Item 2.01 Completion of Acquisition or Disposition of Assets.
On
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
Immediately following the Merger, on
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
Webster, as successor to Sterling, intends to file with the
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
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:
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
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
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description
2.1 Agreement and Plan of Merger, datedApril 18, 2021 , betweenSterling Bancorp and Webster Financial Corporation (incorporated by reference to Exhibit 2.1 of Sterling's Form 8-K filed with theSEC onApril 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 theSEC onApril 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 ofJanuary 31, 2022 (incorporated by reference to Exhibit 3.2 to Webster Financial Corporation's Form 8-K filed with theSEC onFebruary 1, 2022 ). 3.3 Certificate of Designations of 6.50% Series G Non-Cumulative Perpetual Preferred Stock of Webster Financial Corporation, effective as ofJanuary 31, 2022 (incorporated by reference to Exhibit 3.3 to Webster Financial Corporation's Form 8-K filed with theSEC onFebruary 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 theSEC onMarch 17, 2020 (File No. 001-31486)). 3.5 Amendment to Bylaws of Webster Financial Corporation, effective as ofJanuary 31, 2022 (incorporated by reference to Exhibit 3.5 to Webster Financial Corporation's Form 8-K filed with theSEC onFebruary 1, 2022 ). 99.1 Joint Press Release, datedFebruary 1, 2022 . 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
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