STERLING BANCORP

STL
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STERLING BANCORP : Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

02/01/2022 | 08:18am

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
. . .



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.
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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




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