincus Private Equity X, L.P and Warburg Pincus X Partners, L.P.

 

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SIGNATURES
     After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: December 29, 2010
             
    WARBURG PINCUS PRIVATE EQUITY X, L.P.    
 
            
 
  By:   Warburg Pincus X, L.P., its general partner    
 
            
 
  By:   Warburg Pincus X LLC, its general partner    
 
            
 
  By:   Warburg Pincus Partners, LLC, its sole member    
 
            
 
  By:   Warburg Pincus & Co., its managing member    
 
            
 
  By:   /s/ Scott A. Arenare
 
Name: Scott A. Arenare 		   
 
      Title: Partner    
 
            
    WARBURG PINCUS X PARTNERS, L.P.    
 
            
 
  By:   Warburg Pincus X, L.P., its general partner    
 
            
 
  By:   Warburg Pincus X LLC, its general partner    
 
            
 
  By:   Warburg Pincus Partners, LLC, its sole member    
 
            
 
  By:   Warburg Pincus & Co., its managing member    
 
            
 
  By:   /s/ Scott A. Arenare
 
Name: Scott A. Arenare 		   
 
      Title: Partner    
 
            
    WARBURG PINCUS X, L.P.    
 
            
 
  By:   Warburg Pincus X LLC, its general partner    
 
            
 
  By:   Warburg Pincus Partners, LLC, its sole member    
 
            
 
  By:   Warburg Pincus & Co., its managing member    
 
            
 
  By:   /s/ Scott A. Arenare
 
Name: Scott A. Arenare 		   
 
      Title: Partner    

 

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    WARBURG PINCUS X LLC    
 
            
 
  By:   Warburg Pincus Partners, LLC, its sole member    
 
            
 
  By:   Warburg Pincus & Co., its managing member    
 
            
 
  By:   /s/ Scott A. Arenare
 
Name: Scott A. Arenare 		   
 
      Title: Partner    
 
            
    WARBURG PINCUS PARTNERS, LLC    
 
            
 
  By:   Warburg Pincus & Co., its managing member    
 
            
 
  By:   /s/ Scott A. Arenare
 
Name: Scott A. Arenare 		   
 
      Title: Partner    
 
            
    WARBURG PINCUS & CO.    
 
            
 
  By:   /s/ Scott A. Arenare
 
Name: Scott A. Arenare 		   
 
      Title: Partner    
 
            
    WARBURG PINCUS LLC    
 
            
 
  By:   /s/ Scott A. Arenare
 
Name: Scott A. Arenare 		   
 
      Title: Managing Director    
 
            
    CHARLES R. KAYE    
 
            
 
  By:   /s/ Scott A. Arenare
 
Scott A. Arenare, Attorney-in-fact* 		   
 
            
    JOSEPH P. LANDY    
 
            
 
  By:   /s/ Scott A. Arenare
 
Scott A. Arenare, Attorney-in-fact** 		   
 
*   Power of Attorney given by Mr. Kaye was previously filed with the SEC on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.
 
**   Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

 

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INDEX OF EXHIBITS
Exhibit 10   Letter Agreement, dated as of December 21, 2010, by and among Webster Financial Corporation, Warburg Pincus Private Equity X, L.P and Warburg Pincus X Partners, L.P.

 

EX-10 2 y88670exv10.htm EX-10 exv10
Exhibit 10
     
Warburg Pincus Private Equity X, L.P.
450 Lexington Avenue
New York, New York 10017 		  Warburg Pincus X Partners, L.P.
450 Lexington Avenue
New York, New York 10017
December 21, 2010
Webster Financial Corporation
Webster Plaza
145 Bank Street
Waterbury, Connecticut 06702
Ladies and Gentlemen:
     Reference is hereby made to (i) the Investment Agreement, dated as of July 27, 2009 (the “Investment Agreement”), between Webster Financial Corporation, a Delaware corporation (the “Company”) and Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (“WP Private Equity X”); (ii) the Letter Agreement, dated as of October 15, 2009, among the Company, WP Private Equity X and Warburg Pincus X Partners, L.P. (“WP X Partners,” and together with WP Private Equity X, “WP X”); (iii) the notice given by the Company to WP X, dated as of December 3, 2010, notifying WP X of its gross-up right under Section 4.3 of the Investment Agreement (the “Gross-up Right”) in connection with a proposed public offering (the “Offering”) by the Company of 6,630,000 shares of its common stock, par value $0.01 per share (“Common Stock”) for $18.00 per share of Common Stock (the “Offering Price”) payable on December 27, 2010; and (iv) the notice given by WP X, dated as of December 6, 2010, notifying the Company of WP X’s intention to exercise the Gross-up Right subject to the conditions set forth in such notice. Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Investment Agreement. This letter agreement (this “Letter Agreement”) confirms the mutual understanding and agreement of the parties hereto with respect to the exercise by WP X of the Gross-up Right.
     1. Transaction and Purchase Price. Subject only to the consummation of the Offering and the provisions of Section 4.3 of the Investment Agreement (other than the first sentence of paragraph (c) thereof), WP X hereby agrees to purchase from the Company, and the Company agrees to issue and sell to WP X, an aggregate of 2,069,848 shares of Common Stock (the “Purchased Shares”) at a price per share equal to $17.605 (the Offering Price, less any underwriting discounts or sales commissions) allocated as follows: (a) WP Private Equity X — 2,005,683 shares of Common Stock in exchange for $35,310,049.22; and (b) WP X

 

 

Partners — 64,165 shares of Common Stock in exchange for $1,129,624.83 (the sum of the amounts in clauses (a) and (b), the “Purchase Price”). The transactions contemplated by the preceding sentence will be consummated on December 27, 2010 (the “Closing Date”) substantially simultaneously with the closing of the Offering. WP X will pay the Purchase Price on the Closing Date by wire transfer of immediately available funds to an account designated by the Company at least one business day prior to the Closing Date. The Company will deliver on the Closing Date to WP X confirmations of book entry transfer evidencing the foregoing transactions. The Purchased Shares will bear only the first legend set forth in Section 4.5(a) of the Investment Agreement. In addition, WP X agrees not to exercise any “piggyback registration” rights set forth in Section 4.11(a)(4) of the Investment Agreement in connection with the Offering.
     2. Representations and Warranties of the Company. Except as Previously Disclosed, the Company represents and warrants as of the date of this Letter Agreement (except to the extent made only as of a specified date, in which case as of such date) to WP X that:
  (a)   Organization and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and failure to be so qualified would have a Material Adverse Effect on the Company and has corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted.
 
  (b)   Authorization.
 
      (1) The Company has the corporate power and authority to enter into this Letter Agreement and to carry out its obligations hereunder. This Letter Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Letter Agreement by WP X, are valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganizations, fraudulent transfer or similar laws relating to or affecting creditors generally or by general equitable principles (whether applied in equity or at law). No other corporate proceedings are necessary for the execution and delivery by the Company of this Letter Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated hereby.
 
      (2) Neither the execution, delivery and performance by the Company of this Letter Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the

2

 

      termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien, upon any of the properties or assets of the Company or any Company Subsidiary under any of the material terms, conditions or provisions of (A) its certificate of incorporation or bylaws (or similar governing documents) or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which it may be bound, or to which the Company or any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any ordinance, permit, concession, grant, franchise, law, statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company Subsidiary or any of their respective properties or assets except in the case of clauses (i)(B) and (ii) for such violations, conflicts and breaches as would not reasonably be expected to have a Material Adverse Effect on the Company.
      (3) Other than the securities or blue sky laws of the various states, no material notice to, registration, declaration or filing with, exemption or review by, or authorization, order, consent or approval of, any Governmental Entity, or expiration or termination of any statutory waiting period, is necessary for the consummation by the Company of the transactions set forth in this Letter Agreement.
 
  (c)   Status of Securities. The Purchased Shares have been duly authorized by all necessary corporate action of the Company. When issued and sold against receipt of the consideration therefore as provided in this Letter Agreement, the Purchased Shares will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company.
     3. Representations and Warranties of WP X. Except as Previously Disclosed, WP X hereby represents and warrants as of the date of this Letter Agreement (except to the extent made only as of a specified date, in which case as of such date) to the Company that:
  (a)   Organization and Authority. Each of WP Private Equity X and WP X Partners is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and failure to be so qualified would have a Material Adverse Effect on such party and has power and authority to own its properties and assets and to carry on its business as it is now being conducted.

3

 

  (b)   Authorization.
 
    (1) Each of WP Private Equity X and WP X Partners has the power and authority to enter into this Letter Agreement and to carry out its obligations hereunder. The execution, delivery and performance of this Letter Agreement by each of WP Private Equity X and WP X Partners and the consummation of the transactions contemplated hereby have been duly authorized by such party and no further approval or authorization is required. This Letter Agreement is a valid and binding obligation of each of WP Private Equity X and WP X Partners enforceable against it in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganizations, fraudulent transfer or similar laws affecting creditors generally or by general equitable principles (whether applied in equity or at law). No other proceedings are necessary for the execution and delivery by each of WP Private Equity X and WP X Partners of this Letter Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated hereby.
 
    (2) Neither the execution, delivery and performance by each of WP Private Equity X and WP X Partners of this Letter Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by such party with any of the provisions hereof, will (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of such party under any of the material terms, conditions or provisions of (A) its certificate of limited partnership, partnership agreement or similar organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which such party is a party or by which it may be bound, or to which such party or any of the properties or assets of such party may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or, to the knowledge of such party, any judgment, ruling, order, writ, injunction or decree applicable to such party or any of their respective properties or assets except in the case of clauses (i)(B) and (ii) for such violations, conflicts and breaches as would not reasonably be expected to have a Material Adverse Effect on such party.
 
    (3) Other than the securities or blue sky laws of the various states, no material notice to, registration, declaration or filing with, exemption or review by, or authorization, order, consent or approval of, any Governmental Entity, or expiration or termination of any statutory waiting

4

 

      period, is necessary for the consummation by WP X of the transactions set forth in this Letter Agreement.
     4. Survival. Each of the representations and warranties set forth in this Letter Agreement shall survive the closing indefinitely. Except as otherwise provided herein, all covenants and agreements contained herein shall survive for the duration of any statutes of limitations applicable thereto or until, by their respective terms, they are no longer operative.
     5. Registrable Securities. The parties hereto agree that, for the avoidance of doubt, the definition of the term “Registrable Securities” under the Investment Agreement shall be deemed to include the Purchased Shares.
     6. Amendment. No amendment or waiver of this Letter Agreement will be effective with respect to any party unless made in writing and signed by an officer of a duly authorized representative of such party.
     7. Waivers. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. No waiver of any party to this Letter Agreement will be effective unless it is in a writing signed by a duly authorized officer of the waiving party that makes express reference to the provision or provisions subject to such waiver.
     8. Counterparts and Facsimile. For the convenience of the parties hereto, this Letter Agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this Letter Agreement may be delivered by facsimile or other comparable electronic means and as so delivered will be deemed as sufficient as if actual signature pages had been delivered.
     9. GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK FOR ANY ACTIONS, SUITS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
     10. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
     11. Notices. The provisions of Section 6.7 of the Investment Agreement are incorporated herein by reference as if set out in full herein.

5

 

     12. Entire Agreement, Etc. (a) This Letter Agreement, together with Section 4.3 of the Investment Agreement, constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, between the parties, with respect to the subject matter hereof; (b) the terms and conditions of this Letter Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors, and with respect to WP X, its permitted assigns; and (c) this Letter Agreement will not be assignable by operation of law or otherwise (any attempted assignment in contravention hereof being null and void), except that WP X shall be permitted to assign its rights or obligations hereunder to (i) any Affiliate entity, but only if the transferee agrees in writing for the benefit of the Company (with a copy thereof to be furnished to the Company (any such transferee shall be included in the term “WP”)); provided, further, that no such assignment shall relieve WP of any of its obligations under this Letter Agreement.
     13. Severability. If any provision of this Letter Agreement or the application thereof to any person (including, the officers and directors of WP X and the Company) or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to persons or circumstances other than those as to which it has been held invalid or unenforceable, will remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties.
     14. No Third Party Beneficiaries. Nothing contained in this Letter Agreement, expressed or implied, is intended to confer upon any person other than the parties hereto, any benefit right or remedies.
[Signature page follows]

6

 

     If the foregoing accurately reflects your understanding and agreement, please acknowledge the same by signing this Letter Agreement where indicated below and returning to us a copy of this letter.
         
  Sincerely,

WARBURG PINCUS PRIVATE EQUITY X, L.P.
 		  
  By:   Warburg Pincus X L.P., its general partner    
  By:   Warburg Pincus X LLC, its general partner    
  By:   Warburg Pincus Partners LLC, its sole member    
  By:   Warburg Pincus & Co., its managing member
 		  
  By:   /s/ David Coulter   
    Name:   David Coulter   
    Title:   Managing Director   
 
  WARBURG PINCUS X PARTNERS, L.P.
 		  
  By:   Warburg Pincus X L.P., its general partner    
  By:   Warburg Pincus X LLC, its general partner    
  By:   Warburg Pincus Partners LLC, its sole member    
  By:   Warburg Pincus & Co., its managing member
 		  
  By:   /s/ David Coulter    
    Name:   David Coulter   
    Title:   Managing Director   
 
         
Acknowledged and agreed as of the date
first above written.

WEBSTER FINANCIAL CORPORATION
 		    
By:   /s/ Gerald P. Plush      
  Name:   Gerald P. Plush     
  Title:   Senior Executive Vice President
and Chief Financial Officer 		    
 

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