0001140361-13-013929.txt : 20130325 0001140361-13-013929.hdr.sgml : 20130325 20130325182359 ACCESSION NUMBER: 0001140361-13-013929 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130322 FILED AS OF DATE: 20130325 DATE AS OF CHANGE: 20130325 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Landy Joseph P. CENTRAL INDEX KEY: 0001220638 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31486 FILM NUMBER: 13715073 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: LANDY JOSEPH DATE OF NAME CHANGE: 20030225 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAYE CHARLES R CENTRAL INDEX KEY: 0001239318 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31486 FILM NUMBER: 13715074 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS & CO. CENTRAL INDEX KEY: 0000929408 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31486 FILM NUMBER: 13715076 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 FORMER NAME: FORMER CONFORMED NAME: WARBURG PINCUS & CO DATE OF NAME CHANGE: 19940901 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS LLC CENTRAL INDEX KEY: 0001162870 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31486 FILM NUMBER: 13715075 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus Partners LLC CENTRAL INDEX KEY: 0001322709 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31486 FILM NUMBER: 13715077 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus X, L.P. CENTRAL INDEX KEY: 0001414561 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31486 FILM NUMBER: 13715079 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 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: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus X LLC CENTRAL INDEX KEY: 0001414564 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31486 FILM NUMBER: 13715078 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 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: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus Private Equity X, L.P. CENTRAL INDEX KEY: 0001414565 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31486 FILM NUMBER: 13715081 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 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: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus X Partners, L.P. CENTRAL INDEX KEY: 0001451560 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31486 FILM NUMBER: 13715080 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 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: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: WARBURG PINCUS X PARTNERS, L.P. DATE OF NAME CHANGE: 20081208 4 1 doc1.xml FORM 4 X0306 4 2013-03-22 1 0000801337 WEBSTER FINANCIAL CORP WBS 0001414565 Warburg Pincus Private Equity X, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001451560 Warburg Pincus X Partners, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001414561 Warburg Pincus X, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001414564 Warburg Pincus X LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001322709 Warburg Pincus Partners LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0000929408 WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY NY 100173147 1 0 1 0 0001162870 WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001239318 KAYE CHARLES R C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001220638 Landy Joseph P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 Common Stock, par value $0.01 per share ("Common Stock") 2013-03-22 4 X 0 8625000 11.50 A 12804920 I See footnotes Common Stock 2013-03-22 4 S 0 4060070 24.43 D 8744850 I See footnotes A-Warrant, Series 1 ("A1-Warrant") (Right to buy) 11.50 2013-03-22 4 X 0 1843100 D 2009-07-27 2016-07-27 Common Stock 1843100 0 I See footnotes A-Warrant, Series 2 ("A2-Warrant") (Right to buy) 11.50 2013-03-22 4 X 0 6781900 D 2009-10-15 2016-10-15 Common Stock 6781900 0 I See footnotes Prior to the transaction reported herein, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership, along with an affiliated limited partnership (together, "WP X"), was the holder of 4,179,920 shares of Common Stock. On March 22, 2013, Warburg Pincus Private Equity X, L.P. exercised (on a net exercise basis) its (i) A1-Warrant exercisable for 1,843,100 shares of Common Stock and (ii) A2-Warrant exercisable for 6,781,900 shares of Common Stock. Through the exercise of the A-1 Warrant and the A-2 Warrant, WP X acquired, in the aggregate, 4,564,930 shares of Common Stock, and the A-1 Warrant and the A-2 Warrant were surrendered to WBS. The exercise price of the A1-Warrant and A2-Warrant was $11.50 per share of Common Stock. As permitted by the terms of the A-1 Warrant and the A-2 Warrant, Warburg Pincus Private Equity X, L.P. paid the $11.50 per share exercise price by having WBS withhold a number of shares of Common Stock issuable upon exercise (continued in footnote 2) of the A-1 Warrant and the A-2 Warrant equal in value to the aggregate exercise price for the A-1 Warrant and the A-2 Warrant based on the market price of the Common Stock on March 15, 2013 (which was $24.43). WBS also paid WP X $10.02 in cash, in the aggregate, in lieu of fractional shares. After giving effect to these transactions, WP X is the holder of 8,744,850 shares of Common Stock. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Warburg Pincus X L.P., a Delaware limited partnership ("WP X LP"), and the general partner of WP X; Warburg Pincus X LLC, a Delaware limited liability company ("WP X LLC") and the general partner of WP X LP; Warburg Pincus Partners, LLC, a New York limited liability company ("WP Partners") and the sole member of WP X LLC; Warburg Pincus & Co., a New York general partnership ("WP") and the managing member of WP Partners; Warburg Pincus LLC, a New York limited (continued in footnote 3) liability company ("WP LLC") that manages WP X; and Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and Managing Member and Co-President of WP LLC may be deemed to be the beneficial owner of the shares of Common Stock held by WP X. Messrs. Charles R. Kaye and Joseph P. Landy may also be deemed to control WP X, WP X LP, WP X LLC, WP Partners, WP and WP LLC. Each of WP X, WP X LP, WP X LLC, WP Partners, WP, WP LLC and Messrs. Charles R. Kaye and Joseph P. Landy is a "Reporting Person," and collectively, the "Warburg Pincus Reporting Persons". Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Warburg Pincus Reporting Persons, other than WP X, herein states that this filing shall not be deemed an admission that he or it is the beneficial owner of any of the shares of Common Stock covered by this Statement. Each of WP X LP, WP X LLC, WP Partners, WP, WP LLC, and Messrs. Kaye and Landy disclaims beneficial ownership of the Common Stock except to the extent of its or his pecuniary interest in such shares of Common Stock. Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Persons, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person. The A1-Warrant was exercisable for $10.00 per share from 7/27/2009 until 7/27/2011, for $11.50 from 7/28/2011 until 7/27/2013, and for $13.00 thereafter until expiration, subject to adjustments for certain issuances of common stock, stock splits, stock subdivisions, stock reclassifications, stock combinations, other distributions, certain repurchases, business combinations and similar actions. The A2-Warrant was exercisable for $10.00 per share from 10/15/2009 until 10/15/2011, for $11.50 from 10/16/2011 until 10/15/2013, and for $13.00 thereafter until expiration, subject to adjustments for certain issuances of common stock, stock splits, stock subdivisions, stock reclassifications, stock combinations, other distributions, certain repurchases, business combinations and similar actions. Solely for purposes of Section 16 of the Exchange Act, WP X may be deemed a director-by-deputization by virtue of its contractual right to designate a representative to serve on the board of directors of WBS. See Signatures of the Warburg Pincus Reporting Persons attached as Exhibit 99.1 /s/ Scott A. Arenare 2013-03-25 EX-99.1 2 misc1.htm MISCELLANEOUS EXHIBITS Unassociated Document

 
EXHIBIT 99.1
 
SIGNATURES OF REPORTING PERSONS
 
 
 
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Form 4 is true, complete and correct.
 

 
March 25, 2013
 
 
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:     Scott A. Arenare, Attorney-in-fact*


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:     Scott A. Arenare, Attorney-in-fact*
 

 
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:     Scott A. Arenare, Attorney-in-fact*

 
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:    Scott A. Arenare, Attorney-in-fact*
 
WARBURG PINCUS PARTNERS, LLC
 
By:     Warburg Pincus & Co., its managing member
 
By:        /s/ Scott A. Arenare             
Name:   Scott A. Arenare
Title:     Scott A. Arenare, Attorney-in-fact*
 

WARBURG PINCUS & CO.
 
By:       /s/ Scott A. Arenare            
Name:  Scott A. Arenare
Title:    Scott A. Arenare, Attorney-in-fact*


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*
 

*
  
The Power of Attorney given by each of Warburg Pincus & Co., Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities & Exchange Commission on January 15, 2013 as an exhibit to a statement on Schedule 13D/A filed by Warburg Pincus Private Equity X, L.P. with respect to Talon Therapeutics, Inc. and is hereby incorporated by reference.