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WEBSTER FINANCIAL CORP FILES (8-K) Disclosing Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

February 11, 2014

Item 2.03 Creation of a Direct Financial Obligation or an Obligation



under an Off-Balance Sheet Arrangement of a Registrant

On February 11, 2014, Webster Financial Corporation (the "Company") issued and sold $150,000,000 in aggregate principal amount of the Company's 4.375% Senior Notes due 2024 (the "Notes") in a registered public offering (the "Offering") pursuant to the Company's shelf registration statement on Form S-3 (the "Registration Statement"), filed with the Securities and Exchange Commission (the "Commission") on December 20, 2011 (Registration No. 333-178642). The Notes were issued pursuant to a Senior Debt Indenture dated February 11, 2014 (the "Senior Debt Indenture"), between the Company and The Bank of New York Mellon, as trustee (the "Trustee"), as supplemented by a Supplemental Indenture, dated February 11, 2014 (the "Supplemental Indenture"), between the Company and the Trustee. The Notes were sold pursuant to an Underwriting Agreement (the "Underwriting Agreement") with Jefferies LLC, as representative of the underwriters named therein. The Company previously filed a copy of the Underwriting Agreement as Exhibit 1.1 to its Current Report on Form 8-K filed with the Commission on February 7, 2014.

The Underwriting Agreement, the Senior Debt Indenture, the Supplemental Indenture and the form of Notes are attached to this Current Report on Form 8-K as Exhibits 1.1, 4.1, 4.2, and 4.3, respectively, and are incorporated into this Item 8.01 by reference.

The Underwriting Agreement, the Senior Debt Indenture, the Supplemental Indenture and the Notes are more fully described in the prospectus supplement, filed with the Commission on February 5, 2014, to the accompanying prospectus filed with the Commission on December 20, 2011 as part of the Registration Statement. The foregoing descriptions of the Underwriting Agreement, the Senior Debt Indenture, the Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to Exhibits 1.1, 4.1, 4.2 and 4.3, respectively.

This Current Report on Form 8-K is being filed, in part, for the purpose of filing the attached documents as exhibits to the Registration Statement in connection with the issuance of the Notes, and such exhibits are hereby incorporated by reference into the Registration Statement.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits.

Exhibit No. Description 1.1 Underwriting Agreement, dated February 4, 2014, between Webster Financial Corporation and Jefferies LLC, as representative of the several underwriters named in Schedule I thereto (incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K filed on February 7, 2014). 4.1 Senior Debt Indenture, dated February 11, 2014, between Webster Financial Corporation and The Bank of New York Mellon, as trustee. 4.2 Supplemental Indenture, dated February 11, 2014, between Webster Financial Corporation and The Bank of New York Mellon, as trustee. 4.3 Form of 4.375% Senior Note due 2024 (included in Exhibit 4.2). 5.1 Opinion of Wachtell, Lipton, Rosen & Katz 23.1 Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1).



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Source: Edgar Glimpses


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