WATERBURY, Conn., June 25 /PRNewswire-FirstCall/ -- Webster Financial
Corporation (NYSE: WBS) today announced the results of its offer to exchange
shares of its Series A Convertible Preferred Stock for shares of Webster
common stock and cash and to exchange Webster Capital Trust IV Trust Preferred
Securities for shares of Webster common stock.
According to information provided by the information agent and exchange
agent for the exchange offer, Global Bondholder Services Corporation, a total
of 171,257 shares of the convertible preferred stock were validly tendered and
not withdrawn in the exchange offer, representing 76 percent of the 224,900
shares outstanding. Webster offered 35.8046 shares of its common stock and
$350.00 in cash for each share of the convertible preferred stock, subject to
a maximum aggregate liquidation amount of $168.5 million or 168,500 shares.
As a result of the oversubscription, the 171,257 shares of convertible
preferred stock validly tendered and not withdrawn will be accepted on a
pro-rata basis according to the terms of the exchange offer. A total of
168,500 shares of convertible preferred stock will be accepted in the exchange
offer.
A total of $63.9 million liquidation amount of the trust preferred
securities were validly tendered and not withdrawn under the exchange offer,
and the entire amount will be accepted, representing 32 percent of the $200
million liquidation amount of the trust preferred securities currently
outstanding. Webster offered 82.0755 shares of its common stock for each
$1,000 liquidation amount of the trust preferred securities. In addition,
Webster agreed to make a cash payment equal to the accrued distributions due
on the trust preferred securities from the last payment date to, but not
including, the settlement date of the exchange offer.
"The successful completion of the exchange offer increases Webster's tier
1 common equity to risk-weighted asset ratio by 128 basis points, reduces
interest and dividend expenses by $19.2 million a year, and enhances internal
capital generation," said Webster Chairman and CEO James C. Smith. "We are
very pleased with the outcome of this exchange offer."
Webster will issue a total of approximately 11.28 million shares of its
common stock under the exchange offer consisting of 6.03 million shares for
the convertible preferred stock and 5.25 million shares for the trust
preferred securities. Webster will also make a cash payment of approximately
$59.0 million in connection with the convertible preferred stock. Incremental
tier 1 common equity of approximately $173 million generated under the
exchange offer results in a pro-forma ratio of Tier 1 common equity to
risk-weighted assets at March 31, 2009 of 6.54 percent compared to the actual
ratio of 5.26 percent at that date. The effective cost of issuance of common
stock in this transaction is $14.68 per share compared to tangible book value
per share of $13.02 at March 31, 2009.
The exchange offer expired at 11:59 p.m., New York City time, on June 24,
2009. Settlement of the exchange offer is expected to occur on June 25, 2009.
J.P. Morgan Securities Inc. and Barclays Capital Inc. acted as Webster's
financial advisors in connection with the exchange offer.
This press release is neither an offer to exchange nor a solicitation of
an offer to exchange any shares of the convertible preferred stock and trust
preferred securities.
Webster Financial Corporation is the holding company for Webster Bank,
National Association. With $17.3 billion in assets, Webster provides business
and consumer banking, mortgage, financial planning, trust and investment
services through 181 banking offices, 492 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, Conn., 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 investor
relations website at www.wbst.com.
Forward-looking statements
This press release may contain forward looking statements within the
meaning of the Securities Exchange Act of 1934, as amended. Actual results
could differ materially from management expectations, projections and
estimates. Factors that could cause future results to vary from current
management expectations include, but are not limited to, general economic
conditions, legislative and regulatory changes, monetary and fiscal policies
of the federal government, changes in tax policies, rates and regulations of
federal, state and local tax authorities, changes in interest rates, deposit
flows, the cost of funds, demand for loan products, demand for financial
services, competition, changes in the quality or composition of our loan and
investment portfolios, changes in accounting principles, policies or
guidelines, and other economic, competitive, governmental and technological
factors affecting our operations, markets, products, services and prices. Some
of these and other factors are discussed in the annual and quarterly reports
of Webster Financial Corporation previously filed with the Securities and
Exchange Commission. Such developments, or any combination thereof, could have
an adverse impact on the company's financial position and results of
operations. Except as required by law, Webster does not undertake to update
any such forward looking statements.
Media Contact Investor Contact
Bob Guenther 203-578-2391 Terry Mangan 203-578-2318
rguenther@websterbank.com tmangan@websterbank.com
SOURCE Webster Financial Corporation
-0- 06/25/2009
/CONTACT: Media: Bob Guenther, +1-203-578-2391,
rguenther@websterbank.com, or Investors: Terry Mangan, +1-203-578-2318,
tmangan@websterbank.com, both of Webster Financial Corporation/
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/Web Site: http://www.wbst.com /
(WBS)
CO: Webster Financial Corporation
ST: Connecticut
IN: FIN
SU: OFR
PR
-- NY38115 --
8115 06/25/200908:56 EDThttp://www.prnewswire.com