Item 2.01 Completion of Acquisition or Disposition of Assets.
Effective January 1, 2022, Bryn Mawr completed the previously announced Merger.
On the Closing Date, Bryn Mawr merged with and into WSFS, with WSFS continuing
as the surviving corporation. Upon the closing of the Merger, the separate
existence of Bryn Mawr ceased.
Immediately prior to the Merger, The Bryn Mawr Trust Company, a Pennsylvania
chartered bank and wholly owned subsidiary of Bryn Mawr ("Bryn Mawr Bank"),
converted into a federal savings bank, and simultaneously with the Merger, the
Bryn Mawr Bank merged with and into Wilmington Savings Fund Society, FSB, a
federal savings bank and wholly owned subsidiary of WSFS ("WSFS Bank"), with
WSFS Bank continuing as the surviving bank (the "Bank Merger"). Upon the closing
of the Bank Merger, the separate existence of Bryn Mawr Bank ceased.
Pursuant to the Merger Agreement, at the effective time of the Merger (the
"Effective Time"), each share of common stock, par value $1.00 per share, of
Bryn Mawr ("Bryn Mawr Common Stock") issued and outstanding immediately prior to
the Effective Time, other than certain shares held by Bryn Mawr or WSFS, was
converted into the right to receive 0.90 of a share (the "Exchange Ratio" and
such shares, the "Merger Consideration") of common stock, par value $0.01 per
share, of WSFS ("WSFS Common Stock"),with cash paid in lieu of fractional
shares.
Pursuant to the Merger Agreement, at the Effective Time, each outstanding Bryn
Mawr equity award granted under Bryn Mawr's equity compensation plans that was
either outstanding or subject to a restricted stock unit immediately prior to
the Effective Time, fully vested, with any performance-based vesting condition
applicable to such Bryn Mawr restricted stock award deemed to have been fully
achieved (or achieved at the target level if more than one level of achievement
has been contemplated), and was cancelled and converted into the right to
receive the Merger Consideration.
The foregoing description of the Merger and the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the closing of the Merger, on December 31, 2021, Bryn Mawr
notified The Nasdaq Stock Market LLC ("Nasdaq") that the transactions
contemplated by the Merger Agreement were expected to close on January 1, 2022.
Bryn Mawr requested that Nasdaq (i) suspend trading of Bryn Mawr Common Stock
following the after-market session on December 31, 2021, (ii) withdraw Bryn Mawr
Common Stock from listing on Nasdaq prior to the opening of trading on January
3, 2022, the first trading day following the notice provided on December 31,
2021 and (iii) file with the Securities and Exchange Commission (the "SEC")
notification of delisting of Bryn Mawr Common Stock on Form 25 and
deregistration under Section 12(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). As a result, Bryn Mawr Common Stock will no longer
be listed on Nasdaq.
Additionally, WSFS, as successor to Bryn Mawr, intends to file with the SEC a
certification on Form 15 under the Exchange Act requesting the deregistration of
Bryn Mawr Common Stock under Section 12(g) of the Exchange Act and the
suspension of Bryn Mawr's reporting obligations under Sections 13 and 15(d) of
the Exchange Act as promptly as practicable.
The information set forth under this 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 Rights of Security Holders.
As of the Effective Time, each holder of a certificate or book-entry share
representing any shares of Bryn Mawr Common Stock ceased to have any rights with
respect thereto, except the right to receive the consideration as described
above under Item 2.01 and subject to the terms and conditions set forth in the
Merger Agreement.
The information set forth under Item 2.01 and Item 3.01 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 1, 2022, Bryn Mawr was merged with and into WSFS pursuant to the
Merger Agreement, with WSFS continuing as the surviving corporation.
The information set forth under 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.
As of the Effective Time, in accordance with the terms of the Merger Agreement,
all of Bryn Mawr's directors ceased serving as directors of Bryn Mawr, and three
former directors of Bryn Mawr were appointed by the board of directors of WSFS
(the "WSFS Board") to serve as directors of WSFS: Francis J. Leto, who was the
President and Chief Executive Officer and a director of Bryn Mawr immediately
prior to the Effective Time, Lynn B. McKee and Diego F. Calderin, who were
directors of Bryn Mawr immediately prior to the Effective Time. As of the
Effective Time, all of Bryn Mawr's executive officers ceased serving as
executive officers of Bryn Mawr.
Bryn Mawr's named executive officers Francis J. Leto, Michael W. Harrington,
Liam M. Brickley, Jennifer D. Fox, and F. Kevin Tylus were each a party to
respective change-of-control severance agreements under which, if, within 24
months after a change-of-control of Bryn Mawr, the executive is involuntarily
terminated without cause (as defined in the agreement) or voluntarily terminates
employment with good reason (as defined in the agreement), he or she would be
entitled to receive a lump sum severance payment equal to two or three times, as
the case may be, the executive's base salary. In addition, each executive would
also be entitled to all accrued but unused vacation time and any unpaid amounts
earned under the executive's annual incentive award. Pursuant to the
change-of-control severance agreements, the executive would also be provided
continued medical, dental and life insurance coverage for up to 36 months
following termination of employment and career counseling services.
In connection with the Merger, Bryn Mawr terminated the change-of-control
severance agreements with Bryn Mawr's named executive officers Messrs. Leto,
Brickley, Harrington, and Tylus and Ms. Fox effective as of and contingent on
the closing of the Merger.
A description of the arrangements regarding Messrs. Leto, Brickley, Harrington,
and Tylus and Ms. Fox is set forth in the section titled "Interests of Bryn
Mawr's Directors and Executive Officers in the Mergers" of the Registration
Statement and such description is incorporated herein by reference.
On December 27, 2021, Jennifer D. Fox entered into a restricted stock unit
surrender agreement (the "Surrender Agreement") with Bryn Mawr surrendering and
forfeiting back to Bryn Mawr all outstanding time and performance-based
restricted stock units granted to Ms. Fox pursuant to separate Bryn Mawr Bank
Corporation Restricted Stock Unit Agreements by and between Ms. Fox and Bryn
Mawr. As consideration for the surrender, waiver and release described in the
Surrender Agreement, Bryn Mawr will pay Ms. Fox $1,379,029.70. Pursuant to the
Surrender Agreement, the surrender and forfeiture back to Bryn Mawr was
effective as of December 31, 2021.
The foregoing summary description of the Surrender Agreement does not purport to
be complete and is entirely qualified by reference to the terms of the Surrender
Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on
Form 8-K and which is incorporated by reference into this Item 5.02.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As of the Effective Time, the Amended and Restated Articles of Incorporation and
the Amended and Restated By-Laws of Bryn Mawr ceased to be in effect by
operation of law and the organizational documents of WSFS became the Amended and
Restated Certificate of Incorporation, as amended, and Amended and Restated
Bylaws of the surviving corporation in accordance with the terms of the Merger
Agreement. A copy of the Amended and Restated Certificate of Incorporation, as
amended, and the Amended and Restated Bylaws of WSFS are filed as Exhibits 3.1
and 3.2 to this Current Report on Form 8-K and are incorporated herein by
reference.
The information set forth in Item 2.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
2.1 Agreement and Plan of Merger, dated March 9, 2021, by and between WSFS
Financial Corporation and Bryn Mawr Bank Corporation (incorporated by
reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Bryn Mawr
Bank Corporation on March 10, 2021)*
3.1 Amended and Restated Certificate of Incorporation, as amended, of WSFS
Financial Corporation (incorporated by reference to Exhibit 3.1 of the Annual
Report on Form 10-K filed by WSFS Financial Corporation for the year ended
December 31, 2019)
3.2 Amended and Restated Bylaws of WSFS Financial Corporation (incorporated by
reference to Exhibit 3.2 of the Current Report on Form 8-K filed by WSFS
Financial Corporation on November 21, 2014)
10.1 Surrender Agreement, dated December 27, 2021, by and between Jennifer D.
Fox and Bryn Mawr Bank Corporation
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A
copy of any omitted schedule will be furnished supplementally to the Commission
upon request; provided, however, that confidential treatment may be requested
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for
any document so furnished.
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