WATERBURY, Conn., June 23, /PRNewswire-FirstCall/ -- Webster Financial
Corporation (NYSE: WBS) announced today that in connection with its exchange
offer for its 8.50% Series A Non-Cumulative Perpetual Convertible Preferred
Stock and the 7.65% Fixed to Floating Rate Trust Preferred Securities of
Webster Capital Trust IV, guaranteed by Webster, Webster has determined that,
for each $1,000 liquidation amount of Trust Preferred Securities accepted for
exchange, 82.0755 shares of common stock will be issued, and a cash payment
equal to accrued distributions, in respect of the Trust Preferred Securities
from the last payment date to, but not including, the settlement date, will be
paid. The final Trust Preferred Securities Exchange Ratio for each $1,000
liquidation amount of Trust Preferred Securities was determined by dividing
$650 by $7.9195, the average volume-weighted average price (VWAP) of WBS
common stock during the Averaging Period.
As announced on May 28, Webster also is offering to exchange 35.8046
shares of common stock and $350 in cash for each share of its 8.50% Series A
Non-Cumulative Perpetual Convertible Preferred Stock accepted for exchange.
The exchange offer will expire at 11:59 p.m., New York City Time, on
Wednesday, June 24, 2009, unless extended or earlier terminated by Webster.
Securities that are tendered may be withdrawn at any time prior to this date.
To receive the consideration in the exchange offer, holders must validly
tender and not withdraw their securities prior to the expiration date. Webster
will pay the consideration promptly after the expiration date.
J.P. Morgan Securities Inc. and Barclays Capital Inc. are acting as
Webster's financial advisors in connection with the exchange offer. They have
not been retained to, and will not, solicit acceptances of the exchange offer
or make any recommendations to holders with respect thereto.
The complete terms and conditions of the exchange offer are set forth in
the Offer to Exchange and Letter of Transmittal that were sent to holders of
the convertible preferred stock and trust preferred securities. Holders are
urged to read the exchange offer documents carefully. Copies of the Offer to
Exchange and Letter of Transmittal may be obtained from Global Bondholder
Services Corporation, the information agent and exchange agent for the
exchange offer, at toll-free: 866-540-1500 or 212-430-3774. The Offer to
Exchange, Letter of Transmittal and other related documents also were filed
with the Securities and Exchange Commission on Schedule TO and may be obtained
for free at the Securities and Exchange Commission's website,
http://www.sec.gov.
This press release is neither an offer to purchase nor a solicitation to
buy any shares of the convertible preferred stock and trust preferred
securities, nor is it a solicitation for acceptance of the exchange offer.
Webster is making the exchange offer only by, and pursuant to the terms of,
the Offer to Exchange and the related Letter of Transmittal. The exchange
offer is not being made in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, blue sky or other laws
of such jurisdiction. None of Webster or its affiliates, the exchange agent,
the information agent or financial advisors are making any recommendation as
to whether or not holders should tender their shares of convertible preferred
stock and trust preferred securities in connection with the exchange offer.
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.
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
SOURCE Webster Financial Corporation
CONTACT: Media, Ed Steadham, +1-203-578-2287,
esteadham@websterbank.com,
or Investors, Terry Mangan, +1-203-578-2318, tmangan@websterbank.com, both of
Webster Bank