WATERBURY, Conn., June 6 /PRNewswire-FirstCall/ -- Webster Financial
Corporation (NYSE: WBS), the holding company for Webster Bank, N.A., announced
today that it has priced a public offering of 225,000 shares, or $225 million
aggregate liquidation preference, of non-cumulative perpetual convertible
preferred stock.
The proceeds from this offering will be used for general corporate
purposes, including to increase liquidity and to provide for additional
capital.
Dividends will be payable on the preferred stock when, and if declared by
Webster's Board of Directors on a non-cumulative basis quarterly in arrears on
March 15, June 15, September 15 and December 15 of each year, beginning on
September 15, 2008 at a rate of 8.50 percent per year on the liquidation
preference of $1,000 per share.
The holders of the preferred stock will have the right at any time to
convert each share of preferred stock into 36.8046 shares of Webster's common
stock, which represents an initial conversion price of approximately $27.17
per share of common stock or a 22.5 percent conversion premium based on the
closing price of Webster's common stock on the NYSE on June 5, 2008, of $22.18
per share. The conversion rate, and thus the conversion price, will be subject
to adjustment under certain circumstances. In addition, the holders of the
preferred stock will have the right under certain circumstances to convert
each share of preferred stock into Webster's common stock at an increased
conversion rate. On or after June 15, 2013, Webster will have the right under
certain circumstances to cause the preferred stock to be converted into shares
of Webster common stock.
Merrill Lynch & Co. is acting as the sole book-running manager for the
offering, and JPMorgan and Sandler O'Neill + Partners L.P. are acting as co-
managers of the offering.
This news release shall not constitute an offer to sell or a solicitation
of an offer to buy, nor shall there be any sales of these securities in any
state or jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities law of
any such state or jurisdiction.
Webster Financial Corporation has filed a registration statement
(including a prospectus) with the Securities and Exchange Commission for the
offering to which this communication relates. The offering will be made only
by means of a prospectus supplement and accompanying prospectus, copies of
which may be obtained from Merrill Lynch & Co., Attn: Prospectus Department, 4
World Financial Center, New York, New York 20080 (telephone: 212-449-1000).
Webster Financial Corporation is the holding company for Webster Bank,
National Association. With $17.2 billion in assets, Webster provides business
and consumer banking, mortgage, financial planning, trust and investment
services through 181 banking offices, 484 ATMs, telephone banking and the
Internet. Webster Bank owns the asset-based lending firm Webster Business
Credit Corporation, the insurance premium finance company Budget Installment
Corp., Center Capital Corporation, an equipment finance company headquartered
in Farmington, Connecticut and provides health savings account trustee and
administrative services through HSA Bank, a division of Webster Bank. Member
FDIC and equal housing lender. For more information about Webster, including
past press releases and the latest annual report, visit the Webster website at
www.WebsterOnline.com.
Forward-looking Statements
Certain statements contained in this release may include forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements are based upon specific assumptions
that may or may not prove correct. Forward-looking statements are also subject
to known and unknown risks, uncertainties and other factors relating to the
Company's and the Bank's operations and business environment, all of which are
difficult to predict, and many of which are beyond the control of the Company
and the Bank. The factors include, among others: economic and business
conditions in the areas and markets in which the Company and the Bank operate,
particularly those affecting loans secured by real estate; deterioration or
improvement in the ability of the Bank's borrowers to pay their debts to the
Bank; market fluctuations such as those affecting interest and foreign
exchange rates and the value of securities in which the Bank invests;
competition from other financial institutions, whether banks, investment
banks, insurance companies or others; the ability of the Bank to assimilate
acquisitions, enter new markets and lines of business, and open new branches,
successfully; changes in business strategies; changes in tax law and
governmental regulation of financial institutions; demographic changes; and
other risks and uncertainties, including those discussed in the documents the
Company files with the Securities and Exchange Commission ("SEC"). The
foregoing may cause the actual results and performance of the Company and the
Bank to be materially different from the results and performance indicated or
suggested by the forward-looking statements. Further description of the risks
and uncertainties are included in detail in the Company's current, quarterly
and annual reports, as filed with the SEC.
SOURCE
Webster Financial Corporation
CONTACT:
Webster Bank
Media:
Ed Steadham, 203-578-2287
esteadham@websterbank.com
or
Investors:
Terry Mangan, 203-578-2318
tmangan@websterbank.com/