Announcement • Aug 20

+ 1 more update

Santander Holdings USA, Inc. completed the acquisition of Webster Financial Corporation (NYSE:WBS) from FMR LLC, BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc. and others.

Santander Holdings USA, Inc. signed a definitive agreement to acquire Webster Financial Corporation (NYSE:WBS) from FMR LLC, BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc. and others for $12.2 billion on February 3, 2026. A cash consideration of $7.86 billion valued at $48.75 per share will be paid by Banco Santander, S.A. and 2.0548 Santander shares in the form of American Depositary Shares representing $26.25 per Webster share. The combination is also expected to deliver significant combined cost synergies of approximately $800 million. The consideration mix represents 65% cash and 35% newly issued Santander shares in the form of American Depositary Shares. The transaction is self-funded through excess capital and future capital generation, enhancing Santander’s capital flexibility and long-term value creation capacity. In case of termination Webster Financial Corporation will pay $489 million. Christiana Riley will remain Santander’s country head in the U.S. and Santander Holdings USA (‘SHUSA’) Chief Executive Officer (‘CEO’). Webster’s current CEO, John Ciulla, will be the CEO of Santander Bank NA (‘SBNA’) into which Webster’s businesses will be integrated. Luis Massiani, Webster’s President and Chief Operating Officer (‘COO’), will be COO of both SHUSA and SBNA with responsibility for leading the integration while reporting to both John Ciulla and Christiana Riley. Ciulla and Massiani will both continue to be based in Webster’s existing headquarters in Stamford, Connecticut and will joined by two current Webster directors on the boards of Santander Holdings USA, Inc. and Santander Bank, N.A., which will be a core corporate office for Santander, alongside its corporate offices in Boston, New York, Miami and Dallas. Tim Ryan will continue to chair the board of directors of SHUSA. Until the transaction closes, Santander and Webster will continue to operate as separate companies, and there will be no changes to Santander or Webster customer accounts, branch access or day-to-day service. The transaction is expected to deliver earnings per share accretion of approximately 7-8% for Santander shareholders by 2028 and the combination is also expected to deliver significant combined cost synergies of approximately $800 million. Under the terms of the definitive agreement, which has been unanimously approved by the board of directors of Webster and the relevant bodies of Santander, Webster will become a wholly-owned subsidiary of Santander. The transaction is subject to approval of offer by acquirer shareholders, approval by regulatory board and approval of offer by target shareholders. The transaction is unanimously approved by the boards. The expected completion of the transaction is in the second half of 2026. As of March 30, 2026, Banco Santander submitted a Bank Merger Act application to Office of the Comptroller of the Currency. As of May 26, 2026, the shareholders of Webster Financial approved the transaction. As of June 12, 2026, the transaction was approved by the Office of the Comptroller of the Currency. As of July 21, 2026, the transaction was approved by the European Central Bank. As of August 4, 2026, the parties have received the required approval from the Board of Governors of the Federal Reserve System for the transaction. The transaction is expected to close on August 20, 2026. Centerview Partners LLC acted as financial advisor for Santander Holdings USA, Inc. Goldman Sachs & Co. LLC acted as financial advisor for Santander Holdings USA, Inc. Bank of America Europe DAC acted as financial advisor for Santander Holdings USA, Inc. Thee team of Davis Polk & Wardwell LLP led by Michael J. Willisch, Luigi L. De Ghenghi, Marc O. Williams, Lee Hochbaum, Suiwen Liang, Kyoko Takahashi Lin, Charlotte R. Fabiani acted as legal advisor for Santander Holdings USA, Inc. The team of Uría Menéndez Abogados, S.L.P. led by Francisco San Miguel, Felipe Carbonell and Carolina Albuerne acted as legal advisor for Santander Holdings USA, Inc.J.P. Morgan Securities LLC acted as financial advisor, fairness opinion provider for Webster Financial Corporation, will receive a fee of $7.5 million for opinion rendered and $67.5 million towards advisory services. The team of Wachtell, Lipton, Rosen & Katz LLP led by Edward D. Herlihy, Matthew M. Guest, Richard K. Kim, Ledina Gocaj, Jeannemarie O'Brien, Joshua M. Holmes and Christina C. Ma acted as legal advisor for Webster Financial Corporation. Piper Sandler & Co. acted as financial advisor for Webster Financial Corporation. Sodali & Co acted as proxy solicitor to Webster Financial Corporation and will receive a fee of $0.02 million. Banco Santander, S.A. acted as financial advisor to Santander. Alonso, Fernando C, Haas, Steven M, Jim Kennedy, Haas, Steven M, Goss, Carleton and Goolsby, Allen C of Hunton Andrews Kurth LLP acted as legal advisor to Santander Holdings USA, Inc. Santander Holdings USA, Inc. completed the acquisition of Webster Financial Corporation (NYSE:WBS) from FMR LLC, BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc. and others on August 20, 2026.

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