Delaware
|
001-31486
|
06-1187536
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
☒
|
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))
|
Title of each class
|
Trading Symbol
|
Name of Exchange on which registered
|
Common Stock, $0.01 par value
|
WBS
|
New York Stock Exchange
|
Depositary Shares, each representing 1/1000th interest in a share of 5.25% Series F Non-Cumulative Perpetual Preferred Stock
|
WBS-PrF
|
New York Stock Exchange |
1.
|
The fifth bullet on page 18 of the joint proxy statement/prospectus under the subsection entitled “Interests of Webster’s
Directors and Executive Officers in the Merger” is hereby amended and restated as follows:
|
•
|
Webster is permitted to take action to provide that the performance goals applicable to Webster performance equity awards (not including the
retention or synergy awards described above) will be deemed satisfied at the greater of the target and actual level of performance through the latest practicable date prior to the effective time as reasonably determined by the
compensation committee of the Webster board of directors.
|
2.
|
The following disclosure is added to the end of the first paragraph on page 20 and to the end of the last paragraph that
begins on page 132 of the joint proxy statement/prospectus under the subsection entitled “Board of Directors and Management”:
|
3.
|
The first paragraph on page 90 of the joint proxy statement/prospectus under the subsection entitled “Sterling Public
Trading Multiples Analysis” is hereby amended and restated as follows:
|
•
|
multiple of price to estimated 2022 earnings per share (referred to in this section as “2022E P/E”);
|
•
|
a multiple of price to tangible book value per share (referred to in this section as “P/TBV”);
|
•
|
the estimated 2022 return on average tangible common equity (referred to in this section as “2022E ROATCE”); and
|
•
|
a regression analysis (referred to in this section as “P/TBV regression”) to review the relationship between (i) P/TBV and (ii) 2022E ROATCE,
|
Selected Companies’ Median
|
|
2022E P/E
|
13.6x
|
P/TBV
|
1.69x
|
2022E ROATCE
|
12.0%
|
4.
|
The following disclosure is added after the first bullet in the subsection entitled “Sterling Standalone Dividend Discount
Analysis” on page 90 of the joint proxy statement/prospectus:
|
•
|
a dividend payout ratio of 16.1% for each of 2022 through 2026;
|
5.
|
The disclosure in the third bullet in the subsection entitled “Sterling Standalone Dividend Discount Analysis” on page 90 of
the joint proxy statement/prospectus is hereby amended and restated as follows:
|
•
|
a terminal value based on estimated 2026 net income of $484 million (which was based on the Sterling forecast), multiplied by a next twelve
(12) months price to earnings ratio (referred to in this section as “NTM P/E”) multiple range of 11.0x to 13.0x; and
|
6.
|
The fifth paragraph on page 91 of the joint proxy statement/prospectus under the subsection entitled “Webster Public Trading
Multiples Analysis” is hereby amended and restated as follows:
|
•
|
2022E P/E;
|
•
|
P/TBV;
|
•
|
2022E ROATCE; and
|
•
|
a P/TBV regression to review the relationship between (i) P/TBV and (ii) 2022E ROATCE,
|
Selected Companies’ Median
|
|
2022E P/E
|
13.4x
|
P/TBV
|
1.69x
|
2022E ROATCE
|
12.0%
|
7.
|
The following disclosure is added after the first bullet on page 92 of the joint proxy statement/prospectus under the
subsection entitled “Webster Standalone Dividend Discount Analysis”:
|
•
|
a dividend payout ratio of 38.9% for each of 2022 through 2026;
|
8.
|
The disclosure in the third bullet on page 92 of the joint proxy statement/prospectus under the subsection entitled “Webster
Standalone Dividend Discount Analysis” is hereby amended and restated as follows:
|
•
|
a terminal value based on estimated 2026 net income of $452 million (which was based on the Webster forecast), multiplied by a NTM P/E ratio
multiple range of 13.0x to 15.0x; and
|
9.
|
The disclosure in the last paragraph on page 92 of the joint proxy statement/prospectus under the subsection entitled “Value
Creation Analysis” is hereby amended and restated as follows:
|
10.
|
The disclosure in the last paragraph on page 101 of the joint proxy statement/prospectus under the subsection entitled “Pro
Forma Transaction Analysis” is hereby amended and restated as follows:
|
11.
|
The disclosure in the third paragraph on page 102 of the joint proxy statement/prospectus under the subsection entitled
“Piper Sandler’s Relationship” is hereby amended and restated as follows:
|
12.
|
The disclosure in the third paragraph on page 106 of the joint proxy statement/prospectus under the subsection “Sterling
Financial Analyses” is hereby amended and restated as follows:
|
13.
|
The disclosure in the third paragraph on page 107 of the joint proxy statement/prospectus under the subsection “Webster
Financial Analyses” is hereby amended and restated as follows:
|
14.
|
The disclosure in the last bullet on page 108 of the joint proxy statement/prospectus under the subsection “Certain
Additional Information” is hereby amended and restated as follows:
|
•
|
one-year forward stock price targets for Sterling common stock and Webster common stock as reflected in the below selected publicly available
Wall Street research analysts’ reports as of April 16, 2021, which indicated (i) in the case of Sterling, an overall low to high target stock price range of $22.00 to $33.50 per share on an undiscounted basis and approximately $19.34 to
$29.45 per share on a discounted basis (discounted one year using a discount rate of 13.8%), (ii) in the case of Webster, an overall low to high target stock price range of $53.00 to $70.00 per share on an undiscounted basis and
approximately $47.41 to $62.61 per share on a discounted basis (discounted one year using a discount rate of 11.8%) and (iii) using a selected set of such price targets from research analysts that provided one year forward stock price
targets for both Sterling common stock and Webster common stock, an implied exchange ratio reference range of approximately 0.422x to 0.484x.
|
Sterling: |
Webster: | |||
Broker
|
Target Price
|
Broker
|
Target Price
|
|
Restricted
|
$24.00
|
RBC Capital Markets
|
$61.00
|
|
Hoyde Group
|
$27.00
|
Jefferies
|
$64.00
|
|
RBC Capital Markets
|
$28.00
|
Stephens Inc
|
$56.00
|
|
Jefferies
|
$27.00
|
Morgan Stanley
|
$60.00
|
|
B Riley Securities
|
$26.00
|
Keefe Bruyette & Woods
|
$62.00
|
|
Keefe Bruyette & Woods
|
$30.00
|
Wells Fargo Securities
|
$53.00
|
|
Seaport Global Securities
|
$28.00
|
Restricted
|
$68.00
|
|
DA Davidson
|
$33.50
|
Piper Sandler Companies
|
$58.00
|
|
Janney Montgomery Scott
|
$22.00
|
Wedbush Securities
|
$70.00
|
|
Maxim Group
|
$24.00
|
Compass Point Research
|
$59.00
|
|
American Capital Partners
|
$22.50
|
Raymond James
|
$58.00
|
15.
|
The following disclosure is added after the last table and corresponding footnotes on page 115 of the joint proxy
statement/prospectus under the subsection “Selected Companies Analysis”:
|
16.
|
The following disclosure is added before the last sentence in the second full paragraph on page 116 of the joint proxy
statement/prospectus under the subsection entitled “Sterling Dividend Discount Model Analysis”:
|
17.
|
The following disclosure is added before the last sentence in the last paragraph that begins on page 116 of the joint proxy
statement/prospectus under the subsection entitled “Webster Dividend Discount Model Analysis”:
|
18.
|
The following disclosure is added before the last sentence in the second full paragraph on page 117 of the joint proxy
statement/prospectus under the subsection entitled “Pro Forma Dividend Discount Model Analysis”:
|
19.
|
The third and fourth full paragraphs on page 119 of the joint proxy statement/prospectus under the subsection entitled
“Sterling Prospective Financial Information” are hereby amended and restated as follows:
|
($ in millions, except per share data)
|
2023E
|
2024E
|
2025E
|
2026E
|
Net Income to Common
|
$426
|
$447
|
$470
|
$493
|
Total Assets
|
$34,339
|
$35,369
|
$36,430
|
$37,523
|
($ in millions, except per share data)
|
2023E
|
2024E
|
2025E
|
2026E
|
Net Income to Common
|
$426
|
$447
|
$470
|
$484
|
Total Assets
|
$34,339
|
$35,369
|
$36,430
|
$37,523
|
20.
|
The first and second full paragraphs on page 120 of the joint proxy statement/prospectus under the subsection entitled
“Webster Prospective Financial Information” are hereby amended and restated as follows:
|
($ in millions, except per share data)
|
2023E
|
2024E
|
2025E
|
2026E
|
Net Income to Common
|
$398
|
$418
|
$438
|
$452
|
Total Assets
|
$36,5771
|
$37,674
|
$38,805
|
$39,969
|
($ in millions, except per share data)
|
2023E
|
2024E
|
2025E
|
2026E
|
Net Income to Common
|
$398
|
$418
|
$438
|
$452
|
Total Assets
|
$36,577
|
$37,674
|
$38,805
|
$39,969
|
21.
|
The following disclosure is added on page 120 of the joint proxy statement/prospectus as a new subsection before the
subsection entitled “General”:
|
•
|
Gross loan credit mark: $323 million (1.0x reserves) (consisting of PCD credit mark of $129 million and non-PCD credit mark of $194 million)
|
•
|
CECL reserve (Day 1): $194 million reserve established on non-PCD loans
|
•
|
Rate marks: Net rate mark on assets and liabilities is assumed to be zero
|
•
|
Core deposit intangible: 50bps of non-time deposits
|
•
|
Post-tax restructuring charge: $211 million ($245 million pre-tax)
|
22.
|
The following disclosure is added as the second sentence of the second full paragraph on page 124 of the joint proxy
statement/prospectus under the subsection entitled “Other Actions”:
|
Exhibit No.
|
Description
|
|
104
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
|
WEBSTER FINANCIAL CORPORATION
|
|||
By:
|
/s/ Harriet Munrett Wolfe
|
||
Name:
|
Harriet Munrett Wolfe
|
||
Date: August 9, 2021
|
Title:
|
Executive Vice President, General Counsel and Secretary
|