Sterling’s $10.3 Billion Merger With Webster

April 19, 2021

Cleary Gottlieb is representing Citigroup Global Markets Inc. as financial advisor to Sterling Bancorp (Sterling), in its merger of equals with Webster Financial Corp. (Webster).

Under the terms of the merger agreement, each share of Sterling common stock will be converted into the right to receive 0.463 of a share of Webster common stock. Following the closing of the transaction, Webster shareholders will own approximately 50.4% of the combined company and Sterling shareholders will own approximately 49.6%, on a fully diluted basis. The transaction was announced on April 19, 2021, and is expected to close in the fourth quarter of 2021 subject to the satisfaction of customary closing conditions.

Sterling is a regional bank holding company whose principal subsidiary, Sterling National Bank, provides a full range of banking and financial services to business owners, their families, and consumers, primarily in the greater New York metropolitan and Hudson Valley regions.

Webster is a regional bank holding company whose principal subsidiary, Webster Bank, is a commercial bank based in Waterbury, Connecticut that primarily serves the Connecticut, Massachusetts, Rhode Island, and Westchester County, New York regions.