People's United Financial, Inc. (Form: 8-K, Received: 04/01/2019 09:06:09)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 1, 2019

People’s United Financial, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-33326	20-8447891
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

850 Main Street, Bridgeport, CT		06604
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (203) 338-7171

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01.

Completion of Acquisition or Disposition of Assets.

On April 1, 2019, pursuant to the terms and conditions of the Agreement and Plan of Merger, dated November 26, 2018 (the “ Merger Agreement ”), by and between People’s United Financial, Inc. (“ People’s United ”) and BSB Bancorp, Inc. (“ BSB Bancorp ”), the merger of People’s United and BSB Bancorp (the “ Merger ”), in which BSB Bancorp merged with and into People’s United, with People’s United as the surviving corporation, became effective.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “ Effective Time ”), holders of BSB Bancorp common stock, par value $0.01 per share (“ BSB Bancorp Common Stock ”), became entitled to receive 2.0 shares (the “ Exchange Ratio ”) of People’s United common stock, par value $0.01 per share (“ People’s United Common Stock ”), for each share of BSB Bancorp Common Stock issued and outstanding immediately prior to the Effective Time (other than shares held in treasury by BSB Bancorp or otherwise owned by BSB Bancorp or People’s United (with limited exceptions)), with cash payable in lieu of any fractional shares.

At the Effective Time, each option granted by BSB Bancorp to purchase shares of BSB Bancorp Common Stock under the BSB Bancorp stock incentive plans that was outstanding and unexercised immediately prior to the Effective Time (the “ BSB Bancorp Options ”), whether vested or unvested, was cancelled and converted automatically into the right to receive a number of shares of People’s United Common Stock equal to the quotient of (i) the product of (A) the number of shares of BSB Bancorp Common Stock subject to such BSB Bancorp Option multiplied by (B) the excess, if any, of (1) the product of (x) the Exchange Ratio and (y) the People’s United Share Closing Price (as defined below) over (2) the exercise price per share of BSB Bancorp Common Stock of such BSB Bancorp Option, divided by (ii) $16.30, which was the average closing-sale price of the People’s United Common Stock for the five full trading days ending on the trading day immediately preceding April 1, 2019 (the “ People’s United Share Closing Price ”), net of applicable tax withholdings, with cash payable in lieu of any fractional shares.

Furthermore, at the Effective Time, each other equity-based award that was outstanding immediately prior to the Effective Time and that was granted by BSB Bancorp under the BSB Bancorp stock incentive plans that was not a BSB Bancorp Option (the “ Other BSB Bancorp Equity Awards ”), whether vested or unvested, was cancelled and converted automatically into the right to receive a number of shares of People’s United Common Stock equal to the product of (i) the number of shares of BSB Bancorp Common Stock subject to such Other BSB Bancorp Equity Award multiplied by (ii) the Exchange Ratio, net of applicable tax withholdings, with cash payable in lieu of any fractional shares.

Immediately following the Merger, Belmont Savings Bank, a Massachusetts-chartered savings bank and a wholly-owned subsidiary of BSB Bancorp, merged with and into People’s United Bank, National Association, a national banking association and a wholly-owned subsidiary of People’s United, with People’s United Bank, National Association as the surviving entity.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this report and is incorporated herein by reference.

Item 7.01.

Regulation FD Disclosure.

On April 1, 2019, People’s United issued a press release announcing the completion of the Merger. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		People’s United Financial, Inc.
		(Registrant)

Date: April 1, 2019	By:	/s/ Kristy Berner
		(Signature)

	Name:	Kristy Berner, Esq.
	Title:	Executive Vice President, General Counsel and Corporate Secretary

Exhibit 99.1

LOGO

FOR IMMEDIATE RELEASE

April 1, 2019

People’s United Financial, Inc. Announces Completion of its Acquisition

of BSB Bancorp, Inc.

BRIDGEPORT, CT – People’s United Financial, Inc. (NASDAQ: PBCT), the holding company for People’s United Bank, N.A. (“People’s United”), announced today the completion of its acquisition of BSB Bancorp, Inc., the holding company of Belmont Savings Bank (“Belmont”). The 100% stock transaction was announced on November 27, 2018.

“We are extremely pleased to welcome the customers and employees of Belmont Savings Bank to People’s United,” said Jack Barnes, Chairman and Chief Executive Officer of People’s United Financial. “People’s United and Belmont have many shared values, including a client-centric approach, a spirit of community giving, and similar workplace cultures. We look forward to enhancing the experience of Belmont customers through our suite of specialized products and services, and access to our personalized technology and expert bankers.”

About People’s United Bank

People’s United Bank , N.A. is a subsidiary of People’s United Financial, Inc. (NASDAQ: PBCT), a diversified financial services company with approximately $48 billion in assets. People’s United Bank, founded in 1842, is a premier, community-based, regional bank in the Northeast offering commercial and retail banking, as well as wealth management services through a network of over 400 retail locations in Connecticut, New York, Massachusetts, Vermont, New Hampshire and Maine.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, People’s United’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible” or “potential,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time, are difficult to predict and are generally beyond the control of either company. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements. Actual results may differ materially from current projections.

In addition to factors previously disclosed in People’s United’s and Belmont’s reports filed with the Securities and Exchange Commission (“SEC”) and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: difficulties and delays in integrating the Belmont business or fully realizing cost savings and other benefits; business disruption following the merger; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of People’s United’s products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; the impact, extent and timing of technological changes and capital management activities; litigation; increased capital requirements, other regulatory requirements or enhanced regulatory supervision; and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.

###

Media Contact:

Steven Bodakowski

Corporate Communications

203.338.4202

Steven.Bodakowski@peoples.com

Investor Contact:

Andrew S. Hersom

Investor Relations

203.338.4581

Andrew.Hersom@peoples.com


Exhibit No.		Description

2.1		Agreement and Plan of Merger by and between People’s United Financial, Inc. and BSB Bancorp, Inc., dated as of November 26, 2018 (incorporated herein by reference to Exhibit 2.1 of the Current Report on Form 8-K, filed by People’s United Financial, Inc. on November 29, 2018)

99.1		Press Release, dated April 1, 2019, announcing completion of the Merger (furnished pursuant to Item 7.01 as part of this Current Report on Form 8-K and is not to be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section)