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Item 2.01
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Completion of Acquisition or Disposition of Assets
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On November 1, 2019, pursuant to the terms and conditions of the Merger Agreement, United Financial merged with and into People’s United, with People’s United as the surviving corporation (the “Merger”). Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), holders of United Financial common stock, no par value (“United Financial Common Stock”), became entitled to receive 0.875 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 United Financial Common Stock issued and outstanding immediately prior to the Effective Time (other than shares owned by United Financial or People’s United (with limited exceptions)), with cash payable in lieu of any fractional shares.
At the Effective Time, each outstanding option granted by United Financial to purchase shares of United Financial Common Stock under the United Financial stock incentive plans (the “United Financial Options”), whether or not then vested, was cancelled and converted 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 United Financial Common Stock subject to such United Financial 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) (the “Per Share Stock Consideration”) over (2) the exercise price per share of United Financial Common Stock of such United Financial Option, divided by (ii) the average closing sale price of People’s United Common Stock for the five full trading days ending on the trading day immediately preceding the effective date of the Merger (the “People’s United Share Closing Price”), with cash payable in lieu of fractional shares, net of applicable tax withholdings.
At the Effective Time, each performance-based restricted stock unit granted by United Financial to purchase shares of United Financial Common Stock under the United Financial stock incentive plans (“United Financial PSUs”), whether or not then vested, was cancelled and converted 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 United Financial Common Stock subject to such United Financial PSU at the target level of performance applicable to such United Financial PSU, as determined in accordance with the applicable award agreement pursuant to which such United Financial PSU was granted multiplied by (ii) the Exchange Ratio, with cash payable in lieu of fractional shares, net of applicable tax withholdings.
Furthermore, at the Effective Time, each other outstanding equity-based award granted by United Financial under United Financial stock incentive plans that was not a United Financial Stock Option or a United Financial PSU (the “Other United Financial Equity Awards”), whether or not then vested, was cancelled and converted into the right to receive a number of shares of People’s United Common Stock equal to the product of (i) the number of United Financial Common Stock subject to such Other United Financial Equity Award multiplied by (ii) the Exchange Ratio, with cash payable in lieu of fractional shares, net of applicable tax withholdings.
Immediately following the Merger, United Bank, a Connecticut-chartered savings bank and a wholly owned subsidiary of United Financial, 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 filed as Exhibit 2.1 to this report and is incorporated herein by reference.