Warburg Pincus Prices Offering of Shares of Webster and Webster
Authorizes $100 Million Share Repurchase Program
WATERBURY, Conn., Dec. 7, 2012 /PRNewswire/ -- Webster Financial
Corporation ("Webster") (NYSE:WBS), the holding company for
Webster Bank, N.A., announced today
the pricing of the previously announced underwritten secondary
offering by Warburg Pincus Private Equity X, L.P. and one of its
affiliates ("Warburg Pincus") of 10,000,000 shares of Webster
common stock at a price to the public of $20.10 per share. Immediately following
completion of the offering, Warburg Pincus will beneficially own
approximately 13.6% of Webster's outstanding common stock.
All of the shares are being sold by Warburg Pincus, and Warburg
Pincus will receive all of the net proceeds from the
offering.
Barclays is acting as sole underwriter for the common stock
offering.
Additionally, Webster announced that its Board of Directors has
authorized a $100 million common
stock repurchase program under which shares may be repurchased from
time to time in open market or privately negotiated transactions,
subject to market conditions and other factors.
In connection with the common stock repurchase program, Webster
will purchase approximately 2,500,000 shares of its common stock in
the offering at a price per share equal to the price per share
being paid by the underwriter to Warburg Pincus in the
offering.
The offering is expected to close on or about December 12, 2012, subject to customary closing
conditions.
A shelf registration statement, including a prospectus, with
respect to the offering was previously filed by Webster with the
SEC and became effective on December
20, 2011. A preliminary prospectus relating to the
offering has been filed with the SEC. The offering is being
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 Barclays Capital Inc. c/o, Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone: (888)
603-5847 or by emailing barclaysprospectus@broadridge.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 an offer to buy any security, nor shall there be
any 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, N.A. With $19.7 billion in assets, Webster provides
business and consumer banking, mortgage, financial planning, trust
and investment services through 167 banking offices, 466 ATMs,
telephone banking, mobile banking and the Internet. Webster Bank owns the asset based lending firm
Webster Business Credit Corporation; the equipment finance firm
Webster Capital Finance Corporation; and provides health savings
account trustee and administrative services through its HSA Bank
division. Member FDIC and 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 non-performing
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;
(11) the ability to increase market share and control
expenses; (12) impairment of our goodwill or other intangible
assets; (13) changes in the competitive environment among
banks, financial holding companies, and other financial service
providers; (14) 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 under the Dodd-Frank Wall Street Reform and
Consumer Protection Act and the Basel III update to the Basel
Accords; (15) 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;
(16) 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; (17) our success at
managing the risks involved in the foregoing items and
(18) the other factors that are described in Webster's annual and quarterly reports under
the heading "Risk Factors." 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.
SOURCE Webster Financial Corporation