8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 1, 2022 (January 31, 2022)

Sterling Bancorp

(Webster Financial Corporation, as successor by merger to Sterling Bancorp)

(Exact name of registrant as specified in its charter)

Delaware	001-35385	80-0091851
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
Two Blue Hill Plaza, Second Floor, Pearl River, New York		10965
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (845) 369-8040

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	STL	New York Stock Exchange
Depositary Shares, each representing 1/40th interest in a share of 6.50% Non-cumulative Perpetual Preferred Stock, Series A	STLPRA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec. 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec. 240.12b-2 of this chapter).  Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Item 2.01          Completion of Acquisition or Disposition of Assets.

On January 31, 2022, Sterling Bancorp (“Sterling”) completed its previously announced merger (the “Merger”) with Webster Financial Corporation (“Webster”) pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 18, 2021, between Sterling and Webster.  At the effective time of the Merger (the “Effective Time”), Sterling merged with and into Webster, with Webster as the surviving corporation in the Merger.  Pursuant to the terms of the Merger Agreement, each share of common stock, par value $0.01 per share, of Sterling (“Sterling Common Stock”) issued and outstanding immediately prior to the Effective Time was converted into the right to receive 0.4630 of a share of common stock of Webster (the “Exchange Ratio” and such shares, the “Merger Consideration”), par value $0.01 per share (“Webster Common Stock”), with cash (without interest) paid in lieu of fractional shares.

Pursuant to the Merger Agreement, at the Effective Time, each outstanding Sterling equity award granted under Sterling’s equity compensation plans, other than unvested Sterling restricted stock awards held by non-employee directors, was converted into a corresponding award with respect to Webster Common Stock, with the number of shares underlying such award (and, in the case of stock options, the applicable exercise price) adjusted based on the Exchange Ratio.  Each such converted Webster equity award continues to be subject to the same terms and conditions as applied to the corresponding Sterling equity award immediately prior to the Effective Time, except that, in the case of Sterling performance awards, the number of shares underlying the converted Webster equity award was determined with any performance goals deemed satisfied at the higher of the target level of performance and actual performance through the latest practicable date prior to the Effective Time.  At the Effective Time, each outstanding unvested restricted stock award held by a non-employee director of Sterling vested and was converted into the right to receive the Merger Consideration in respect of each share of Sterling Common Stock subject to such Sterling restricted stock award immediately prior to the Effective Time.

At the Effective Time, each share of Sterling’s 6.50% Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, with a liquidation preference of $1,000 per share (“Sterling Preferred Stock”), issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive one (1) share of Webster preferred stock designated as 6.50% Series G Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share, with a liquidation preference of $1,000 per share (“Webster Series G Preferred Stock”).  In addition, at the Effective Time, each outstanding Sterling depositary share representing a 1/40th interest in a share of Sterling Preferred Stock (each, a “Sterling Depositary Share”) was converted into a Webster depositary share representing a 1/40th interest in a share of Webster Series G Preferred Stock.

Immediately following the Merger, on February 1, 2022, Sterling National Bank, a national bank and a wholly-owned subsidiary of Sterling, merged with and into Webster Bank, National Association, a national bank and a wholly-owned subsidiary of Webster (the “Bank Merger”), with Webster Bank, National Association as the surviving entity in the Bank Merger.

The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, attached as Exhibit 2.1 to Sterling’s Current Report on Form 8-K, filed on April 22, 2021, and incorporated herein by reference.

Item 3.01 Notice of Delisting of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the closing of the Merger, Sterling notified the New York Stock Exchange (“NYSE”) that a certificate of merger had been filed with the Secretary of State of the State of Delaware and requested that NYSE (i) suspend trading of Sterling Common Stock and Sterling Depositary Shares prior to the opening of trading on February 1, 2022, (ii) withdraw Sterling Common Stock and Sterling Depositary Shares from listing on NYSE prior to the opening of trading on February 1, 2022 and (iii) file with the Securities and Exchange Commission (the “SEC”) notifications on Form 25 of delisting of Sterling Common Stock and Sterling Depositary Shares and of deregistration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  As a result, Sterling Common Stock and Sterling Depositary Shares will no longer be listed on NYSE.

Webster, as successor to Sterling, intends to file with the SEC a certification on Form 15 requesting the termination of registration of Sterling Common Stock and Sterling Depositary Shares under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Sections 13 and 15(d) of the Exchange Act.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.03 Material Modification to the Rights of Security Holders.

At the Effective Time, each holder of a certificate or book-entry share representing any shares of Sterling Common Stock or Sterling Preferred Stock ceased to have any rights with respect thereto, except the right to receive the consideration as described above and subject to the terms and conditions set forth in the Merger Agreement.

The information set forth in Item 2.01, Item 3.01, Item 5.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant.

On January 31, 2022, Sterling was merged with and into Webster pursuant to the Merger Agreement, with Webster as the surviving corporation in the Merger.

The information set forth in Item 2.01, Item 3.01, Item 3.03 and Item 5.02 of this Current Report on Form 8-K 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 accordance with the terms of the Merger Agreement, each of Sterling’s twelve (12) directors resigned from the board of directors of Sterling, and Webster expanded the size of its board of directors to fifteen (15) directors.  Seven (7) former directors of Sterling were appointed by the board of directors of Webster to serve as directors of Webster, in each case effective as of the Effective Time:  Jack L. Kopnisky, Mona Aboelnaga Kanaan, John P. Cahill, James J. Landy, Maureen B. Mitchell, Richard L. O’Toole and William E. Whiston.

Also at the Effective Time, in accordance with the terms of the Merger Agreement, all of Sterling’s executive officers ceased serving as executive officers of Sterling.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As a result of the Merger, at the Effective Time, Sterling ceased to exist and the Certificate of Incorporation and the Bylaws of Sterling ceased to be in effect by operation of law.  The Fourth Amended and Restated Certificate of Incorporation of Webster and the Bylaws of Webster were amended on January 31, 2022, and the Fourth Amended and Restated Certificate of Incorporation of Webster and the Bylaws of Webster, as in effect immediately prior to the Effective Time, remained the Fourth Amended and Restated Certificate of Incorporation, as amended, and Bylaws of Webster, as amended, in each case consistent with the terms of the Merger Agreement.

Copies of Webster’s Fourth Amended and Restated Certificate of Incorporation, Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation, Certificate of Designations of 6.50% Series G Non-Cumulative Perpetual Preferred Stock, Bylaws and Amendment to the Bylaws are included as Exhibit 3.1, Exhibit 3.2, Exhibit 3.3, Exhibit 3.4 and Exhibit 3.5 hereto, respectively, each of which is incorporated by reference herein. The information set forth in Item 2.01 of this Current Report on Form 8-K is also incorporated by reference into this Item 5.03.

Item 8.01 Other Events.

On February 1, 2022, Sterling and Webster jointly issued a press release announcing the completion of the Merger and the Bank Merger.  A copy of the press release is incorporated herein by reference as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d)          Exhibits

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated April 18, 2021, between Sterling Bancorp and Webster Financial Corporation (incorporated by reference to Exhibit 2.1 of Sterling’s Form 8-K filed with the SEC on April 22, 2021).
3.1	Fourth Amended and Restated Certificate of Incorporation of Webster Financial Corporation (incorporated by reference to Exhibit 3.1 to Webster Financial Corporation’s Form 8-K, filed with the SEC on April 29, 2016 (File No. 001-31486)).
3.2	Certificate of Amendment of Fourth Amended and Restated Certificate of Incorporation of Webster Financial Corporation, effective as of January 31, 2022 (incorporated by reference to Exhibit 3.2 to Webster Financial Corporation’s Form 8-K filed with the SEC on February 1, 2022).
3.3	Certificate of Designations of 6.50% Series G Non-Cumulative Perpetual Preferred Stock of Webster Financial Corporation, effective as of January 31, 2022 (incorporated by reference to Exhibit 3.3 to Webster Financial Corporation’s Form 8-K filed with the SEC on February 1, 2022).
3.4	Bylaws of Webster Financial Corporation (incorporated by reference to Exhibit 3.1 to Webster Financial Corporation’s Form 8-K filed with the SEC on March 17, 2020 (File No. 001-31486)).
3.5	Amendment to Bylaws of Webster Financial Corporation, effective as of January 31, 2022 (incorporated by reference to Exhibit 3.5 to Webster Financial Corporation’s Form 8-K filed with the SEC on February 1, 2022).
99.1	Joint Press Release, dated February 1, 2022.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WEBSTER FINANCIAL CORPORATION (as successor by merger to Sterling Bancorp)
Date:  February 1, 2022	By:	/s/ John R. Ciulla
		John R. Ciulla
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

February 1, 2022

WEBSTER, STERLING COMPLETE MERGER

STAMFORD, CT and PEARL RIVER, NY – Webster Financial Corporation (NYSE: WBS) (“Webster”) and Sterling Bancorp (“Sterling”) jointly announced today the completion of their previously announced merger, creating one of the largest commercial banks in the Northeast. The combined company is a unique financial institution, with a differentiated funding base that includes HSA Bank, as well as consumer and commercial banking businesses. Webster has a broad range of regional and national asset generation capabilities, particularly through its growing commercial banking business with deep industry expertise and an expanded geographic footprint.

“Today marks a transformative moment in Webster’s history that will greatly benefit our colleagues, clients, communities and shareholders,” said John R. Ciulla, President and CEO of Webster. “Our bank will have enhanced scale, significant loan growth potential, best-in-class deposit franchises and a longstanding commitment to community development and corporate citizenship.”

The combined company has approximately $65 billion in assets, $44 billion in loans, and $53 billion in deposits based on balances as of December 31, 2021 and operates 202 financial centers in the Northeast region. The new headquarters of Webster is in Stamford, Connecticut, and Webster will have a continued multi-campus presence in the greater New York City area and Waterbury, Connecticut.

“The completion of the merger with Webster brings the best of our banks together, promising an elevated experience for our clients and colleagues as the financial services industry evolves,” said Executive Chairman Jack L. Kopnisky of the newly combined bank. “We are also excited to bring together a combined board of directors with a diversity of experiences and backgrounds, which exemplifies our dedication to enhancing long-term value for our shareholders.”

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.

Both Webster and Sterling clients will continue to bank as they normally do at their existing banking centers and through Webster’s and Sterling’s websites and mobile applications.

At the effective time of the merger on January 31, 2022, each share of Sterling common stock was converted into the right to receive 0.4630 of a share of Webster common stock, with Sterling shareholders receiving cash in lieu of fractional shares.

In addition, each share of 6.50% Non-Cumulative Perpetual Preferred Stock, Series A, of Sterling (“Sterling series A preferred stock”) was converted into the right to receive a share of 6.50% Series G Non-Cumulative Perpetual Preferred Stock of Webster (“Webster series G preferred stock”) at the effective time of the merger.  Each outstanding Sterling depositary share representing a 1/40th interest in a share of Sterling series A preferred stock was converted into a Webster depositary share (NYSE: WBS-PrG) representing a 1/40th interest in a share of Webster series G preferred stock.

J.P. Morgan Securities, LLC acted as lead financial advisor to Webster and rendered a fairness opinion to the Webster Board.  Piper Sandler & Co. also rendered a fairness opinion to the Webster Board.  Wachtell, Lipton, Rosen & Katz served as legal counsel to Webster.

Citigroup Global Markets Inc. acted as lead financial advisor to Sterling and rendered a fairness opinion to the Sterling Board.  Keefe, Bruyette & Woods, Inc. also rendered a fairness opinion to the Sterling Board.  Squire Patton Boggs (US) LLP served as legal counsel to Sterling.

***

About Webster Financial Corporation

Webster Financial Corporation (“Webster”) is a leading commercial bank in the Northeast that provides a wide range of digital and traditional financial solutions across three differentiated lines of business: Commercial Banking, Consumer Banking and its HSA Bank division, one of the country’s largest providers of employee benefits solutions. Headquartered in Stamford, CT, Webster is a values-driven organization with $65 billion in assets. Its core footprint spans the northeastern U.S. from New York to Massachusetts, with certain businesses operating in extended geographies. Webster Bank is a member of the FDIC and an equal housing lender. For more information about Webster, including past press releases and the latest annual report, visit the Webster website at www.websterbank.com.

Media Contact:
Alice Ferreira, 203-578-2610
acferreira@websterbank.com

Investor Contact:
Emlen Harmon, 212-309-7646
eharmon@websterbank.com

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This communication may contain certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, the plans, objectives, expectations and intentions of Webster, and other statements that are not historical facts.  Such statements are subject to numerous assumptions, risks, and uncertainties.  Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements.  Forward-looking statements may be identified by words such as expect, anticipate, believe, intend, estimate, plan, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations.  The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.

While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements:  changes in general economic, political, or industry conditions; the magnitude and duration of the COVID-19 pandemic and its impact on the global economy and financial market conditions and our business, results of operations, and financial condition; uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve Board; volatility and disruptions in global capital and credit markets; movements in interest rates; reform of LIBOR; competitive pressures on product pricing and services; success, impact, and timing of our business strategies, including market acceptance of any new products or services; the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations, including those related to the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Basel III regulatory capital reforms, as well as those involving the OCC, Federal Reserve, FDIC, and CFPB; the outcome of any legal proceedings that may be instituted against Webster; the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Webster does business; and other factors that may affect the future results of Webster.  Additional factors that could cause results to differ materially from those described above can be found in Webster’s Annual Report on Form 10-K for the year ended December 31, 2020, which is on file with the Securities and Exchange Commission (the “SEC”) and available on Webster’s investor relations website, https://webster.gcs-web.com/, under the heading “Financials” and in other documents Webster files with the SEC.

All forward-looking statements speak only as of the date they are made and are based on information available at that time.  Webster does not assume any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws.  As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

***

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Document and Entity Information	Jan. 31, 2022
Entity Listings [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 31, 2022
Current Fiscal Year End Date	--12-31
Entity Registrant Name	Sterling Bancorp
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35385
Entity Tax Identification Number	80-0091851
Entity Address, Address Line One	Two Blue Hill Plaza
Entity Address, Address Line Two	Second Floor
Entity Address, City or Town	Pearl River
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10965
City Area Code	845
Local Phone Number	369-8040
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001070154
Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	STL
Security Exchange Name	NYSE
Depositary Shares, each representing 1/40th interest in a share of 6.50% Non-cumulative Perpetual Preferred Stock, Series A [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Depositary Shares, each representing 1/40th interest in a share of 6.50% Non-cumulative Perpetual Preferred Stock, Series A
Trading Symbol	STLPRA
Security Exchange Name	NYSE