WATERBURY, Conn., Dec. 5, 2017 /PRNewswire/ -- Webster Financial
Corporation ("Webster") (NYSE: WBS), the holding company for
Webster Bank, N.A, announced today
that it has commenced an underwritten public offering of depositary
shares, each representing a 1/1000th interest in a share
of its Series F Non-Cumulative Perpetual Preferred Stock, with a
liquidation preference of $25,000 per
share (equivalent to $25 per
depositary share). Webster expects to grant the underwriters a
30-day option to purchase additional depositary shares solely to
cover over-allotments.
Webster expects to use the net proceeds from the sale of the
depositary shares representing interests in the Series F Preferred
Stock to redeem all of our issued and outstanding Series E
Preferred Stock. Webster expects to use the remaining net proceeds
that are in excess of the amount required for the redemption of the
Series E Preferred Stock for general corporate purposes.
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells
Fargo Securities, LLC, J.P. Morgan Securities LLC and Citigroup
Global Markets Inc. will serve as joint book-running managers for
the offering.
A shelf registration statement, including a prospectus, with
respect to the offering was previously filed by Webster with the
Securities and Exchange Commission (the "SEC") and became effective
on December 17, 2014. A preliminary
prospectus supplement relating to the offering has been filed with
the SEC. The offering will be made only by means of a prospectus
supplement and accompanying base prospectus. Copies of the
prospectus supplement and the accompanying prospectus relating to
these securities may be obtained without charge from Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Attention: Prospectus
Department, 200 North College Street, NC1-004-03-43, Charlotte, NC 28255-0001, telephone toll-free
(800) 294-1322 or by email dg.prospectus_requests@baml.com, Wells
Fargo Securities, LLC, Attention: Equity Syndicate, 375 Park
Avenue, New York, NY 10152,
telephone toll-free (800) 326-5897 or by email
cmclientsupport@wellsfargo.com, J.P. Morgan Securities LLC, 383
Madison Avenue, New York, NY
10179, Attention: Investment Grade Syndicate Desk, telephone
collect (212) 834-4533, Citigroup Global Markets Inc., c/o
Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, telephone
toll-free (800) 831-9146 or by e-mail prospectus@citi.com. A copy
of the prospectus supplement and accompanying base prospectus may
also be obtained without charge by visiting the SEC website at
www.sec.gov.
This press release shall not constitute an offer to sell or the
solicitation of any offer to buy any security, nor shall there be
any offer or sale of these securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
Webster Financial Corporation is the holding company for
Webster Bank, National Association.
With $26.4 billion in assets, Webster
provides business and consumer banking, mortgage, financial
planning, trust, and investment services through 167 banking
centers and 338 ATMs. Webster also provides mobile and Internet
banking. Webster Bank owns the
asset-based lending firm Webster Business Credit Corporation; the
equipment finance firm Webster Capital Finance Corporation; and HSA
Bank, a division of Webster Bank,
which provides health savings account trustee and administrative
services. Webster Bank is a member
of the FDIC and an equal housing lender.
Forward-looking statements
This release contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995
(the "Act"). Forward-looking statements can be identified by words
such as "believes," "anticipates," "expects," "intends,"
"targeted," "continue," "remain," "will," "should," "may," "plans,"
"estimates," and similar references to future periods; however,
such words are not the exclusive means of identifying such
statements. Examples of forward-looking statements include, but are
not limited to: (i) projections of revenues, expenses, income or
loss, earnings or loss per share, and other financial items; (ii)
statements of plans, objectives, and expectations of Webster or its
management or Board of Directors; (iii) statements of future
economic performance; and (iv) statements of assumptions underlying
such statements. Forward-looking statements are based on Webster's
current expectations and assumptions regarding its business, the
economy, and other future conditions. Because forward-looking
statements relate to the future, they are subject to inherent
uncertainties, risks, and changes in circumstances that are
difficult to predict. Webster's actual results may differ
materially from those contemplated by the forward-looking
statements, which are neither statements of historical fact nor
guarantees or assurances of future performance. Factors that could
cause actual results to differ from those discussed in the
forward-looking statements include, but are not limited to: (1)
local, regional, national, and international economic conditions
and the impact they may have on us and our customers and our
assessment of that impact; (2) volatility and disruption in
national and international financial markets; (3) government
intervention in the U.S. financial system; (4) changes in the level
of nonperforming assets and charge-offs; (5) changes in estimates
of future reserve requirements based upon the periodic review
thereof under relevant regulatory and accounting requirements; (6)
adverse conditions in the securities markets that lead to
impairment in the value of securities in our investment portfolio;
(7) inflation, interest rate, securities market, and monetary
fluctuations; (8) the timely development and acceptance of new
products and services and perceived overall value of these products
and services by customers; (9) changes in consumer spending,
borrowings, and savings habits; (10) technological changes and
cyber-security matters; (11) the ability to increase market share
and control expenses; (12) changes in the competitive environment
among banks, financial holding companies, and other financial
services providers; (13) the effect of changes in laws and
regulations (including laws and regulations concerning taxes,
banking, securities, and insurance) with which we and our
subsidiaries must comply, including the Dodd-Frank Wall Street
Reform and Consumer Protection Act; (14) the effect of changes in
accounting policies and practices, as may be adopted by the
regulatory agencies, as well as the Public Company Accounting
Oversight Board, the Financial Accounting Standards Board, and
other accounting standard setters; (15) the costs and effects of
legal and regulatory developments including the resolution of legal
proceedings or regulatory or other governmental inquiries and the
results of regulatory examinations or reviews; (16) our success at
managing the risks involved in the foregoing items and (17) the
other factors that are described in Webster's Annual Report on Form
10-K and Quarterly Reports on Form 10-Q under the headings "Risk
Factors" and "Management Discussion and Analysis of Financial
Condition and Results of Operation." Any forward-looking statement
made by Webster in this release speaks only as of the date on which
it is made. Factors or events that could cause Webster's actual
results to differ may emerge from time to time, and it is not
possible for Webster to predict all of them. Webster undertakes no
obligation to publicly update any forward-looking statement,
whether as a result of new information, future developments or
otherwise, except as may be required by law.
About Webster
Webster Financial Corporation is the holding company
for Webster Bank, National Association. With $26.4
billion in assets, Webster provides business and consumer
banking, mortgage, financial planning, trust, and investment
services through 167 banking centers and 338 ATMs. Webster also
provides mobile and Internet banking. Webster Bank owns
the asset-based lending firm Webster Business Credit
Corporation; the equipment finance firm Webster Capital
Finance Corporation; and HSA Bank, a division of Webster
Bank, which provides health savings account trustee and
administrative services. Webster Bank is a member of
the FDIC and an equal housing lender. For more
information about Webster, including past press releases and the
latest annual report, visit the Webster website
at www.websterbank.com.
Media
Contact:
|
Investor
Contact:
|
Alice Ferreira,
203-578-2610
|
Terry Mangan,
203-578-2318
|
acferreira@websterbank.com
|
tmangan@websterbank.com
|
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SOURCE Webster Financial Corporation