As filed with the Securities and Exchange Commission on November 2, 2018

Registration No. 333-227573

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

     

Amendment No. 1 To

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

     

WSFS Financial Corporation

(Exact name of registrant as specified in its charter)

     

       
Delaware 6021 22-2866913
(State or other jurisdiction of incorporation or organization) (Primary Standard Industrial
Classification Code Number)

(IRS Employer

Identification Number)

     

 WSFS Bank Center

500 Delaware Avenue

Wilmington, Delaware, 19801

(302) 792-6000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

     

Mark A. Turner

Chairman, President and Chief Executive Officer

WSFS Bank Center

500 Delaware Avenue

Wilmington, Delaware, 19801

(Name, address, including zip code, and telephone number, including area code, of agent for service)

     

With copies to:

     

Frank M. Conner III, Esq.

Michael P. Reed, Esq.

Christopher DeCresce, Esq.
Covington & Burling LLP
One CityCenter
850 Tenth Street N.W.
Washington, D.C. 20001
(202) 662-6000

Gerard P. Cuddy

President and Chief Executive Officer

Beneficial Bancorp, Inc.

Beneficial Bank Place

1818 Market Street

Philadelphia, PA 19103

(215) 864-6000

Gary R. Bronstein, Esq.

Aaron M. Kaslow, Esq.

Stephen F. Donahoe, Esq.

Kilpatrick Townsend & Stockton LLP

607 14th Street N.W., Suite 900

Washington, DC 20005

(202) 508-5800

     

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the merger described in the enclosed document.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

       
Large accelerated filer     x Accelerated filer o
Non-accelerated filer o Smaller reporting company o
    Emerging growth company o
       

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 7(a)(2)(B) of the Securities Act.  o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  o

 

     

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such dates as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. 

 
 
 

The information herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This joint proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 

PRELIMINARY—SUBJECT TO COMPLETION—DATED NOVEMBER 2, 2018

 

 

 (WSFS LOGO) (Beneficial LOGO) 

PROPOSED MERGER—YOUR VOTE IS VERY IMPORTANT

Dear Stockholders of WSFS Financial Corporation and Beneficial Bancorp, Inc.:

On August 7, 2018, WSFS Financial Corporation, which we refer to as WSFS, a Delaware corporation and the parent holding company of Wilmington Savings Fund Society, FSB, a federal savings bank and wholly owned subsidiary of WSFS, which we refer to as WSFS Bank, and Beneficial Bancorp, Inc., which we refer to as Beneficial, a Maryland corporation and the parent holding company of Beneficial Bank, a Pennsylvania-chartered savings bank and wholly owned subsidiary of Beneficial, or Beneficial Bank, entered into an Agreement and Plan of Reorganization, as amended on November 1, 2018, which we refer to as the merger agreement. Under the terms and subject to the conditions of the merger agreement, among other things, (i) Beneficial will merge with and into WSFS, with WSFS continuing as the surviving corporation, which we refer to as the merger, and (ii) simultaneously with the merger, Beneficial Bank will merge with and into WSFS Bank, with WSFS Bank continuing as the surviving bank, which we refer to as the bank merger and, together with the merger, as the mergers.

If the merger is completed, each share of common stock, par value $0.01 per share, of Beneficial, which we refer to as Beneficial common stock, excluding certain specified shares, will be converted into the right to receive (i) 0.3013 shares, or the exchange ratio, of common stock par value $0.01 per share, of WSFS, which we refer to as WSFS common stock, with cash paid in lieu of fractional shares, which we refer to as the stock consideration, and (ii) $2.93 in cash, which we refer to as the cash consideration and, together with the stock consideration, as the merger consideration.

Although the exchange ratio is fixed, the market value of the stock consideration will fluctuate with the price of WSFS common stock. The cash consideration will remain a fixed amount regardless of any change in the market value of the stock consideration. Shares of WSFS common stock are listed on the Nasdaq Global Select Market, or Nasdaq, under the ticker symbol “WSFS” and shares of Beneficial common stock are listed on Nasdaq under the ticker symbol “BNCL.” The following table sets forth the closing sale prices per share of WSFS common stock and Beneficial common stock on August 7, 2018, the last trading day before the public announcement of the signing of the merger agreement, and on November 1, 2018, the latest practicable trading day before the printing date of this joint proxy statement/prospectus. The table also shows the implied value of the merger consideration payable for each share of Beneficial common stock on August 7, 2018 and on November 1, 2018, the latest practicable trading day before the printing date of this joint proxy statement/prospectus, determined by multiplying the closing price of the WSFS common stock on such dates by the exchange ratio of 0.3013 and adding $2.93. We urge you to obtain current market quotations for WSFS common stock and Beneficial common stock.

 

 
 
             
   WSFS
Common
Stock
   Beneficial
Common
Stock
   Implied
Value of
Merger
Consideration
 
August 7, 2018  $55.35   $16.30   $19.61 
November 1, 2018  $ 42.83    $ 15.73    $ 15.83  

 

The Beneficial board of directors may terminate the merger agreement if the average closing price of WSFS common stock is below a threshold specified in the merger agreement and below a threshold relative to the Nasdaq Bank Index, as further described in the accompanying joint proxy statement/prospectus. If the Beneficial board of directors terminates the merger agreement, WSFS may prevent the merger agreement from being terminated by increasing the number of shares of WSFS common stock to be issued to holders of Beneficial common stock in the merger. See the section entitled “The Merger Agreement—Termination of the Merger Agreement.

 

Based on the number of shares of Beneficial common stock that are outstanding (which includes the shares of Beneficial common stock underlying Beneficial restricted stock awards) less the unallocated shares of Beneficial common stock held in the suspense account of the Beneficial Employee Savings and Stock Ownership Plan, or Beneficial KSOP, that will be delivered to Beneficial to repay the outstanding exempt loans in the Beneficial KSOP and subsequently cancelled pursuant to the merger agreement, in each case, as of October 31, 2018, WSFS currently expects to issue approximately 22,028,188 shares of WSFS common stock in connection with the merger. However, an increase or decrease in the number of outstanding shares of Beneficial common stock prior to completion of the mergers could cause the actual number of shares issued in connection with the merger to change.

 

WSFS and Beneficial will each hold a special meeting of their respective stockholders in connection with the proposed mergers. WSFS and Beneficial cannot complete the proposed mergers unless (1) the WSFS stockholders vote to adopt the merger agreement and approve the transactions contemplated thereby, including the merger and the issuance of shares of WSFS common stock in connection with the merger and (2) the Beneficial stockholders vote to approve the merger agreement and the transactions contemplated by thereby, including the merger. Our respective boards of directors are providing this document to solicit your proxy to vote in connection with the merger agreement and related matters. In addition, this document is also being delivered to Beneficial stockholders as WSFS’s prospectus for its offering of WSFS common stock in connection with the merger.

 

The WSFS special meeting will be held on December 12, 2018, at 9:00 a.m., Eastern Time, at Hotel du Pont, 42 West 11th Street, Wilmington, Delaware 19801. The Beneficial special meeting will be held on December 6, 2018, at 8:30 a.m., Eastern Time, at Beneficial Bank Place, 1818 Market Street, Philadelphia, Pennsylvania 19103.

 ii 

 

Your vote is very important. To ensure your representation at the WSFS or Beneficial special meeting, as applicable, please complete, sign, date and return the enclosed proxy card (or, if you are a Beneficial stockholder, submit your proxy by telephone or through the internet). Whether or not you expect to attend the special meeting of WSFS or Beneficial, as applicable, please vote promptly. Submitting a proxy now will not prevent you from being able to vote in person at the applicable special meeting.

Each of the WSFS and Beneficial boards of directors has unanimously approved the merger agreement and the transactions contemplated thereby and recommends to its stockholders to vote “FOR” approval of its respective proposals.

The enclosed joint proxy statement/prospectus provides a detailed description of the mergers, the merger agreement and related matters. We urge you to read the joint proxy statement/prospectus, including any documents incorporated in the joint proxy statement/prospectus by reference, and its annexes, carefully and in their entirety, including “Risk Factors,” beginning on page 49, for a discussion of the risks relating to the mergers. You also can obtain information about WSFS and Beneficial from documents that they have filed with the Securities and Exchange Commission.

 

Sincerely,

 -s- Mark A. Turner  -s- Gerard P. Cuddy
   
Mark A. Turner
President and Chief Executive Officer
WSFS Financial Corporation  
Gerard P. Cuddy
President and Chief Executive Officer
Beneficial Bancorp, Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the merger or passed upon the adequacy or accuracy of this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either WSFS or Beneficial, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of this joint proxy statement/prospectus is [  ], 2018, and it is first being mailed or otherwise delivered to the stockholders of WSFS and Beneficial on or about [  ], 2018.

 iii 

 

 

(WSFS LOGO) WSFS Bank Center
500 Delaware Avenue
Wilmington, DE 19801

 

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 12, 2018

To the Stockholders of WSFS Financial Corporation:

Notice is hereby given that WSFS Financial Corporation, which we refer to as WSFS, will hold a special meeting of stockholders, which we refer to as the WSFS special meeting, on December 12, 2018, at 9:00 a.m., Eastern Time, at Hotel du Pont, 42 West 11th Street, Wilmington, Delaware 19801. The WSFS special meeting will be held for the purposes of allowing WSFS stockholders to consider and vote upon the following matters:

·a proposal to adopt the Agreement and Plan of Reorganization, dated as of August 7, 2018, as amended on November 1, 2018, which we refer to as the merger agreement, by and between WSFS and Beneficial Bancorp, Inc., which we refer to as Beneficial, pursuant to which, among other things, (i) Beneficial will merge with and into WSFS, with WSFS continuing as the surviving corporation, which we refer to as the merger, and (ii) simultaneously with the merger, Beneficial Bank will merge with and into Wilmington Savings Fund Society, FSB, or WSFS Bank, with WSFS Bank continuing as the surviving bank, which we refer to as the bank merger and, together with the merger, as the mergers, and to approve the transactions contemplated by the merger agreement, including the merger and the issuance of shares of common stock, par value of $0.01 per share, of WSFS, or WSFS common stock, as consideration under the merger agreement, which we refer to as the WSFS share issuance, each as more fully described in the attached joint proxy statement/prospectus, which we refer to as the WSFS merger and share issuance proposal;
·a proposal to approve, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of WSFS in connection with the merger, which we refer to as the WSFS advisory proposal on specified compensation; and
·a proposal to approve one or more adjournments of the WSFS special meeting, if necessary or appropriate, to solicit additional proxies in favor of approval of the WSFS merger and share issuance proposal, which we refer to as the WSFS adjournment proposal.

These proposals are described in greater detail in the accompanying joint proxy statement/prospectus. WSFS will transact no other business at the WSFS special meeting, except for the business properly brought before the WSFS special meeting or any adjournment or postponement thereof.

WSFS has fixed the close of business on October 31, 2018 as the record date for the WSFS special meeting. Only WSFS stockholders of record at that time are entitled to notice of, and to vote at, the WSFS special meeting, or any adjournment or postponement thereof. Approval of the WSFS merger and share issuance proposal requires the affirmative vote of holders of a majority of the outstanding shares of WSFS common stock. Approval of the WSFS advisory proposal on specified compensation and the WSFS adjournment proposal each require the affirmative vote of holders of a majority of the shares of WSFS common stock present in person or represented by proxy at the WSFS special meeting and entitled to vote on such proposals. At the close of business on the record date, 31,469,448 shares of WSFS common stock were outstanding and entitled to vote.

Your vote is very important. WSFS and Beneficial cannot complete the mergers unless WSFS’s stockholders adopt the merger agreement.

 

 iv 

 

To ensure your representation at the WSFS special meeting, please complete, sign, date and return the enclosed proxy card. If your shares of WSFS common stock are held in “street name” by a bank, broker or other nominee, please follow the instructions on the voting instruction form provided by the record holder. Whether or not you expect to attend the WSFS special meeting, please vote promptly. Submitting a proxy now will not prevent you from being able to vote in person at the WSFS special meeting.

 

The enclosed joint proxy statement/prospectus provides a detailed description of the mergers, merger agreement and related matters. We urge you to read the joint proxy statement/prospectus, including any documents incorporated in the joint proxy statement/prospectus by reference, and its annexes, carefully and in their entirety.

The WSFS board of directors has unanimously approved the merger agreement and recommends that WSFS stockholders vote “FOR” the WSFS merger and share issuance proposal, “FOR” the WSFS advisory proposal on specified compensation and “FOR” the WSFS adjournment proposal.

  BY ORDER OF THE BOARD OF DIRECTORS
  -s- Mark A. Turner
  Mark A. Turner
  President and Chief Executive Officer

Wilmington, Delaware

[  ], 2018

 

 v 

 

(Beneficial LOGO)

 

Beneficial Bank Place

1818 Market Street

Philadelphia, PA 19103

(215) 864-6000

 

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 6, 2018

To the Stockholders of Beneficial Bancorp, Inc.:

Notice is hereby given that Beneficial Bancorp, Inc., which we refer to as Beneficial, will hold a special meeting of stockholders, which we refer to as the Beneficial special meeting, on December 6, 2018, at 8:30 a.m., Eastern Time, at Beneficial Bank Place, 1818 Market Street, Philadelphia, Pennsylvania 19103. The Beneficial special meeting will be held for the purposes of allowing Beneficial stockholders to consider and vote upon the following matters:

·a proposal to approve the Agreement and Plan of Reorganization, dated as of August 7, 2018, as amended on November 1, 2018, which we refer to as the merger agreement, by and between WSFS Financial Corporation, which we refer to as WSFS, and Beneficial, pursuant to which, among other things, (i) Beneficial will merge with and into WSFS, with WSFS continuing as the surviving corporation, which we refer to as the merger, and (ii) simultaneously with the merger, Beneficial Bank will merge with and into Wilmington Savings Fund Society, FSB, or WSFS Bank, with WSFS Bank continuing as the surviving bank which we refer to as the bank merger and, together with the merger, as the mergers, each as more fully described in the attached joint proxy statement/prospectus, which we refer to as the Beneficial merger proposal;
·a proposal to approve, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of Beneficial in connection with the merger, which we refer to as the Beneficial advisory proposal on specified compensation; and
·a proposal to approve one or more adjournments of the Beneficial special meeting, if necessary or appropriate, to solicit additional proxies in favor of approval of the Beneficial merger proposal, which we refer to as the Beneficial adjournment proposal.

These proposals are described in greater detail in the accompanying joint proxy statement/prospectus. Beneficial will transact no other business at the Beneficial special meeting, except for the business properly brought before the Beneficial special meeting or any adjournment or postponement thereof.

Beneficial has fixed the close of business on October 31, 2018 as the record date for the Beneficial special meeting. Only Beneficial stockholders of record at that time are entitled to notice of, and to vote at, the Beneficial special meeting, or any adjournment or postponement thereof. Approval of the Beneficial merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of Beneficial common stock. Approval of the Beneficial advisory proposal on specified compensation and the Beneficial adjournment proposal each requires the affirmative vote of holders of a majority of the votes cast, in person or by proxy, at the Beneficial special meeting. At the close of business on the record date, 74,800,572 shares of Beneficial common stock were outstanding and entitled to vote.

 vi 

 

Your vote is very important. WSFS and Beneficial cannot complete the mergers unless Beneficial’s stockholders approve the merger agreement.

To ensure your representation at the Beneficial special meeting, please complete, sign, date and return the enclosed proxy card or submit your proxy by telephone or through the internet. If your shares of Beneficial common stock are held in “street name” by a bank, broker or other nominee, please follow the instructions on the voting instruction form provided by the record holder. Whether or not you expect to attend the Beneficial special meeting, please vote promptly. Submitting a proxy now will not prevent you from being able to vote in person at the Beneficial special meeting.

 

The enclosed joint proxy statement/prospectus provides a detailed description of the mergers, the merger agreement and related matters. We urge you to read the joint proxy statement/prospectus, including any documents incorporated in the joint proxy statement/prospectus by reference, and its annexes, carefully and in their entirety.

The Beneficial board of directors has unanimously approved the merger agreement and recommends that Beneficial stockholders vote “FOR” the Beneficial merger proposal, “FOR” the Beneficial advisory proposal on specified compensation and “FOR” the Beneficial adjournment proposal.

  BY ORDER OF THE BOARD OF DIRECTORS
  -s- Mark A. Turner
  Gerard P. Cuddy
  President and Chief Executive Officer

Philadelphia, Pennsylvania

[  ], 2018

 

 vii 

 

ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates by reference important business and financial information about WSFS and Beneficial from documents that have been filed with the United States Securities and Exchange Commission, or the SEC, that are not included in or delivered with this joint proxy statement/prospectus. You will also be able to obtain these documents, free of charge, from WSFS at www.wsfsbank.com or from Beneficial at www.thebeneficial.com. These documents are also available without charge on the SEC’s website at www.sec.gov and upon written or oral request to the applicable company’s principal executive offices. The respective addresses and telephone numbers of such principal executive offices are listed below: 

   

WSFS Financial Corporation

WSFS Bank Center

500 Delaware Avenue

Wilmington, Delaware 19801

Attention: Corporate Secretary

Telephone: (302) 792-6000

Beneficial Bancorp, Inc.

Beneficial Bank Place

1818 Market Street

Philadelphia, Pennsylvania 19103

Attention: Corporate Secretary

Telephone: (215) 864-6000

The information provided on the websites listed above is not a part of the accompanying joint proxy statement/prospectus and therefore is not incorporated by reference into the accompanying joint proxy statement/prospectus.

You will not be charged for any of these documents that you request. To receive timely delivery of these documents in advance of your special meeting, you must make your request no later than December 5, 2018 in order to receive them before the WSFS special meeting and no later than November 29, 2018 in order to receive them before the Beneficial special meeting.

For a more detailed description of the information incorporated by reference into the accompanying joint proxy statement/prospectus and how you may obtain it, see the section entitled “Where You Can Find More Information.”

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom or from whom it is unlawful to make any such offer or solicitation in that jurisdiction. WSFS and Beneficial have not authorized anyone to provide you with information that is different from what is contained in this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [  ], 2018. You should assume that the information contained in this joint proxy statement/prospectus is accurate only as of such date.

 viii 

 

TABLE OF CONTENTS

   
  Page
QUESTIONS AND ANSWERS ABOUT THE PROPOSED MERGERS, THE WSFS SPECIAL MEETING AND THE BENEFICIAL SPECIAL MEETING 1
SUMMARY 13
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF WSFS 27
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF BENEFICIAL 31
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION 35
COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA 45
COMPARATIVE MARKET PRICE AND DIVIDEND INFORMATION 46
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 47
RISK FACTORS 49
Risks Relating to the Mergers 49
Risks Relating to the Combined Company’s Business Following the Mergers 55
THE BENEFICIAL SPECIAL MEETING 57
Date, Time and Place of the Beneficial Special Meeting 57
Purpose of the Beneficial Special Meeting 57
Recommendation of the Beneficial Board of Directors 57
Record Date and Quorum 57
Vote Required; Treatment of Abstentions and Failure to Vote 58
Shares Held by Directors and Executive Officers 58
Voting of Proxies; Incomplete Proxies 58
Shares Held in “Street Name” 59
Shares Held in the Beneficial KSOP 59
Unvested Shares Held in the Beneficial Stock Plans 60
Revocability of Proxies and Changes to a Beneficial Stockholder’s Vote 60
Solicitation of Proxies 60
Attending the Beneficial Special Meeting 61
Delivery of Proxy Materials 61
Assistance 61
THE BENEFICIAL PROPOSALS 62
Proposal 1: Beneficial Merger Proposal 62
Proposal 2: Beneficial Advisory Proposal on Specified Compensation 62
Proposal 3: Beneficial Adjournment Proposal 63
Other Matters to Come Before the Beneficial Special Meeting 63
THE WSFS SPECIAL MEETING 64
Date, Time and Place of the WSFS Special Meeting 64
Purpose of the WSFS Special Meeting 64
Recommendation of the WSFS Board of Directors 64
Record Date and Quorum 64
Vote Required; Treatment of Abstentions and Failure to Vote 65
Shares Held by Directors and Executive Officers 65
Voting of Proxies; Incomplete Proxies 65
Shares Held in “Street Name” 66
Revocability of Proxies and Changes to a WSFS Stockholder’s Vote 66
Solicitation of Proxies 66
Attending the WSFS Special Meeting 67
Delivery of Proxy Materials 67
Assistance 67

 ix 

 

 

THE WSFS PROPOSALS 68
Proposal 1: WSFS Merger and Share Issuance Proposal 68
Proposal 2: WSFS Advisory Proposal on Specified Compensation 68
Proposal 3: WSFS Adjournment Proposal 69
Other Matters to Come Before the WSFS Special Meeting 69
INFORMATION ABOUT THE COMPANIES 70
THE MERGERS 72
Terms of the Mergers 72
Background of the Mergers 72
Beneficial’s Reasons for the Mergers and Recommendations of the Beneficial Board of Directors 78
Opinion of Beneficial’s Financial Advisor 81
WSFS’s Reasons for the Mergers and Recommendations of the WSFS Board of Directors 93
Opinion of WSFS’s Financial Advisor 95
Certain Prospective Financial Information 109
Management and Board of Directors of WSFS After the Mergers 111
Interests of Beneficial’s Directors and Executive Officers in the Mergers 112
Merger-Related Compensation for Beneficial’s Named Executive Officers 118
Interests of WSFS’s Directors and Executive Officers in the Mergers 120
Merger-Related Compensation for WSFS’s Named Executed Officers 121
Regulatory Approvals Required for the Mergers 122
Accounting Treatment 123
Public Trading Markets 123
Appraisal and Dissenters’ Rights 123
Litigation Related to the Mergers 124
THE MERGER AGREEMENT 125
Structure of the Mergers 125
Treatment of Beneficial Equity Awards 125
Treatment of Beneficial Employee Savings and Stock Ownership Plan 126
Surviving Corporation Governing Documents, Directors and Officers 126
Closing and Effective Time 126
Conversion of Shares; Exchange Procedures 127
Representations and Warranties 128
Covenants and Agreements 132
Agreement Not to Solicit Other Offers 137
Stockholder Meetings and Recommendation of WSFS and Beneficial Boards of Directors 139
Conditions to Consummation of the Mergers 140
Termination of the Merger Agreement 141
Effect of Termination 142
Termination Fee 142
Expenses and Fees 143
Amendments and Waivers 143
Voting Agreements 144
Agreements with WSFS 145
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER 145
COMPARISON OF STOCKHOLDERS’ RIGHTS 149
LEGAL MATTERS 163
EXPERTS 163
OTHER MATTERS 163
WSFS ANNUAL MEETING STOCKHOLDER PROPOSALS 163
BENEFICIAL ANNUAL MEETING STOCKHOLDER PROPOSALS 164
WHERE YOU CAN FIND MORE INFORMATION 164

 

 x 

 

Annex Index

   
Annex A: Agreement and Plan of Reorganization, dated as of August 7, 2018, as amended on November 1, 2018, by and between WSFS Financial Corporation and Beneficial Bancorp, Inc.
Annex B: Form of Voting Agreement, by and among WSFS Financial Corporation, Beneficial Bancorp, Inc. and certain stockholders of Beneficial Bancorp, Inc.
Annex C: Form of Voting Agreement, by and among WSFS Financial Corporation, Beneficial Bancorp, Inc. and certain stockholders of WSFS Financial Corporation
Annex D: Opinion of Sandler O’Neill & Partners, L.P.
Annex E: Opinion of Boenning & Scattergood, Inc.

 

 xi 

 

QUESTIONS AND ANSWERS ABOUT THE PROPOSED MERGERS, THE WSFS SPECIAL MEETING AND THE BENEFICIAL SPECIAL MEETING

The following are some questions that you may have regarding the mergers, the WSFS special meeting of stockholders, or the WSFS special meeting, and the Beneficial special meeting of the stockholders, or the Beneficial special meeting, and brief answers to those questions. We urge you to read carefully the remainder of this joint proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the mergers, the WSFS special meeting and the Beneficial special meeting. Additional important information is also contained in the documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information.” Unless otherwise indicated, references in this joint proxy statement/prospectus to WSFS refer to WSFS Financial Corporation and its consolidated subsidiaries and references to Beneficial refer to Beneficial Bancorp, Inc. and its consolidated subsidiaries, and references to “we,” “our” and “us” refer to WSFS and Beneficial together.

Q: What are the mergers?
A: WSFS and Beneficial have entered into an Agreement and Plan of Reorganization, dated as of August 7, 2018, as amended on November 1, 2018, which we refer to as the merger agreement, pursuant to which, among other things, (i) Beneficial will merge with and into WSFS, with WSFS continuing as the surviving corporation, which we refer to as the merger, and (ii) simultaneously with the merger, Beneficial Bank, will merge with and into WSFS Bank, with WSFS Bank continuing as the surviving bank, which we refer to as the bank merger and, together with the merger, as the mergers. A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus. Following the merger, the shares of common stock, par value $0.01 per share, of Beneficial, which we refer to as Beneficial common stock, will be delisted from the Nasdaq Global Select Market, or Nasdaq, and thereafter will be deregistered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act.
Q: Why am I receiving this joint proxy statement/prospectus?
A:

Each of WSFS and Beneficial is sending these materials to its stockholders to help them decide how to vote their shares of common stock, par value $0.01 per share, of WSFS, which we refer to as WSFS common stock, and/or Beneficial common stock, as the case may be, with respect to the matters to be considered at the WSFS special meeting and/or the Beneficial special meeting.

The mergers cannot be completed unless the WSFS stockholders adopt the merger agreement and approve the transactions contemplated thereby, including the issuance of shares of WSFS common stock in connection with the merger, which we refer to as the WSFS share issuance, and the Beneficial stockholders approve the merger agreement and the transactions contemplated thereby, including the merger. Each of WSFS and Beneficial is holding a special meeting of its stockholders to vote on the proposals necessary to complete the mergers as well as other related matters. Information about these special meetings, the mergers and the other business to be considered by stockholders at each of the special meetings is contained in this joint proxy statement/prospectus.

This document constitutes both a joint proxy statement of WSFS and Beneficial and a prospectus of WSFS. It is a joint proxy statement because each of the boards of directors of WSFS and Beneficial is soliciting proxies from its respective stockholders using this document. It is a prospectus because WSFS, in connection with the merger, is offering shares of WSFS common stock in exchange for outstanding shares of Beneficial common stock.

1
 
Q: What will Beneficial stockholders receive in the merger?
A:

At the time the merger is completed, which we refer to as the effective time, each outstanding share of Beneficial common stock, except for certain shares of Beneficial common stock owned by Beneficial or WSFS, will be converted into the right to receive (i) 0.3013 shares, or the exchange ratio, of WSFS common stock, which we refer to as the stock consideration, and (ii) $2.93 in cash, which we refer to as the cash consideration, and, together with the stock consideration, the merger consideration.

   
WSFS will not issue any fractional shares of WSFS common stock in the merger. Instead, a Beneficial stockholder who would otherwise be entitled to receive a fraction of a share of WSFS common stock will receive, in lieu thereof, an amount in cash, rounded up to the nearest cent (without interest), determined by multiplying (i) the fraction of a share (rounded to the nearest thousandth when expressed as a decimal form) of WSFS common stock that such holder would otherwise be entitled to receive by (ii) the average of the daily closing prices of shares of WSFS common stock for the ten consecutive full trading days on which shares are actually traded on Nasdaq, ending at the close of trading on the fifth business day prior to the date on which the mergers become effective (or the immediately preceding day to the fifth business day prior to the date on which the mergers become effective if shares of WSFS common stock are not actually traded on Nasdaq on such day), which we refer to as the average closing price.

It is currently expected that the former stockholders of Beneficial as a group will receive shares in the merger constituting approximately 41% of the outstanding shares of the combined company’s common stock immediately after the consummation of the merger.
Q: Will the value of the merger consideration change between the date of this joint proxy statement/prospectus and the effective time?
A: Yes. Although the exchange ratio is fixed, the market value of the stock consideration will fluctuate between the date of this joint proxy statement/prospectus and the completion of the merger based on the market value of WSFS common stock. Any change in the market price of WSFS common stock after the date of this joint proxy statement/prospectus will change the value of the stock consideration that Beneficial stockholders will receive. The cash consideration will remain a fixed amount regardless of any change in the market value of the stock consideration.
Q: What will happen to Beneficial equity awards in the merger?
A:

Beneficial Stock Options. At the effective time, each option granted by Beneficial to purchase shares of Beneficial common stock under the Beneficial 2008 Equity Incentive Plan and the Beneficial 2016 Omnibus Incentive Plan, which we refer to collectively as the Beneficial stock plans, and such options as Beneficial stock options, whether vested or unvested, outstanding and unexercised immediately prior to the effective time, will be canceled and converted into the right to receive from WSFS a cash payment equal to the difference, if positive, between $19.50 and the exercise price of the Beneficial stock option.

Beneficial Restricted Stock Awards. At the effective time, each award in respect of a share of Beneficial common stock subject to vesting, repurchase or other lapse restriction granted under a Beneficial stock plan that is either outstanding or subject to a restricted stock unit or other equity right (other than a Beneficial stock option) immediately prior to the effective time, which we refer to as a Beneficial restricted stock award, will fully vest, with any performance-based vesting condition applicable to such Beneficial restricted stock award deemed to have been fully achieved (or achieved at the target level if more than one level of achievement has been contemplated), and will be canceled and converted automatically into the right to receive the merger consideration.

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Q: What will happen to the Beneficial Employee Savings and Stock Ownership Plan in the merger?

A:

 

Beneficial currently maintains the Beneficial Employee Savings and Stock Ownership Plan, which we refer to as the Beneficial KSOP. Effective no later than the day immediately preceding the date the merger becomes effective, which we refer to as the KSOP termination date, and contingent upon the closing of the merger, Beneficial Bank will adopt such necessary resolutions and/or amendments to the Beneficial KSOP to direct the Beneficial KSOP trustee to deliver to Beneficial a sufficient number of unallocated shares of Beneficial common stock held in the Beneficial KSOP’s suspense account to repay any outstanding exempt loan in the Beneficial KSOP at the effective time. The assets credited to the employee stock ownership plan portion of the Beneficial KSOP following the repayment of all exempt loans in the Beneficial KSOP will be allocated as earnings to the accounts of eligible Beneficial KSOP participants who are employed as of the KSOP termination date. All Beneficial KSOP participant accounts will be fully vested as of the KSOP termination date, and all remaining shares of Beneficial common stock held in the Beneficial KSOP trust following repayment of the exempt loans will be converted into the right to receive the merger consideration at the effective time.
Q: What will happen to WSFS equity awards in the merger?
A: It is expected that the consummation of the merger will constitute a “change in control” of WSFS under the WSFS 2013 Incentive Plan, which we refer to as the 2013 WSFS Plan. If the consummation of the merger constitutes a “change of control” under the 2013 WSFS Plan, at the effective time, certain awards under the 2013 WSFS Plan will vest if the holder of any such award is terminated by WSFS without cause or he or she resigns for good reason within two years after the effective date, which we refer to as a qualifying termination or resignation. Options to purchase shares of WSFS common stock granted under the 2013 WSFS Plan, which we refer to as WSFS options, will become fully exercisable as of the holder’s qualifying termination or resignation. Further, shares of WSFS common stock subject to vesting, repurchase or other time-based restriction granted under the 2013 WSFS Plan that are either outstanding or subject to a restricted stock unit or other equity right (other than a WSFS stock option) immediately prior to the effective time, which we refer to as WSFS time-based restricted stock awards, will fully vest as of the holder’s qualifying termination or resignation. However, it is not currently contemplated that any holders of WSFS options or WSFS time-based restricted stock awards will be terminated without cause or resign for good reason within two years after the effective time.
   
Q: When do you expect to complete the mergers?
A: We expect to complete the mergers in the first quarter of 2019. However, we cannot assure you of when or if the mergers will be completed. We must first obtain the approval of our respective stockholders, as well as obtain necessary regulatory approvals and satisfy certain other closing conditions. For further information, please see the section entitled “The Merger Agreement—Conditions to Consummation of the Mergers.”
Q: What am I being asked to vote on?
A:

 

Beneficial Special Meeting. Beneficial stockholders are being asked to vote on the following:

 

·     a proposal to approve the merger agreement, a copy of which is attached as Annex A, and the transactions contemplated thereby, including the merger, which we refer to as the Beneficial merger proposal;

·     a proposal to approve, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of Beneficial in connection with the merger, which we refer to as the Beneficial advisory proposal on specified compensation; and

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·     a proposal to approve one or more adjournments of the Beneficial special meeting, if necessary or appropriate, to solicit additional proxies in favor of approval of the Beneficial merger proposal, which we refer to as the Beneficial adjournment proposal.

Stockholder approval of the Beneficial merger proposal is required to complete the merger. Beneficial will transact no other business at the Beneficial special meeting, except for the business properly brought before the Beneficial special meeting or any adjournment or postponement thereof.

WSFS Special Meeting. WSFS stockholders are being asked to vote on the following:

·     a proposal to adopt the merger agreement, a copy of which is attached as Annex A, and approve the transactions contemplated thereby, including the merger and the WSFS share issuance, which we refer to as the WSFS merger and share issuance proposal;

·     a proposal to approve, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of WSFS in connection with the merger, which we refer to as the WSFS advisory proposal on specified compensation; and

·     a proposal to approve one or more adjournments of the WSFS special meeting, if necessary or appropriate, to solicit additional proxies in favor of approval of the WSFS merger and share issuance proposal, which we refer to as the WSFS adjournment proposal.

Stockholder approval of the WSFS merger and share issuance proposal is required to complete the merger. WSFS will transact no other business at the WSFS special meeting, except for the business properly brought before the WSFS special meeting or any adjournment or postponement thereof.

Q: How does the Beneficial board of directors recommend that Beneficial stockholders vote at the Beneficial special meeting?
A: The Beneficial board of directors has unanimously approved the merger agreement and recommends that Beneficial stockholders vote “FOR” the Beneficial merger proposal, “FOR” the Beneficial advisory proposal on specified compensation, and “FOR” the Beneficial adjournment proposal.
   
Q: How does the WSFS board of directors recommend that WSFS stockholders vote at the WSFS special meeting?
A: The WSFS board of directors has unanimously approved the merger agreement and recommends that WSFS stockholders vote “FOR” the WSFS merger and share issuance proposal, “FOR” the WSFS advisory proposal on specified compensation and “FOR” the WSFS adjournment proposal.
Q: When and where are the meetings?
A:

Beneficial Special Meeting. The Beneficial special meeting will be held on December 6, 2018, commencing at 8:30 a.m., Eastern Time, at Beneficial Bank Place, 1818 Market Street, Philadelphia, Pennsylvania 19103. Subject to space availability, all Beneficial stockholders as of the record date for the Beneficial special meeting, or the Beneficial record date, or their duly appointed proxies, may attend the Beneficial special meeting. Since seating is limited, admission to the Beneficial special meeting will be on a first come, first served basis. Registration and seating will begin at 7:30 a.m., Eastern time.

WSFS Special Meeting. The WSFS special meeting will be held on December 12, 2018, commencing at 9:00 a.m., Eastern Time, at Hotel du Pont, 42 West 11th Street, Wilmington, Delaware 19801. Subject

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  to space availability, all WSFS stockholders as of the record date for the WSFS special meeting, or the WSFS record date, or their duly appointed proxies, may attend the WSFS special meeting. Since seating is limited, admission to the WSFS special meeting will be on a first come, first served basis. Registration and seating will begin at 8:00 a.m., Eastern time.
   
Q: What constitutes a quorum?
A:

Beneficial Special Meeting. The presence, in person or by proxy, of a majority of the shares of Beneficial common stock outstanding and entitled to vote as of the Beneficial record date will constitute a quorum for the purposes of the Beneficial special meeting. All shares of Beneficial common stock present in person or represented by proxy, including abstentions, if any, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the Beneficial special meeting.

WSFS Special Meeting. The presence, in person or by proxy, of a majority of the shares of WSFS common stock outstanding and entitled to vote as of the WSFS record date will constitute a quorum for the purposes of the WSFS special meeting. All shares of WSFS common stock present in person or represented by proxy, including abstentions, if any, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the WSFS special meeting.

Q: Who is entitled to vote?
A:

Beneficial Special Meeting. Holders of record of Beneficial common stock at the close of business on October 31, 2018, which is the date that the Beneficial board of directors has fixed as the Beneficial record date, will be entitled to vote at the Beneficial special meeting.

WSFS Special Meeting. Holders of record of WSFS common stock at the close of business on October 31, 2018, which is the date that the WSFS board of directors has fixed as the WSFS record date, will be entitled to vote at the WSFS special meeting.

Q: What if I hold shares in both WSFS and Beneficial?
A: If you are both a WSFS stockholder and a Beneficial stockholder, you will receive two separate packages of proxy materials.  A vote cast as a WSFS stockholder will not count as a vote cast as a Beneficial stockholder, and a vote cast as a Beneficial stockholder will not count as a vote cast as a WSFS stockholder.  Therefore, please separately submit a proxy for each of your WSFS and Beneficial shares.
Q: What is the vote required to approve each proposal at the Beneficial special meeting?
A:

Beneficial Merger Proposal:

 

·    Standard: Approval of the Beneficial merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of Beneficial common stock.

·     Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote by telephone or the internet or in person at the Beneficial special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have the same effect as a vote against the Beneficial merger proposal.

   

Beneficial Advisory Proposal on Specified Compensation and Beneficial Adjournment Proposal:

 

·     Standard: Approval of the Beneficial advisory proposal on specified compensation and the Beneficial adjournment proposal each requires the affirmative vote of holders of a majority of the votes cast, in person or by proxy, at the Beneficial special meeting.

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·     Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote by telephone or the internet or in person at the Beneficial special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on the Beneficial advisory proposal on specified compensation or the Beneficial adjournment proposal.

Q: What is the vote required to approve each proposal at the WSFS special meeting?
A:

WSFS Merger and Share Issuance Proposal:

 

·    Standard: Approval of the WSFS merger and share issuance proposal requires the affirmative vote of holders of a majority of the outstanding shares of WSFS common stock.

·     Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote in person at the WSFS special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have the same effect as a vote against the WSFS merger and share issuance proposal.

WSFS Advisory Proposal on Specified Compensation and WSFS Adjournment Proposal:

·     Standard: Approval of the WSFS advisory proposal on specified compensation and the WSFS adjournment proposal each require the affirmative vote of holders of a majority of the shares of WSFS common stock present in person or represented by proxy at the WSFS special meeting and entitled to vote on such proposals.

·     Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy card, it will have the same effect as a vote against such proposals, and if you fail to either submit a proxy card or vote in person at the WSFS special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on the WSFS advisory proposal on specified compensation or the WSFS adjournment proposal.

Q: Are there any voting agreements with existing stockholders?
A: Yes. In connection with entering into the merger agreement, each of the members of the board of directors of each of Beneficial and WSFS and certain executive officers of each of Beneficial and WSFS, in their capacities as Beneficial and WSFS stockholders, as the case may be, have entered into voting agreements, which we refer to as the voting agreements, and have agreed to vote their shares of Beneficial common stock and WSFS common stock, as applicable, in favor of the Beneficial merger proposal, in the case of Beneficial, and in favor of the WSFS merger and share issuance proposal, in the case of WSFS, and certain related matters and against alternative transactions. The stockholders that are party to the voting agreements beneficially own in the aggregate approximately 3.5% of the outstanding shares of Beneficial common stock and 1.6% of the outstanding shares of WSFS common stock as of the applicable record dates. For further information, please see the section entitled “The Merger Agreement—Voting Agreements.”  
Q: Why is my vote important?
A: If you do not vote, it will be more difficult for Beneficial or WSFS to obtain the necessary quorums to hold the Beneficial special meeting or WSFS special meeting, respectively. Additionally, each proposal must be approved by the voting requirements described above. The Beneficial board of directors unanimously recommends that Beneficial stockholders vote “FOR” the Beneficial merger proposal, “FOR” the Beneficial advisory proposal on specified compensation, and “FOR” the Beneficial
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adjournment proposal, and the WSFS board of directors unanimously recommends that the WSFS stockholders vote “FOR” the WSFS merger and share issuance proposal, “FOR” the WSFS advisory proposal on specified compensation and “FOR” the WSFS adjournment proposal.
   
Q: How many votes do I have?
A:

Beneficial Stockholders. Each holder of shares of Beneficial common stock outstanding on the Beneficial record date will be entitled to one vote for each share held of record. As of the Beneficial record date, there were 74,800,572 shares of Beneficial common stock entitled to vote at the Beneficial special meeting. As of the Beneficial record date, the directors and executive officers of Beneficial and their affiliates beneficially owned and were entitled to vote approximately 2,676,385 shares of Beneficial common stock, representing approximately 3.6% of the shares of Beneficial common stock outstanding on that date.

WSFS Stockholders. Each holder of shares of WSFS common stock outstanding on the WSFS record date will be entitled to one vote for each share held of record. As of the WSFS record date, there were 31,496,448 shares of WSFS common stock entitled to vote at the WSFS special meeting. As of the WSFS record date, the directors and executive officers of WSFS and their affiliates beneficially owned and were entitled to vote approximately 582,873 shares of WSFS common stock, representing approximately 1.9% of the shares of WSFS common stock outstanding on that date.

Q: What do I need to do now?
A:

After carefully reading and considering the information contained in this joint proxy statement/prospectus, including any documents incorporated in this joint proxy statement/prospectus by reference, and its annexes, please complete, sign, date and return the enclosed proxy card and return it in the enclosed envelope (or, if you are a Beneficial stockholder, vote by telephone or on the internet) as soon as possible so that your shares will be represented at the Beneficial special meeting or WSFS special meeting, as applicable.

Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares are held in “street name” by a bank, broker or other nominee.

Q: How do I vote?
A:

If you are a stockholder of record of Beneficial as of the Beneficial record date or a stockholder of record of WSFS as of the WSFS record date, you may submit your proxy before your respective company’s special meeting in one of the following ways:

·     completing, signing, dating and returning the enclosed proxy card and returning it in the postage-paid envelope provided;

·     if you are a Beneficial stockholder, accessing the website specified on your proxy card; or

·     if you are a Beneficial stockholder, calling the toll-free number specified on your proxy card.

You may also cast your vote in person at your respective company’s special meeting.

 

If your shares are held in “street name” by a bank, broker or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. “Street name” stockholders who wish to vote at the meeting will need to obtain a proxy form from their bank, broker or other nominee.

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Q: If my shares of common stock are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote my shares for me?
A:

No. If your shares are held in “street name” by a bank, broker or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your bank, broker or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to Beneficial or WSFS or by voting in person at your respective company’s special meeting unless you provide a “legal proxy,” which you must obtain from your bank, broker or other nominee.

   

Under stock exchange rules, banks, brokers and other nominees who hold shares of Beneficial common stock or WSFS common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are not allowed to exercise voting discretion with respect to the approval of matters determined to be “non-routine,” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Beneficial and WSFS special meetings are such “non-routine” matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.

If you are a Beneficial stockholder and you do not instruct your bank, broker or other nominee on how to vote your shares:

 

·     your bank, broker or other nominee may not vote your shares on the Beneficial merger proposal, which broker non-votes will have the same effect as a vote against such proposal;

·     your bank, broker or other nominee may not vote your shares on the Beneficial advisory proposal on specified compensation, which broker non-votes will have no effect on such proposal; and

·     your bank, broker or other nominee may not vote your shares on the Beneficial adjournment proposal, which broker non-votes will have no effect on such proposal.

If you are a WSFS stockholder and you do not instruct your bank, broker or other nominee on how to vote your shares:

·     your bank, broker or other nominee may not vote your shares on the WSFS merger and share issuance proposal, which broker non-votes will have the same effect as a vote against such proposal;

·     your bank, broker or other nominee may not vote your shares on the WSFS advisory proposal on specified compensation, which broker non-votes will have no effect on such proposal; and

·     your bank, broker or other nominee may not vote your shares on the WSFS adjournment proposal, which broker non-votes will have no effect on such proposal.

Q: How do I vote shares held in the Beneficial KSOP?
A: If you participate in the Beneficial KSOP, you will receive a voting instruction card that reflects all shares you may direct the trustee to vote on your behalf under the Beneficial KSOP. Under the terms of the Beneficial KSOP, all allocated shares of Beneficial common stock held by the Beneficial KSOP trust are voted by the Beneficial KSOP trustee, as directed by plan participants. All shares of Beneficial common
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  stock held in the Beneficial KSOP trust that have not been allocated to participants’ accounts, and all allocated shares for which no timely voting instructions are received, are voted by the Beneficial KSOP trustee in the same proportion as shares for which the trustee has received timely voting instructions, subject to the exercise of its fiduciary duties.
Q: How do I vote unvested shares held in the Beneficial stock plans?
A: If you participate in the Beneficial stock plans, you will also receive a voting instruction card to direct the Beneficial stock plans trustee how to vote the unvested shares of Beneficial common stock awarded to you under the Beneficial stock plans. All shares of Beneficial common stock held in the trust for the Beneficial stock plans for which no timely instructions have been received by the trustee, or for which equity awards have not been granted pursuant to the terms of the Beneficial stock plans, will be voted as directed by Beneficial, which Beneficial will direct the trustee to vote such shares of Beneficial common stock “FOR” the Beneficial merger proposal, “FOR” the Beneficial advisory proposal on specified compensation and “FOR” the Beneficial adjournment proposal.
Q: What if I abstain or do not vote?
A:

For purposes of each of the Beneficial special meeting and the WSFS special meeting, an abstention occurs when a stockholder attends the applicable special meeting, either in person or represented by proxy, but abstains from voting.

   

Beneficial Stockholders: With respect to the Beneficial merger proposal, if you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote by telephone or the internet or in person at the Beneficial special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have the same effect as a vote against the Beneficial merger proposal. With respect to the Beneficial advisory proposal on specified compensation and the Beneficial adjournment proposal, if you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote by telephone or the internet or in person at the Beneficial special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on such proposals.

WSFS Stockholders: With respect to the WSFS merger and share issuance proposal, if you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote in person at the WSFS special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have the same effect as a vote against such proposal. With respect to the WSFS advisory proposal on specified compensation and the WSFS adjournment proposal, if you mark “ABSTAIN” on your proxy card, it will have the same effect as a vote against such proposals, and if you fail to either submit a proxy card or vote in person at the WSFS special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on such proposals.

Q: What will happen if I return my proxy card without indicating how to vote?
A: If you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal, the Beneficial common stock represented by your proxy will be voted as recommended by the Beneficial board of directors with respect to each Beneficial proposal and the WSFS common stock represented by your proxy will be voted as recommended by the WSFS board of directors with respect to each WSFS proposal.
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Q: May I change my vote after I have delivered my proxy card?
A:

Yes. You may change your vote at any time before your proxy is voted at the Beneficial or WSFS special meeting. You may do this in one of four ways:

·     by completing, signing, dating and returning a proxy card with a later date than your original proxy card;

·     by delivering a written revocation letter to Beneficial or WSFS, as applicable;

·     by attending the Beneficial or WSFS special meeting, as applicable, in person, notifying the corporate secretary and voting by ballot; or

·     if you are a Beneficial stockholder, voting by telephone or the internet at a later time (but prior to the internet and telephone voting deadline).

If your shares are held in “street name” by a bank, broker or other nominee, you should follow the instructions of your broker, bank or other nominee regarding the revocation of proxies.

Q: Do I need identification to attend the WSFS special meeting in person?
A: Yes. Please bring proper photo identification, together with proof that you are a record owner of WSFS common stock, as the case may be. If your shares are held in “street name” by a bank, broker or other nominee please bring a letter from the record holder of your shares confirming your ownership and a valid photo identification in order to be admitted to the meeting. A copy or printout of a brokerage statement will not be sufficient without a signed letter from the bank, broker or other nominee through which you beneficially own WSFS common stock, as applicable. WSFS reserves the right to refuse admittance to anyone without proper proof of share ownership and without valid photo identification.
Q: Do I need identification to attend the Beneficial special meeting in person?
A: If you hold your shares of Beneficial common stock in “street name”, you will need proof of ownership to be admitted to the Beneficial special meeting. A brokerage statement or letter from a bank or broker are examples of proof of ownership that will allow you to attend the Beneficial special meeting. However, if you want to vote your shares of Beneficial common stock held in “street name” in person at the Beneficial special meeting, you must obtain a written proxy in your name from the bank, broker or other nominee through which you beneficially own Beneficial common stock.
   
Q: Are Beneficial stockholders entitled to dissenters’ rights?
A: No. Under Maryland law and the articles of incorporation of Beneficial, which we refer to as the Beneficial charter, Beneficial stockholders will not be entitled to exercise any appraisal or dissenters’ rights in connection with the mergers. See the section entitled “The Mergers—Appraisal and Dissenters’ Rights.”  
Q: What are the material U.S. federal income tax consequences of the merger to Beneficial stockholders?
A:

WSFS and Beneficial intend for the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, or the Code. The obligations of WSFS and Beneficial to complete the mergers are subject to the receipt of a legal opinion from Covington & Burling LLP, which we refer to as Covington & Burling, to the effect that the merger will qualify as a reorganization within

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the meaning of Section 368(a) of the Code. Neither WSFS nor Beneficial currently intends to waive this condition to the consummation of the mergers. In the event that WSFS and Beneficial waive the condition to receive such tax opinion and the tax consequences of the merger materially change, then WSFS and Beneficial will recirculate appropriate soliciting materials and seek new approval of the merger from Beneficial and WSFS stockholders. If the merger qualifies as a reorganization within the meaning of Section 368(a) of the Code, for U.S. federal income tax purposes, a U.S. holder of Beneficial common stock generally will (1) not recognize any loss upon surrendering its Beneficial common stock and (2) recognize gain upon surrendering its Beneficial common stock equal to the excess, if any, of (a) the sum of the amount of cash consideration received plus the fair market value (determined as of the effective time) of the WSFS common stock that received over (b) such U.S. holder’s aggregate adjusted tax basis in the shares of Beneficial common stock surrendered, but only to the extent of the amount of cash consideration received. U.S. holders of Beneficial common stock receiving cash in lieu of fractional shares of WSFS common stock will generally recognize gain or loss equal to the difference between the amount of cash received instead of a fractional share and the basis in its fractional share of WSFS common stock.

 

For further information, see the section entitled “Material U.S. Federal Income Tax Consequences Relating to the Merger.”

The U.S. federal income tax consequences described above may not apply to all holders of Beneficial common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your independent tax advisor for a full understanding of the particular tax consequences of the merger to you.

Q: If I am a Beneficial stockholder, should I send in my stock certificates now?
A: No. Beneficial stockholders SHOULD NOT send in any stock certificates now. If the mergers are consummated, transmittal materials with instructions for their completion will be provided to Beneficial stockholders under separate cover and the stock certificates should be sent at that time.
Q: What should I do if I have my shares of Beneficial common stock in book-entry form?
A: If the mergers are consummated, you are not required to take any special additional action to receive the merger consideration if your shares of Beneficial common stock are held in book-entry form. After the completion of the merger, shares of Beneficial common stock held in book entry form will be exchanged automatically for the merger consideration, including shares of WSFS common stock in book-entry form, the cash consideration, and any cash to be paid in exchange for fractional shares in the merger.
Q: Whom may I contact if I cannot locate my Beneficial stock certificate(s)?
A: If you are unable to locate your original Beneficial stock certificate(s), you should contact Computershare, Beneficial’s transfer agent, at (800) 368-5948.
Q: What should I do if I receive more than one set of voting materials?
A: WSFS stockholders and Beneficial stockholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold shares of WSFS and/or Beneficial common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of WSFS common stock or Beneficial common stock and your shares are registered in more than one name, you will receive more than one proxy card. In addition, if you are a holder of both WSFS common stock and Beneficial common stock, you will
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  receive one or more separate proxy cards or voting instruction cards for each company. Please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this joint proxy statement/prospectus to ensure that you vote every share of Beneficial common stock and/or WSFS common stock that you own in both of the companies.
   
Q: What happens if I sell my shares of Beneficial common stock after the Beneficial record date but before the Beneficial special meeting?
A: The Beneficial record date is earlier than the date of the Beneficial special meeting and the date that the mergers are expected to be completed. If you transfer your shares of Beneficial common stock after the Beneficial record date but before the date of the Beneficial special meeting, you will retain your right to vote at such meeting (provided that such shares remain outstanding on the date of such meeting), but you will not have the right to receive any merger consideration for the transferred shares of Beneficial common stock. You will only be entitled to receive the merger consideration in respect of shares of Beneficial common stock that you hold at the effective time.
Q: Are there risks involved in undertaking the merger?
A: Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 49.
Q: What happens if the mergers are not completed?
A: If the mergers are not completed, Beneficial stockholders will not receive the merger consideration. Instead, each of Beneficial and WSFS will remain an independent public company and shares of common stock of each will continue to be listed and traded on Nasdaq.
Q: Whom should I contact if I have questions?
A:

If you are a Beneficial stockholder and have any questions about the proxy materials or if you need assistance submitting your proxy or voting your shares or need additional copies of this document or the enclosed proxy card, you should contact Beneficial Investor Relations at (215) 864-6000 or Beneficial’s proxy solicitor, Laurel Hill Advisory Group, at 1 (888) 742-1305.

If you are a WSFS stockholder and have any questions about the proxy materials or if you need assistance submitting your proxy or voting your shares or need additional copies of this document or the enclosed proxy card, you should contact WSFS Investor Relations at (302) 792-6000 or WSFS’s proxy solicitor, Alliance Advisors, at (844) 618-1691.

Q: Where can I find more information about WSFS and Beneficial?
A: You can find more information about WSFS and Beneficial from the various sources described under the section entitled “Where You Can Find More Information.”
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SUMMARY

The following summary highlights selected information in this joint proxy statement/prospectus and may not contain all the information that may be important to you. You should read carefully this entire joint proxy statement/prospectus, including any document incorporated by reference in this joint proxy statement/prospectus, and its annexes, because this section may not contain all of the information that may be important to you in determining how to vote. For a description of, and instructions as to how to obtain, this information, see the section entitled “Where You Can Find More Information.” Each item in this summary refers to the page of this joint proxy statement/prospectus on which that subject is discussed in more detail.

The Companies (page 70)

WSFS Financial Corporation

WSFS Bank Center 

500 Delaware Avenue

Wilmington, Delaware 19801

Telephone: (302) 792-6000

WSFS is a savings and loan holding company headquartered in Wilmington, Delaware and the parent to WSFS Bank, one of the ten oldest bank and trust companies in the United States continuously operating under the same name. WSFS Bank is also the largest locally-managed bank and trust company headquartered in the Delaware Valley. WSFS common stock is traded on Nasdaq under the symbol “WSFS.”

Beneficial Bancorp, Inc.

Beneficial Bank Place

1818 Market Street

Philadelphia, Pennsylvania 19103

Telephone: (215) 864-6000

Beneficial is a is a community-based, diversified financial services company providing consumer and commercial banking services. Its principal subsidiary, Beneficial Bank, has served individuals and businesses in the Delaware Valley area since 1853. Beneficial Bank is the oldest and largest bank headquartered in Philadelphia, Pennsylvania, with 61 banking offices in the greater Philadelphia and South New Jersey regions. Beneficial common stock is traded on Nasdaq under the symbol “BNCL.”

The Mergers (page 72)

The terms and conditions of the mergers are contained in the merger agreement, which is attached to this joint proxy statement/prospectus as Annex A. We urge you to read the merger agreement carefully and in its entirety, as it is the legal document governing the mergers. All descriptions in this summary and elsewhere in this joint proxy statement/prospectus of the terms and conditions of the mergers are subject to, and qualified in their entirety by reference to, the merger agreement.

Under the terms and subject to the conditions of the merger agreement, among other things, (i) Beneficial will merge with and into WSFS, with WSFS continuing as the surviving corporation in the merger, and (ii) simultaneously with the merger, Beneficial Bank will merge with and into WSFS Bank, with WSFS Bank continuing as the surviving bank.

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At the effective time, each share of Beneficial common stock, excluding certain specified shares, will be converted into the right to receive (i) 0.3013 shares of WSFS common stock and (ii) $2.93 in cash. WSFS will not issue any fractional shares of WSFS common stock in the merger. Instead, a Beneficial stockholder who would otherwise be entitled to receive a fraction of a share of WSFS common stock will receive, in lieu thereof, an amount in cash, rounded up to the nearest cent (without interest), determined by multiplying (i) the fraction of a share (rounded to the nearest thousandth when expressed as a decimal form) of WSFS common stock that such holder would otherwise be entitled to receive by (ii) the average closing price.

Although the exchange ratio is fixed, the market value of the stock consideration will fluctuate with the price of WSFS common stock. The cash consideration will remain a fixed amount regardless of any change in the market value of the stock consideration. Based on the closing sale price of WSFS common stock on August 7, 2018, the last trading day before the public announcement of the signing of the merger agreement, the implied value of the per share merger consideration payable to holders of Beneficial common stock was $19.61. Based upon the closing sale price of WSFS common stock of $42.83 on November 1, 2018, the latest practicable trading day before the printing of this joint proxy statement/prospectus, the implied value of the per share merger consideration was $15.83.

 

Treatment of Beneficial Equity Awards (page 125)

Beneficial Stock Options. At the effective time, each Beneficial stock option, whether vested or unvested, outstanding and unexercised immediately prior to the effective time, will be canceled and converted into the right to receive from WSFS a cash payment equal to the difference, if positive, between $19.50 and the exercise price of the Beneficial stock option.

Beneficial Restricted Stock Awards. At the effective time, each Beneficial restricted stock award will fully vest, with any performance-based vesting condition applicable to such Beneficial restricted stock award deemed to have been fully achieved (or achieved at the target level if more than one level of achievement has been contemplated), and will be canceled and converted automatically into the right to receive the merger consideration.

Treatment of Beneficial Employee Savings and Stock Ownership Plan (page 126)

Effective no later than the KSOP termination date, and contingent upon the closing of the merger, Beneficial Bank will adopt such necessary resolutions and/or amendments to the Beneficial KSOP to direct the Beneficial KSOP trustee to deliver to Beneficial a sufficient number of unallocated shares of Beneficial common stock held in the Beneficial KSOP’s suspense account to repay any outstanding exempt loan in the Beneficial KSOP at the effective time. The assets credited to the employee stock ownership plan portion of the Beneficial KSOP following the repayment of all exempt loans in the Beneficial KSOP will be allocated as earnings to the accounts of eligible Beneficial KSOP participants who are employed as of the Beneficial KSOP termination date. All Beneficial KSOP participant accounts will be fully vested as of the KSOP termination date, and all remaining shares of Beneficial common stock held in the Beneficial KSOP trust following repayment of the exempt loans will be converted into the right to receive the merger consideration at the time the mergers are completed.

 

Beneficial’s Reasons for the Mergers and Recommendations of the Beneficial Board of Directors (page 78)

 

The Beneficial board of directors has unanimously approved the merger agreement and recommends that Beneficial stockholders vote “FOR” the Beneficial merger proposal, “FOR” the Beneficial advisory proposal on specified compensation, and “FOR” the Beneficial adjournment proposal. Please see the section entitled “The Mergers—Beneficial’s Reasons for the Mergers and Recommendations of the Beneficial Board of Directors” for a more detailed discussion of the factors considered by the Beneficial board of directors in reaching its decision to approve the merger agreement and the transactions contemplated thereby.

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Opinion of Beneficial’s Financial Advisor (page 81)

In connection with the merger, Beneficial’s financial advisor, Sandler O’Neill & Partners, L.P., which we refer to as Sandler O’Neill, delivered a written opinion, dated August 7, 2018, to the Beneficial board of directors as to the fairness, from a financial point of view, of the merger consideration to the holders of Beneficial common stock. The full text of Sandler O’Neill’s opinion is attached as Annex D to this joint proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Sandler O’Neill in rendering its opinion.

Sandler O’Neill’s opinion speaks only as of the date of the opinion. The opinion was directed to Beneficial’s board of directors (in its capacity as such) in connection with its consideration of the merger agreement and the merger and does not constitute a recommendation to any Beneficial stockholder as to how any such stockholder should vote at any meeting of stockholders called to consider and vote upon the approval of the merger agreement and the merger. Sandler O’Neill’s opinion was directed only to the fairness, from a financial point of view, of the merger consideration to the holders of Beneficial common stock and did not address the underlying business decision of Beneficial to engage in the mergers, the form or structure of the mergers or any other transactions contemplated in the merger agreement, the relative merits of the mergers as compared to any other alternative transactions or business strategies that might exist for Beneficial or the effect of any other transaction in which Beneficial might engage.

WSFS’s Reasons for the Mergers and Recommendations of the WSFS Board of Directors (page 93)

The WSFS board of directors has unanimously approved the merger agreement and recommends that WSFS stockholders vote “FOR” the WSFS merger and share issuance proposal, “FOR” the WSFS advisory proposal on specified compensation and “FOR” the WSFS adjournment proposal. Please see the section entitled “The Mergers—WSFS’s Reasons for the Mergers and Recommendations of the WSFS Board of Directors” for a more detailed discussion of the factors considered by the WSFS board of directors in reaching its decision to approve the merger agreement and the transactions contemplated thereby.

 

Opinion of WSFS’s Financial Advisor (page 95)

In connection with the merger, WSFS’s financial advisor, Boenning & Scattergood, Inc., which we refer to as Boenning & Scattergood, delivered a written opinion, dated August 7, 2018, to the WSFS board of directors as to the fairness, from a financial point of view, to WSFS of the merger consideration to be paid pursuant to the merger agreement. The full text of Boenning & Scattergood’s opinion is attached as Annex E to this joint proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Boenning & Scattergood in rendering its opinion.

Boenning & Scattergood’s opinion speaks only as of the date of the opinion. The opinion was directed to the WSFS board of directors (in its capacity as such) in connection with its consideration of the merger agreement and the merger and does not constitute a recommendation to any WSFS stockholder as to how any such stockholder should vote at any meeting of stockholders called to consider and vote upon the approval of the merger agreement and the mergers. Boenning & Scattergood’s opinion did not address the underlying business decision of WSFS to engage in the mergers, the form or structure of the mergers or any other transactions contemplated in the merger agreement.

Beneficial Special Meeting (page 57)

Beneficial will hold the Beneficial special meeting at 1818 Market Street, Philadelphia Pennsylvania 19103, commencing at 8:30 a.m., Eastern Time, on December 6, 2018. At the Beneficial special meeting, Beneficial stockholders will be asked to consider and vote on the Beneficial merger proposal, the Beneficial advisory proposal on specified compensation and the Beneficial adjournment proposal, if necessary or appropriate.

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Beneficial has set October 31, 2018 as the Beneficial record date to determine which Beneficial stockholders will be entitled to receive notice of and vote at the Beneficial special meeting. Each holder of shares of Beneficial common stock outstanding on the Beneficial record date will be entitled to one vote for each share held of record. As of the Beneficial record date, there were 74,800,572 shares of Beneficial common stock entitled to vote at the Beneficial special meeting. As of the Beneficial record date, the directors and executive officers of Beneficial and their affiliates beneficially owned and were entitled to vote approximately 2,676,385 shares of Beneficial common stock, representing approximately 3.6% of the shares of Beneficial common stock outstanding on that date.

Approval of the Beneficial merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of Beneficial common stock. Approval of the Beneficial advisory proposal on specified compensation and the Beneficial adjournment proposal each require the affirmative vote of holders of a majority of the votes cast, in person or by proxy, at the Beneficial special meeting.

With respect to the Beneficial merger proposal, if you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote by telephone or the internet or in person at the Beneficial special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have the same effect as a vote against the Beneficial merger proposal. With respect to the Beneficial advisory proposal on specified compensation and the Beneficial adjournment proposal, if you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote by telephone or the internet or in person at the Beneficial special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on such proposals.

WSFS Special Meeting (page 64)

WSFS will hold the WSFS special meeting at Hotel du Pont, 42 West 11th Street, Wilmington, Delaware 19801, commencing at 9:00 a.m., Eastern Time, on December 12, 2018. At the WSFS special meeting, WSFS stockholders will be asked to consider and vote on the WSFS merger and share issuance proposal, the WSFS advisory proposal on specified compensation and the WSFS adjournment proposal, if necessary or appropriate.

WSFS has set October 31, 2018 as the WSFS record date to determine which WSFS stockholders will be entitled to receive notice of and vote at the WSFS special meeting. Each holder of shares of WSFS common stock outstanding on the WSFS record date will be entitled to one vote for each share held of record. As of the WSFS record date, there were 31,469,448 shares of WSFS common stock entitled to vote at the WSFS special meeting. As of the WSFS record date, the directors and executive officers of WSFS and their affiliates beneficially owned and were entitled to vote approximately 582,873 shares of WSFS common stock, representing approximately 1.9% of the shares of WSFS common stock outstanding on that date.

Approval of the WSFS merger and share issuance proposal requires the affirmative vote of holders of a majority of the outstanding shares of WSFS common stock. Approval of the WSFS advisory proposal on specified compensation and the WSFS adjournment proposal each require the affirmative vote of holders of a majority of the shares of WSFS common stock present in person or represented by proxy at the WSFS special meeting and entitled to vote on such proposal.

 

With respect to the WSFS merger and share issuance proposal, if you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote in person at the WSFS special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have the same effect as a vote against such proposal. With respect to the WSFS advisory proposal on specified compensation and the WSFS adjournment proposal, if you mark “ABSTAIN” on your proxy card, it will have the same effect as a vote against such proposals, and if you fail to either submit a proxy card or vote in person at the WSFS special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on such proposals.

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Interests of Beneficial’s Directors and Executive Officers in the Mergers (page 112)

In considering the recommendations of the Beneficial board of directors, Beneficial stockholders should be aware that Beneficial’s directors and executive officers have interests in the mergers that may be different from, or in addition to, the interests of the Beneficial stockholders generally. The Beneficial board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement and the transactions contemplated by the merger agreement and in determining to recommend to the Beneficial stockholders that they vote to approve the Beneficial merger proposal. These interests include:

·At the effective time, each Beneficial stock option, whether vested or unvested, outstanding and unexercised immediately prior to the effective time, will be canceled and converted into the right to receive from WSFS a cash payment equal to the difference, if positive, between $19.50 and the exercise price of the Beneficial stock option.
·At the effective time, each Beneficial restricted stock award will fully vest, with any performance-based vesting condition applicable to such Beneficial restricted stock award deemed to have been fully achieved (or achieved at the target level if more than one level of achievement has been contemplated), and will be canceled and converted automatically into the right to receive the merger consideration.
·Beneficial intends to pay participants, including executive officers of Beneficial, in its Management Incentive Plan (Beneficial’s short-term, cash-based incentive compensation plan) bonuses for 2018 at the “stretch” level established under such plan.
·Employment and change in control severance agreements with the executive officers of Beneficial provide for a cash severance payment and continued medical, dental and life insurance coverage in the event of termination of employment without cause of for good reason within 12 months after a change in control.
·Letter agreements that the executive officers of Beneficial have entered into with WSFS provide for certain payments in lieu of the cash severance under their employment or change in control severance agreements and, subject to their continued employment with WSFS for a specified period of time, retention bonus payments for the executives other than Gerard P. Cuddy, President and Chief Executive Officer of Beneficial, who will terminate employment as of the closing of the mergers, which we refer to as the closing. The letter agreement with Mr. Cuddy provides for an additional payment as consideration for certain restrictive covenants.
·WSFS has agreed to appoint Mr. Cuddy and two other members of the Beneficial board of directors to the boards of directors of WSFS and WSFS Bank, which we refer to collectively as the WSFS boards, and to appoint Mr. Cuddy as Vice Chairman of WSFS Bank.
·WSFS has agreed to establish the advisory board and will invite Mr. Levenson, Mr. Cuddy, and those individuals who serve on the board of directors of Beneficial as of the date of the merger agreement and who are not be appointed to the board of directors of the combined company to join the advisory board. The function of the advisory board will be, among other things, to advise WSFS with respect to Beneficial. It is anticipated that the advisory board will meet on a quarterly basis (or more frequently if necessary) from and after the effective time until December 31, 2019, and each member of the advisory board (other than Mr. Levenson and Mr. Cuddy) will be paid a retainer fee of $50,000.
·The merger agreement provides Beneficial’s directors and officers with rights to indemnification and continued coverage under directors’ and officers’ liability insurance policies.

 

These interests are described in more detail under the section entitled “The Mergers—Interests of Beneficial’s Directors and Executive Officers in the Mergers.”

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Interests of WSFS’s Directors and Executive Officers in the Mergers (page 120)

WSFS’s directors and executive officers have interests in the mergers that may be different from, or in addition to, the interests of the WSFS stockholders generally. The WSFS board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement and the transactions contemplated by the merger agreement and in determining to recommend to the WSFS stockholders that they vote to approve the WSFS merger and share issuance proposal. Such interests may include, but are not limited to, that certain of WSFS’s executive officers hold equity awards that could become fully vested in connection with the mergers. In addition, pursuant to the merger agreement, upon completion of the mergers, the WSFS boards will consist of the current members of the WSFS board of directors and three current members of the Beneficial board of directors (including Gerard P. Cuddy and two other current members of the Beneficial board of directors as mutually agreed by Beneficial and WSFS). These interests are described in more detail under the section entitled “The Mergers—Interests of WSFS’s Directors and Executive Officers in the Mergers.”

Management and Board of Directors of WSFS after the Mergers (page 111)

Pursuant to the merger agreement, at or prior to the time the mergers are completed, the number of directors constituting the full WSFS boards will be 13 members, an increase of three, comprised of the current members of the WSFS board of directors prior to the consummation of the mergers and Gerard P. Cuddy, who is the current President and Chief Executive Officer of Beneficial and a member of the current Beneficial board of directors, along with two other current members of the Beneficial board of directors as mutually agreed by Beneficial and WSFS. Each such Beneficial director will be appointed to a class of the board of directors of the surviving corporation as mutually agreed by Beneficial and WSFS. It is anticipated that, following the time the mergers are completed, Mark A. Turner will be the Executive Chairman of the combined company, Rodger Levenson will be the President and Chief Executive Officer of the combined company and Mr. Cuddy will be the Vice Chairman of WSFS Bank.

In addition, the merger agreement provides that following the effective time, WSFS will establish an advisory board, which we refer to as the advisory board, and will invite Mr. Levenson, Mr. Cuddy, and those individuals who serve on the board of directors of Beneficial as of the date of the merger agreement and who are not be appointed to the board of directors of the combined company to join the advisory board. The function of the advisory board will be, among other things, to advise WSFS with respect to Beneficial.

Regulatory Approvals Required for the Mergers (page 122)

The completion of the mergers are subject to prior receipt of certain approvals and consents required to be obtained from applicable governmental and regulatory authorities. These approvals include approvals from, among others, the Board of Governors of the Federal Reserve System, or the Federal Reserve, and the Office of the Comptroller of the Currency, or the OCC. To facilitate the mergers, Beneficial Bank intends to convert from a Pennsylvania-chartered savings bank to a federal stock savings association shortly prior to the bank merger. In connection with the charter conversion of Beneficial Bank, Beneficial intends to register as a savings and loan holding company and deregister as a bank holding company. Following these steps, Beneficial will merge with and into WSFS and Beneficial Bank will simultaneously merge with and into WSFS Bank. Beneficial and WSFS plan to file all necessary applications and notifications to obtain the required regulatory approvals, consents and waivers.

The conversion of Beneficial Bank into a federal savings association requires the approval of the OCC, and notice to the Federal Deposit Insurance Corporation, or FDIC, and the Pennsylvania Department of Securities, or PDBS. The registration of Beneficial as a savings and loan holding company requires the approval of the Federal Reserve under the Home Owners’ Loan Act, or HOLA. The merger of Beneficial with and into WSFS requires the approval of the Federal Reserve under the HOLA. The merger of Beneficial Bank with and into WSFS Bank

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requires the approval of the OCC under the Bank Merger Act. In addition, WSFS Bank’s acquisition of Beneficial Bank’s subsidiaries requires notice to the FDIC under the Federal Deposit Insurance Act. Further, WSFS Bank’s payment of a capital distribution to WSFS immediately following the closing of the bank merger, to partially fund payment of the cash consideration to Beneficial stockholders, requires the approval of the OCC and notice to the Federal Reserve.

The U.S. Department of Justice, or the DOJ, has between 15 and 30 days following approval of the merger or the bank merger by the Federal Reserve to challenge the approval on antitrust grounds. Notifications and/or applications requesting approval may be submitted to various other federal and state regulatory authorities and self-regulatory organizations. Although neither Beneficial nor WSFS knows of any reason why the parties cannot obtain regulatory approvals required to consummate the mergers in a timely manner, Beneficial and WSFS cannot be certain when or if such approvals will be obtained.

 

Accounting Treatment (page 123)

The mergers will be accounted for as an acquisition by WSFS using the acquisition method of accounting in accordance with FASB ASC Topic 805, “Business Combinations.” Accordingly, the assets (including identifiable intangible assets) and liabilities (including executory contracts and other commitments) of Beneficial as of the date of acquisition will be recorded at their respective fair values. Any excess of the total consideration paid in connection with the merger over the net fair values is recorded as goodwill. Consolidated financial statements of WSFS issued after the date of acquisition would reflect these fair values and would not be restated retroactively to reflect the historical financial position or results of operations of Beneficial.

Public Trading Markets (page 123)

WSFS common stock is listed on Nasdaq under the symbol “WSFS.” Beneficial common stock is listed on Nasdaq under the symbol “BNCL.” Upon completion of the merger, Beneficial common stock will be delisted from Nasdaq and thereafter will be deregistered under the Exchange Act. The WSFS common stock issuable in the merger will be listed on Nasdaq.

Appraisal and Dissenters’ Rights (page 123)

Under Maryland law and the Beneficial charter, Beneficial stockholders will not be entitled to exercise any appraisal or dissenters’ rights in connection with the mergers.

Litigation Related to the Mergers (page 124)

On October 15, 2018, one purported Beneficial stockholder filed a putative class action lawsuit against Beneficial and the members of the Beneficial board of directors in the United States District Court for the Southern District of New York, captioned Dappollone v. Beneficial Bancorp, Inc., et al., Docket No. 1:18-cv-09395. The plaintiff, on behalf of himself and similarly situated Beneficial stockholders, generally alleges that the defendants violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by disclosing materially incomplete and misleading information about the merger to Beneficial stockholders. The plaintiff seeks injunctive relief, unspecified damages and an award of attorneys’ fees and expenses.

On October 19, 2018, another purported Beneficial stockholder filed a putative derivative and class action lawsuit against Beneficial, the members of the Beneficial board of directors and WSFS Bank in the Circuit Court for Baltimore City, Maryland, on behalf of himself and similarly situated Beneficial stockholders, and derivatively on behalf of Beneficial, captioned Parshall v. Farnesi et al., Case No. 24C18005703. The plaintiff generally alleges that the Beneficial board of directors breached its fiduciary obligations by approving the

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terms of the merger, including allegedly inadequate merger consideration and certain deal protection devices, and making materially incomplete disclosures about the merger to Beneficial stockholders. The plaintiff seeks injunctive relief, unspecified damages, and an award of attorneys’ fees and expenses.

On October 31, 2018, three other purported Beneficial stockholders filed separate lawsuits against Beneficial and the members of the Beneficial board of directors in the District Court for the District of Maryland, captioned Wolenter v. Beneficial Bancorp, Inc. et al. (Case No. 1:18-cv-03379-JKB), Karp v. Beneficial Bancorp, Inc. et. al. (Case No. 1:18-cv-03381-ELH), and Bushanksy v. Beneficial Bancorp, Inc. et al. (Case No. 1:18-cv-03382-DKC). The plaintiffs each generally allege that the registration statement filed with the SEC on September 27, 2018 contains materially misleading omissions or misrepresentations in violation of Section 14(a) and Section 20(a) of the Exchange Act. The plaintiffs each seek injunctive relief, unspecified damages, and an award of attorneys’ fees and expenses.

Agreement Not to Solicit Other Offers (page 137)

Beneficial has agreed that it and its subsidiaries will not, and will cause their respective representatives not to, directly or indirectly:

·solicit, initiate, encourage (including by providing information or assistance), facilitate or induce any acquisition proposal (as defined in “The Merger Agreement—Agreement Not to Solicit Other Offers”);
·engage or participate in any discussions or negotiations regarding, or furnish or cause to be furnished to any person any confidential or nonpublic information or data in connection with, or take any other action to facilitate any inquiries or the making of any offer or proposal that constitutes, or may reasonably be expected to lead to, an acquisition proposal, except to notify a person that has made or, to the knowledge of Beneficial, is making any inquiries with respect to, or is considering making, an acquisition proposal, of the existence of the non-solicitation obligations of the merger agreement;
·approve, agree to, accept, endorse or recommend any acquisition proposal; or
·approve, agree to, accept, endorse or recommend, or propose to approve, agree to, accept, endorse or recommend any acquisition agreement (as defined in “The Merger Agreement—Agreement Not to Solicit Other Offers”) contemplating or otherwise relating to any acquisition transaction (as defined in “The Merger Agreement—Agreement Not to Solicit Other Offers”).

Notwithstanding Beneficial’s non-solicitation obligations described above, if Beneficial or any of its representatives receives an unsolicited written bona fide acquisition proposal by any person at any time prior to the requisite Beneficial stockholder approval of the merger agreement, or the Beneficial stockholder approval, that did not result from or arise in connection with a breach of its non-solicitation obligations, then Beneficial and its representatives may, prior to (but not after) the Beneficial special meeting, furnish information or data to and enter into discussions and negotiations with respect to such acquisition proposal if the Beneficial board of directors (or any committee thereof) has (i) determined, in its good faith judgment (after consultation with its financial advisors and outside legal counsel) that such acquisition proposal constitutes, or would reasonably be expected to lead to a superior proposal (as defined in “The Merger Agreement—Agreement Not to Solicit Other Offers”) and that the failure to take such actions would reasonably likely cause it to violate its fiduciary duties under applicable law and (ii) obtained from such person an executed confidentiality agreement containing terms at least as restrictive with respect to such person as the terms of the confidentiality agreement is in each provision with respect to WSFS. However, Beneficial may not terminate the merger agreement pursuant to these provisions and is required to call a stockholder meeting to consider and vote upon the mergers notwithstanding negotiations with such third parties.

 

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Stockholder Meetings and Recommendation of WSFS and Beneficial Boards of Directors (page 139)

Each of WSFS and Beneficial have agreed to hold a meeting of its stockholders as promptly as reasonably practicable after this joint proxy statement/prospectus is declared effective for the purpose of obtaining the Beneficial stockholder approval, in the case of Beneficial stockholders, and obtaining the requisite WSFS stockholder approval of the merger agreement and WSFS share issuance, in the case of WSFS stockholders, which we refer to as the WSFS stockholder approval.

 

The board of directors of each of Beneficial and WSFS have agreed to recommend to its respective stockholders the approval of the Beneficial merger proposal, in the case of Beneficial and the approval of the WSFS merger and share issuance proposal, in the case of WSFS and to include such recommendations in this joint proxy statement/prospectus and to use its respective reasonable best efforts to obtain, in the case of Beneficial, the Beneficial stockholder approval and, in the case of WSFS, the WSFS stockholder approval. The board of directors of each of Beneficial and WSFS and any committee thereof agreed to not withhold, withdraw, qualify or modify (or publicly propose to withhold, withdraw, qualify or modify) such recommendation in any manner adverse to WSFS or Beneficial, respectively, take any action or make any public statement, filing or release inconsistent with such recommendation, or submit their respective merger proposals to its stockholders without such recommendation, which we refer to as a change in recommendation.

However, the Beneficial board of directors may make a change in recommendation (including approving, endorsing or recommending any acquisition proposal), if Beneficial has received a superior proposal (after giving effect to any revised offer from WSFS) and the Beneficial board of directors has determined in good faith, after consultation with outside legal counsel, that the failure to take such action would be a violation of the directors’ fiduciary duties under applicable law; provided, that the Beneficial board of directors may not make a change in recommendation unless:

·Beneficial has complied in all material respects with its non-solicit obligations described above;
·Beneficial gives WSFS at least three business days’ notice of its intention to make a change in recommendation and a reasonable description of the events or circumstances giving rise to its determination to take such action;
·during such three business day period, Beneficial has, and has caused its financial advisors and outside legal counsel to, consider and negotiate with WSFS in good faith regarding any proposals, adjustments or modifications to the terms and conditions of the merger agreement proposed by WSFS; and
·the Beneficial board of directors has determined in good faith, after consultation with outside legal counsel and considering the results of such negotiations described above and giving effect to any proposals, amendments or modifications proposed by WSFS that such superior proposal remains a superior proposal and that the failure to make a change in recommendation would be a violation of the directors’ fiduciary duties under applicable law and, in which event, the Beneficial board of directors may communicate the basis for its lack of recommendation to its stockholders to the extent required by law.

Any material amendment to any superior proposal will require a new determination and notice period.

In addition, the WSFS board of directors may make a change in recommendation, if the WSFS board of directors has determined in good faith, after consultation with outside legal counsel, that the failure to take such action would be a violation of the directors’ fiduciary duties under applicable law; provided, that the WSFS board of directors may not make a change in recommendation unless:

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·WSFS gives Beneficial at least three business days’ notice of its intention to make a change in recommendation and a reasonable description of the events or circumstances giving rise to its determination to take such action;
·during such three business day period, WSFS has and has caused its financial advisors and outside legal counsel to, consider and negotiate with Beneficial in good faith regarding any proposals, adjustments or modifications to the terms and conditions of the merger agreement proposed by Beneficial; and
·the WSFS board of directors has determined in good faith, after consultation with outside legal counsel and considering the results of such negotiations described above and giving effect to any proposals, amendments or modifications proposed by Beneficial, if any, that the failure to make a change in
  recommendation would be a violation of the directors’ fiduciary duties under applicable law and, in which event, the WSFS board of directors may communicate the basis for its lack of recommendation to its stockholders to the extent required by law.

Conditions to Consummation of the Mergers (page 140)

The respective obligation of each party to consummate the mergers is subject to the satisfaction or waiver at or prior to the effective time of the following conditions:

·the approval of the Beneficial merger proposal by the Beneficial stockholders and the approval of the WSFS merger and share issuance proposal by the WSFS stockholders;
·the receipt of all required regulatory approvals, waiver or non-objections from the Federal Reserve, the Office of the Comptroller of the Currency, or the OCC, the Federal Deposit Insurance Corporation, or the FDIC, the Pennsylvania Department of Banking and Securities, or the PDBS, and any other regulatory authority and any other regulatory approvals or consents contemplated by the merger agreement, the failure of which to obtain would reasonably be expected to have, either individually or in the aggregate, a material adverse effect on WSFS and Beneficial (considered as a consolidated entity), in each case required to consummate the transactions contemplated by the merger agreement, including the mergers, and expiration of all related statutory waiting periods, which we refer to as the requisite regulatory approvals;
·the absence of any law or order (whether temporary, preliminary or permanent) by any court or regulatory authority of competent jurisdiction prohibiting, restricting or making illegal the consummation of the transactions contemplated by the merger agreement (including the mergers);
·the effectiveness of the registration statement of which this joint proxy statement/prospectus is a part under the Securities Act of 1933, as amended, or the Securities Act, and there being no stop order, action, suit, proceeding or investigation by the Securities and Exchange Commission, or the SEC, to suspend the effectiveness of the registration statement;
·the approval of the listing on Nasdaq of WSFS common stock to be issued pursuant to the merger; and
·the receipt by each party of a written opinion of Covington & Burling in form reasonably satisfactory to such parties to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code for federal income tax purposes.

Each party’s obligation to consummate the merger is also subject to the satisfaction or waiver at or prior to the effective time of the following conditions:

 22 

 

·the accuracy of the representations and warranties of the other party in the merger agreement as of the date of the merger agreement and as of the effective time, subject to the materiality standards provided in the merger agreement;
·the performance by the other party in all material respects of all obligations of such party required to be performed by it under the merger agreement at or prior to the effective time;
·the receipt of (1) a certificate from the other party to the effect that the two conditions described above have been satisfied (2) certified copies of resolutions duly adopted by the other party’s board of directors and stockholders evidencing the taking of all corporate action necessary to authorize the execution, delivery and performance of the merger agreement, and the consummation of the
  transactions contemplated thereby, all in such reasonable detail as the other party and its counsel may request;
·in the case of WSFS, the receipt of requisite regulatory approvals without the imposition of a burdensome condition; and
·in the case of WSFS, the executive agreements with certain of Beneficial’s officers are in full force and effect as of the date the mergers become effective, which we refer to as the closing date.

We cannot be certain when, or if, the conditions to the mergers will be satisfied or waived, or that the mergers will be completed in the first quarter of 2019 or at all. As of the date of this joint proxy statement/prospectus, we have no reason to believe that any of these conditions will not be satisfied.

 

Termination of the Merger Agreement (page 141)

The merger agreement may be terminated and the mergers abandoned at any time prior to the effective time (notwithstanding the approval of the merger agreement by Beneficial stockholders or by WSFS stockholders) by mutual written agreement, or by either party in the following circumstances:

·any regulatory authority denies a requisite regulatory approval and such denial is final and nonappealable, or any regulatory authority has issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the mergers, and such order, decree, ruling or other action is final and nonappealable, so long as such denial is not as a result of a failure of the terminating party to comply with its obligations under the merger agreement;
·the Beneficial stockholders fail to vote their approval of the Beneficial merger proposal, which we refer to as a no-vote termination;
·the WSFS stockholders fail to vote their approval of the WSFS merger and share issuance proposal;
·the mergers have not been consummated by August 7, 2019, which we refer to as the outside date, if the failure to consummate the transactions contemplated by the merger agreement on or before that date is not caused by the terminating party’s breach of such merger agreement, which we refer to as an outside date termination;
·if there was a breach of any of the covenants or agreements or any of the representations or warranties (or any such representation or warranty ceases to be true) set forth in the merger agreement on the part of Beneficial, in the case of a termination by WSFS, or WSFS, in the case of a termination by Beneficial, which breach or failure to be true, either individually or in the aggregate with all other
 23 

 

 breaches by such party (or failures of such representations or warranties to be true), would constitute, if occurring or continuing on the closing date, the failure of a WSFS or Beneficial condition to closing, respectively, and is not cured within 45 days following written notice or by its nature or timing cannot be cured during such period; provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement, which we refer to as a breach termination; or
·if either or all of the Federal Reserve, FDIC, OCC or PDBS requests in writing that WSFS, WSFS Bank, Beneficial, Beneficial Bank, or any of their respective affiliates withdraw (other than for technical reasons), and not be permitted to resubmit within 60 days, any application with respect to any requisite regulatory approval.

In addition, WSFS may terminate the merger agreement if:

·the Beneficial board of directors fails to recommend that the Beneficial stockholders approve the Beneficial merger proposal, effects a change in their recommendation, breaches its non-solicitation obligations with respect to acquisition proposals or fails to call, give notice of, convene or hold the Beneficial special meeting; or
·if any or all of the Federal Reserve, FDIC, OCC or PDBS grants a requisite regulatory approval but such requisite regulatory approval contains, results or would reasonably be expected to result in, the imposition of a burdensome condition; provided, that WSFS may only terminate the merger agreement if WSFS uses its reasonable best efforts until the earlier of (i) 60 days following the grant of such requisite regulatory approval containing a burdensome condition, or (ii) the outside date, to cause the terms and/or conditions of such requisite regulatory approval containing such burdensome condition to be deleted or removed.

In addition, Beneficial may terminate the merger agreement if:

·the WSFS board of directors fails to recommend that the WSFS stockholders approve the WSFS merger and share issuance proposal, effects a change in their recommendation, or fails to call, give notice of, convene or hold the WSFS special meeting; or
·at any time during the five business period day period commencing with the fifth business day prior to the closing date (or the immediately preceding day to the fifth business day prior to the closing date if shares of WSFS common stock are not actually traded on Nasdaq on such day), which we refer to as the determination date, (i) the average closing price of WSFS common stock is less than $44.28 and (ii) the WSFS common stock has underperformed the Nasdaq Bank Index by more than 20%, which termination right we refer to as a stock decline termination right. If Beneficial elects to exercise its stock decline termination right, it will give written notice to WSFS, and WSFS will have the right within five business days of the receipt of the notice of termination to increase the number of shares of WSFS common stock to be issued to holders of Beneficial capital stock in the merger so that, as a result of such adjustment, the merger consideration would be no less than the merger consideration would have been had the average closing price of WSFS common stock been $44.28 or had the WSFS common stock not underperformed the Nasdaq Bank Index by more than 20% (whichever merger consideration amount would be smaller). If WSFS so elects within such five business day period and notifies Beneficial promptly of such election, then the merger agreement will remain in effect in accordance with its terms (except for the exchange ratio will be so modified).
 24 

 

Termination Fee (page 142)

Beneficial will pay WSFS a $52,500,000 termination fee if:

·(1) either Beneficial or WSFS effects a no-vote termination or outside date termination (and the approval of the Beneficial merger proposal has not been obtained), or (2) WSFS effects a breach termination and, in each case, prior to such termination, an acquisition proposal for Beneficial has been made or an intention to make an acquisition proposal has been publicly announced, and, within 12 months of such termination, any acquisition proposal results in a definitive agreement or a completed transaction; or
·WSFS terminates the merger agreement because the Beneficial board of directors has failed to recommend that the Beneficial stockholders approve the Beneficial merger proposal, effected a change in their recommendation, breached its non-solicitation obligations with respect to acquisition proposals
 or failed to call, give notice of, convene or hold the Beneficial special meeting.

WSFS will pay Beneficial a $52,500,000 termination fee if:

 

·Beneficial terminates the merger agreement because the WSFS board of directors failed to recommend that the WSFS stockholders approve the WSFS merger and share issuance proposal, effected a change in their recommendation, or fails to call, give notice of, convene or hold the WSFS special meeting.

If Beneficial or WSFS, as applicable, fails to pay any termination fee payable when due, then Beneficial or WSFS, as applicable, must pay to WSFS or Beneficial, as applicable, its costs and expenses (including attorneys’ fees) in connection with collecting such fee, together with interest on the amount of such fee at the prime rate of Citibank, N.A. from the date such payment was due under the merger agreement until the date of payment.

Voting Agreements (page 143)

In connection with entering into the merger agreement, each of the members of the board of directors of each of Beneficial and WSFS and certain executive officers of each of Beneficial and WSFS, in their capacities as Beneficial and WSFS stockholders, as the case may be, have entered into the voting agreements and have agreed to vote their shares of Beneficial common stock and WSFS common stock, as applicable, in favor of the Beneficial merger proposal, in the case of Beneficial, and in favor of the WSFS merger and share issuance proposal, in the case of WSFS, and certain related matters and against alternative transactions. The stockholders that are party to the voting agreements beneficially own in the aggregate approximately 3.5% of the outstanding shares of Beneficial common stock and 1.6% of the outstanding shares of WSFS common stock as of the applicable record dates.

 

Material U.S. Federal Income Tax Consequences of the Merger (page 145)

WSFS and Beneficial intend for the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The obligations of WSFS and Beneficial to complete the mergers are subject to the receipt of a legal opinion from Covington & Burling to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither WSFS nor Beneficial currently intends to waive this condition to the consummation of the mergers. In the event that WSFS and Beneficial waive the condition to receive such tax opinion and the tax consequences of the merger materially change, then WSFS and Beneficial will recirculate appropriate soliciting materials and seek new approval of the merger from Beneficial and WSFS stockholders. If the merger qualifies as a reorganization within the meaning of Section 368(a) of the Code, then for U.S. federal

 25 

 

income tax purposes a U.S. holder of Beneficial common stock generally will (1) not recognize any loss upon surrendering its Beneficial common stock and (2) recognize gain upon surrendering its Beneficial common stock equal to the excess, if any, of (a) the sum of the amount of cash consideration received plus the fair market value (determined as of the effective time) of the WSFS common stock that received over (b) such U.S. holder’s aggregate adjusted tax basis in the shares of Beneficial common stock surrendered, but only to the extent of the amount of cash consideration received. U.S. holders of Beneficial common stock receiving cash in lieu of fractional shares of WSFS common stock will generally recognize gain or loss equal to the difference between the amount of cash received instead of a fractional share and the basis in its fractional share of WSFS common stock.

 

The U.S. federal income tax consequences described above may not apply to all holders of Beneficial common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult an independent tax advisor for a full understanding of the particular tax consequences of the merger to you.

Comparison of Stockholders’ Rights (page 149)

Upon completion of the merger, the rights of former Beneficial stockholders will be governed by the amended and restated certificate of incorporation, as amended, and bylaws of WSFS, which we refer to as the WSFS charter and the WSFS bylaws, respectively. WSFS is organized under Delaware law, while Beneficial is organized under Maryland law. The rights associated with Beneficial common stock are different from the rights associated with WSFS common stock. Please see the section entitled “Comparison of Stockholders’ Rights” for a discussion of the different rights associated with WSFS common stock.

Risk Factors (page 49)

Before voting at the Beneficial special meeting or the WSFS special meeting, you should carefully consider all of the information contained in or incorporated by reference into this joint proxy statement/prospectus, including the risk factors set forth in the section entitled “Risk Factors” and described in Beneficial’s and WSFS’s Annual Reports on Form 10-K for the fiscal year ended on December 31, 2017, and other reports filed with the SEC, which are incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information.” 

 

 26 

 

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF WSFS

The following table summarizes financial results achieved by WSFS for the periods and at the dates indicated and should be read in conjunction with WSFS’s consolidated financial statements and the notes to the consolidated financial statements contained in reports that WSFS has previously filed with the SEC. Historical financial information for WSFS can be found in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 and its Annual Report on Form 10-K for the year ended December 31, 2017. WSFS declared a three-for-one stock split on May 18, 2015, and the earnings per share information in the table preceding that date has been adjusted to give retroactive effect to that stock split. Please see the section entitled “Where You Can Find More Information” for instructions on how to obtain the information that has been incorporated by reference. Financial amounts as of and for the six months ended June 30, 2018 and 2017 are unaudited and are not necessarily indicative of the results of operations for the full year or any other interim period, and management of WSFS believes that such amounts reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of its results of operations and financial position as of the dates and for the periods indicated. You should not assume the results of operations for past years and for the six months ended June 30, 2018 and 2017 indicate results for any future period.

 

WSFS FINANCIAL CORPORATION AND SUBSIDIARIES

(In thousands, except share and per share data)

 

   As of June 30,   As of December 31, 
   2018   2017   2017   2016   2015   2014   2013 
                             
Total assets  $7,112,547   $6,822,427   $6,999,540   $6,765,270   $5,584,719   $4,851,749   $4,513,863 
Net loans(1)(5)   4,949,409    4,662,829    4,807,373    4,499,157    3,795,141    3,214,458    2,973,795 
Investment securities(2)   1,120,576    981,093    999,308    958,889    886,891    866,292    817,115 
Other investments   63,637    57,324    52,863    48,887    34,798    23,412    36,201 
Total deposits   5,366,555    4,834,050    5,247,604    4,738,438    4,016,566    3,649,235    3,186,942 
Borrowings(3)   731,060    943,430    772,624    1,048,386    812,200    545,764    759,830 
Trust preferred borrowings   67,011    67,011    67,011    67,011    67,011    67,011    67,011 
Senior debt   98,279    152,313    98,171    152,050    53,757    53,429    53,100 
Stockholders’ equity   768,977    722,623    724,345    687,336    580,471    489,051    383,050 
Number of full-service branches   57    58    58    60    51    43    39 
                             

 

 

   For the Six Months Ended
June 30,
   For the Years Ended December 31, 
   2018   2017   2017   2016   2015   2014   2013 
Interest income  $139,764   $123,160   $254,726   $216,578   $182,576   $160,337   $146,922 
Interest expense   21,061    15,743    33,455    22,833    15,776    15,830    15,334 
Net interest income   118,703    107,417    221,271    193,745    166,800    144,507    131,588 
Noninterest income   82,454    59,768    124,644    105,061    90,256    80,168    80,151 
Noninterest expense   111,243    104,233    226,461    188,666    165,460    148,535    132,929 
Provision for loan losses   6,148    4,005    10,964    12,986    7,790    3,580    7,172 
Provision for income taxes   17,676    19,440    58,246    33,074    30,273    18,803    24,756 
Net income   66,090    39,507    50,244    64,080    53,533    53,757    46,882 
Dividends on preferred stock and accretion of discount                           1,663 
Net income allocable to common stockholders   66,090    39,507   $50,244   $64,080   $53,533   $53,757   $45,219 
                                    

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   For the Six Months Ended
June 30,
   For the Years Ended December 31, 
   2018   2017   2017   2016   2015   2014   2013 
Earnings per share allocable to common stockholders:                                   
Basic  $2.10   $1.26   $1.60   $2.12   $1.88   $1.98   $1.71 
Diluted  $2.05   $1.22   $1.56   $2.06   $1.85   $1.93   $1.69 
Interest rate spread   3.87%   3.80%   3.81%   3.79%   3.79%   3.62%   3.51%
Net interest margin   4.06    3.91    3.95    3.88    3.87    3.68    3.56 
Efficiency ratio   55.11    61,81    64.91    62.52    57.79    66.11    62.42 
Noninterest income as a percentage of total revenue(4)   40.85    35.44    35.72    34.81    31.53    35.68    37.64 
Return on average assets   1.92    1.17    0.74    1.06    1.05    1.17    1.07 
Return on average equity   17.97    11.28    6.92    10.03    10.24    12.21    11.60 
Return on average tangible common equity(6)   24.46    15.56    9.74    12.85    11.92    13.80    13.99 
Average equity to average assets   10.69    10.41    10.64    10.57    10.31    10.33    8.62 
Equity to assets   10.81    10.59    10.35    10.16    10.39    10.08    8.49 
Tangible common equity to tangible assets(6)   8.40    8.03    7.87    7.55    8.84    9.00    7.69 
Ratio of nonperforming assets to total assets   0.78    0.86    0.84    0.60    0.71    1.08    1.06 
Ratio of allowance for loan losses to total gross loans   0.84    0.87    0.84    0.89    0.98    1.23    1.40 
Ratio of allowances for loan losses to nonaccruing loans   113    104    111    174    175    164    133 
Ratio of year-to-date net charge-offs to average gross loans   0.24    0.17    0.22    0.25    0.29    0.18    0.33 

 

 

(1) Includes loans held for sale and reverse mortgages. 

(2) Includes securities available for sale, held to maturity, and trading. 

(3) Borrowings consist of Federal Home Loan Bank, or FHLB, advances, federal funds purchased, securities sold under agreement to repurchase and other borrowed funds. 

(4) Computed on a fully tax-equivalent basis. 

(5) Net of unearned income. 

(6) This is a non-financial GAAP measure. See the section entitled “Reconciliation of WSFS Non-GAAP Financial Measures.”

 

 28 

 

Reconciliation of WSFS Non-GAAP Financial Measures

 

WSFS’s accounting and reporting policies conform to United States generally accepted accounting principles, or GAAP, and the prevailing practices in the banking industry. However, WSFS also evaluates its performance based on certain additional financial measures which are discussed herein as being non-GAAP financial measures. These non-GAAP financial measures are presented in order to provide investors with a better understanding of WSFS’s performance when analyzing changes in WSFS’s underlying business between reporting periods and provide for greater transparency with respect to supplemental information used by WSFS’s management in its financial and operational decision making. WSFS believes the presentation of these non-GAAP financial measures, when used in conjunction with GAAP financial measures, is a useful financial analysis tool that can assist investors in assessing WSFS’s operating performance and underlying prospects.

 

WSFS classifies a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP, as in effect from time to time in the United States, in WSFS’s statements of income, balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures or ratios or statistical measures calculated using exclusively either financial measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.

 

The non-GAAP financial measures that WSFS discusses herein should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which WSFS calculates the non-GAAP financial measures may differ from that of other companies’ reporting measures with similar names. You should understand how such other banking organizations calculate their financial measures similar or with names similar to the non-GAAP financial measures WSFS discusses herein when comparing such non-GAAP financial measures. The non-GAAP measures used by WSFS include the following:

 

·Tangible assets is defined as total assets less goodwill and other intangible assets;
·Tangible common equity is defined as total stockholders’ equity less goodwill and other intangible assets;
·Tangible common equity to tangible assets is a ratio that is determined by dividing tangible common equity by tangible assets;
·Average tangible common equity is defined as average stockholders’ equity less average goodwill and other intangible assets, less average noncumulative perpetual preferred stock; and
·Return on average tangible common equity is a ratio that is determined by dividing net intangible income by average tangible common equity.
29
 
   For the Six Months Ended
June 30,
   For the Years Ended December 31, 
   2018   2017   2017   2016   2015   2014   2013 
Period End Tangible Assets                                   
Period end assets   7,112,547    6,822,427   $6,999,540   $6,765,270   $5,584,719   $4,851,749   $4,513,863 
Goodwill and intangible assets   (187,259)   (189,983)   (188,444)   (191,247)   (95,295)   (57,593)   (38,978)
Tangible assets  $6,925,288   $6,632,444   $6,811,096   $6,574,023   $5,489,424   $4,794,156   $4,474,885 
Period End Tangible Common Equity                                   
Period end Stockholder’s equity  $768,977   $722,623   $724,345   $687,336   $580,471   $489,051   $383,050 
Goodwill and intangible assets   (187,259)   (189,983)   (188,444)   (191,247)   (95,295)   (57,593)   (38,978)
Tangible common equity  $581,718   $532,640   $535,901   $496,089   $485,176   $431,458   $344,072 
Tangible common equity to tangible assets   8.40%   8.03%   7.87%   7.55%   8.84%   9.00%   7.69%
Period End Tangible Income                                   
GAAP net income  $66,090   $39,507   $50,244   $64,080   $53,533   $53,757   $46,882 
Tax effected amortization of intangible assets   1,482    1,639    1,954    1,621    1,201    820    625 
Net tangible income  $67,572   $41,146   $52,198   $65,701   $54,734   $54,577   $47,507 
Average Tangible Common Equity                                   
Average stockholder’s equity  $741,652   $706,169   $725,763   $638,624   $522,925   $440,273   $404,029 
Average goodwill and intangible assets   (187,891)   (190,361)   (189,784)   (127,168)   (63,887)   (44,828)   (34,726)
Average noncumulative perpetual preferred stock                           (29,627)
Average tangible common equity  $553,761   $515,808   $535,979   $511,456   $459,038   $395,445   $339,676 
Return on average tangible common equity   12.20%   7.98%   9.74%   12.85%   11.92%   13.80%   13.99%

30
 

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF BENEFICIAL

The following table summarizes consolidated financial results achieved by Beneficial for the periods and at the dates indicated and should be read in conjunction with Beneficial’s consolidated financial statements and the notes to the consolidated financial statements contained in reports that Beneficial has previously filed with the SEC. Historical financial information for Beneficial can be found in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 and its Annual Report on Form 10-K for the year ended December 31, 2017. Please see the section entitled “Where You Can Find More Information” for instructions on how to obtain the information that has been incorporated by reference. Financial amounts as of and for the six months ended June 30, 2018 and 2017 are unaudited and are not necessarily indicative of the results of operations for the full year or any other interim period, and management of Beneficial believes that such amounts reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of its results of operations and financial position as of the dates and for the periods indicated. You should not assume the results of operations for past years and for the six months ended June 30, 2018 and 2017 indicate results for any future period.

 

BENEFICIAL BANCORP, INC. AND SUBSIDIARIES

(In thousands, except share and per share data)

 

   As of June 30,   As of December 31, 
   2018   2017   2017   2016   2015   2014   2013 
                             
Total assets  $5,770,311   $5,828,963   $5,798,828   $5,738,593   $4,826,695   $4,751,522   $4,583,413 
Net loans and leases(1)(5)   3,980,242    4,051,382    3,990,863    3,967,307    2,895,946    2,371,091    2,286,158 
Investment securities(2)   792,882    967,231    847,610    1,054,073    1,351,472    1,485,589    1,563,009 
Other investments(3)   23,182    23,210    23,210    21,231    8,786    8,830    17,417 
Total deposits   4,160,506    4,185,036    4,150,493    4,158,188    3,451,923    3,879,709    3,660,016 
Borrowings(4)   515,000    515,000    515,000    465,000    165,000    165,000    225,000 
Trust preferred borrowings       25,432    25,439    25,423    25,405    25,388    25,370 
Senior debt                            
Stockholders’ equity   1,021,986    1,030,204    1,034,298    1,013,756    1,115,546    610,894    615,146 
Number of full-service branches   61    62    61    63    55    58    60 
                                    
   For the Six Months Ended
June 30,
   For the Years Ended December 31, 
   2018   2017   2017   2016   2015   2014   2013 
Interest income  $102,860   $95,937   $197,868   $173,793   $143,339   $139,305   $149,376 
Interest expense   14,535    13,405    28,000    22,876    19,117    21,881    25,640 
Net interest income   88,325    82,532    169,868    150,917    124,222    117,424    123,736 
Noninterest income   14,047    14,487    28,765    27,805    24,284    24,783    25,125 
Noninterest expense   71,643    69,581    138,797    139,124    118,488    118,251    120,688 
Provision for loan and lease losses   2,665    1,350    3,118    485    (3,600)   200    13,000 
Provision for income taxes   6,496    8,248    32,794    13,644    10,725    5,723    2,595 
Net income   21,568    17,840    23,924    25,469    22,893    18,033    12,578 
Dividends on preferred stock and accretion of discount                            
Net loss attributable to noncontrolling interest   (161)       (8)                
Net income allocable to common stockholders   21,729    17,840   $23,932   $25,469   $22,893   $18,033   $12,578 

31
 

 

   For the Six Months Ended
June 30,
   For the Years Ended December 31, 
   2018   2017   2017   2016   2015   2014   2013 
Earnings per share allocable to common stockholders:                                   
Basic  $0.30   $0.24   $0.33   $0.34   $0.29   $0.22   $0.15 
Diluted  $$0.30  $0.24   $0.32   $0.34   $0.29   $0.22   $0.15 
Dividends declared per share  $0.37   $0.12   $0.24   $0.12   $   $   $ 
Interest rate spread   3.11%   2.91%   2.97%   2.86%   2.64%   2.72%   2.70%
Net interest margin   3.28    3.06    3.12    3.00    2.80    2.82    2.81 
Efficiency ratio   69.98    71.72    69.93    77.84    79.79    83.15    81.07 
Noninterest income as a percentage of total revenue   12.02    13.12    12.69    13.79    14.49    15.10    14.40 
Return on average assets   0.75    0.62    0.41    0.47    0.48    0.40    0.26 
Return on average equity   4.28    3.52    2.29    2.45    2.15    2.94    2.01 
Return on average tangible common equity(6)   5.15    4.19    2.79    2.87    2.44    3.72    2.55 
Average equity to average assets   17.62    17.66    17.72    19.20    22.42    13.67    13.15 
Equity to assets   17.71    17.67    17.84    17.67    23.11    12.86    13.42 
Tangible common equity to tangible assets(6)   14.74    14.72    14.87    14.64    20.49    10.16    10.59 
Ratio of nonperforming assets to total assets   0.75    0.64    0.60    0.48    0.81    0.87    1.79 
Ratio of allowance for loan losses to total gross loans   1.07    1.06    1.07    1.08    1.55    2.09    2.38 
Ratio of allowance for loan losses to nonaccruing loans   99.95    116.30    124.79    160.75    120.79    126.92    73.05 
Ratio of year-to-date net charge-offs to average gross loans   0.14    0.06    0.08    0.08    0.06    0.22    0.63 

 

 

(1) Includes mortgage loans held for sale.

(2) Includes securities available for sale and held to maturity. 

(3) Other investments include FHLB stock, at cost. 

(4) Borrowings consist of FHLB advances, federal funds purchased, securities sold under agreement to repurchase and other borrowed funds. 

(5) Net of unearned income. 

(6) This is a non-financial GAAP measure. See the section entitled “Reconciliation of Beneficial Non-GAAP Financial Measures.”

32
 

Reconciliation of Beneficial Non-GAAP Financial Measures

 

Beneficial’s accounting and reporting policies conform to GAAP and the prevailing practices in the banking industry. However, Beneficial also evaluates its performance based on certain additional financial measures which are discussed herein as being non-GAAP financial measures. These non-GAAP financial measures are presented in order to provide investors with a better understanding of Beneficial’s performance when analyzing changes in Beneficial’s underlying business between reporting periods and provide for greater transparency with respect to supplemental information used by Beneficial’s management in its financial and operational decision making. Beneficial believes the presentation of these non-GAAP financial measures, when used in conjunction with GAAP financial measures, is a useful financial analysis tool that can assist investors in assessing Beneficial’s operating performance and underlying prospects.

 

Beneficial classifies a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP, as in effect from time to time in the United States, in Beneficial’s statements of income, balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures or ratios or statistical measures calculated using exclusively either financial measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.

 

The non-GAAP financial measures that Beneficial discusses herein should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which Beneficial calculates the non-GAAP financial measures may differ from that of other companies’ reporting measures with similar names. You should understand how such other banking organizations calculate their financial measures similar or with names similar to the non-GAAP financial measures Beneficial discusses herein when comparing such non-GAAP financial measures. The non-GAAP measures used by Beneficial include the following:

 

·Tangible assets is defined as total assets less goodwill and other intangible assets;
·Tangible common equity is defined as total stockholders’ equity less goodwill and other intangible assets;
·Tangible common equity to tangible assets is a ratio that is determined by dividing tangible common equity by tangible assets;
·Average tangible common equity is defined as average stockholders’ equity less average goodwill and other intangible assets, less average noncumulative perpetual preferred stock; and
·Return on average tangible common equity is a ratio that is determined by dividing net intangible income by average tangible common equity.

33
 

   For the Six Months Ended
June 30,
   For the Years Ended December 31, 
   2018   2017   2017   2016   2015   2014   2013 
Period End Tangible Assets                                   
Period end assets  $5,770,311   $5,828,963   $5,798,828   $5,738,593   $4,826,695   $4,751,522   $4,583,413 
Goodwill and intangible assets   171,488    172,311    171,886    173,571    126,362    128,109    129,980 
Tangible assets  $5,598,823   $5,656,652   $5,626,942   $5,565,022   $4,700,333   $4,623,413   $4,453,433 
Period End Tangible Common Equity                                   
Period end Stockholder’s equity  $1,021,986   $1,030,204   $1,034,298   $1,013,756   $1,115,546   $610,894   $615,146 
Goodwill and intangible assets   171,488    172,311    171,886    173,571    126,362    128,109    129,980 
Tangible common equity  $850,498   $857,893   $862,412   $840,185   $989,184   $482,785   $485,166 
Tangible common equity to tangible assets   14.74%   14.72%   14.87%   14.64%   20.49%   10.16%   10.59%
Period End Tangible Income                                   
GAAP net income  $21,729   $17,840   $23,932   $25,469   $22,893   $18,033   $12,578 
Tax effected amortization of intangible assets   306    778    659    1,426    1,282    1,420    1,552 
Net tangible income  $22,035   $18,618   $24,591   $26,895   $24,175   $19,453   $14,130 
Average Tangible Common Equity                                   
Average stockholder’s equity  $  1,015,984   $  1,023,584   $1,029,925   $1,036,786   $1,063,761   $613,190   $624,184 
Average goodwill and intangible assets   171,687    172,941    172,729    149,967    127,236    129,045    130,916 
Average noncumulative perpetual preferred stock                            
Average tangible common equity  $844,297   $850,643   $857,197   $886,820   $936,526   $484,146   $493,268 
Return on average tangible common equity   5.15%   4.19%   2.79%   2.87%   2.44%   3.72%   2.55%

34
 

UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION

The following unaudited pro forma combined condensed financial statements are based on the separate historical financial statements of WSFS and Beneficial and give effect to the merger of WSFS and Beneficial, including pro forma assumptions and adjustments related to the mergers, as described in the accompanying notes to the unaudited pro forma combined condensed financial statements. The unaudited pro forma combined condensed balance sheet as of June 30, 2018 is presented as if the mergers occurred on June 30, 2018. The unaudited pro forma combined condensed statements of earnings for the year ended December 31, 2017 and the six months ended June 30, 2018 are presented as if the mergers occurred on January 1, 2017. The historical consolidated financial information has been adjusted on a pro forma basis to reflect factually supportable items that are directly attributable to the mergers and, with respect to the statements of earnings only, expected to have a continuing impact on consolidated results of operations.

The unaudited pro forma combined condensed financial statements have been prepared using the acquisition method of accounting for business combinations under GAAP. WSFS is the acquirer for accounting purposes. Certain reclassifications have been made to the historical financial statements of Beneficial to conform to the presentation in WSFS’s financial statements.

A final determination of the fair values of Beneficial’s assets and liabilities, which cannot be made prior to the completion of the mergers, will be based on the actual net tangible and intangible assets of Beneficial that exist as of the closing date. Consequently, fair value adjustments and amounts preliminarily allocated to goodwill and identifiable intangibles could change significantly from those allocations used in the unaudited pro forma combined condensed financial statements presented herein and could result in a material change in amortization of acquired intangible assets. In addition, the value of the final merger consideration will be based on the closing price of WSFS common stock on the date the merger becomes effective. The closing price of WSFS common stock on September 17, 2018 was used for purposes of presenting the pro forma combined condensed financial information.

In connection with the plan to integrate the operations of WSFS and Beneficial following the completion of the mergers, WSFS anticipates that nonrecurring charges, such as costs associated with systems implementation, severance, accelerated vesting of equity awards and other costs related to exit or disposal activities, will be incurred. WSFS is not able to determine the timing, nature and amount of these charges as of the date of this joint proxy statement/prospectus. However, these charges will affect the results of operations of WSFS and Beneficial, as well as those of the combined company following the completion of the mergers, in the period in which they are recorded. The unaudited pro forma combined condensed statements of earnings do not include the effects of the costs associated with any restructuring or integration activities resulting from the mergers, as they are nonrecurring in nature and not factually supportable at this time. Additionally, the unaudited pro forma adjustments do not give effect to any nonrecurring or unusual restructuring charges that may be incurred as a result of the integration of the two companies or any anticipated disposition of assets that may result from such integration.

The actual amounts recorded as of the completion of the mergers may differ materially from the information presented in these unaudited pro forma combined condensed financial statements as a result of:

·changes in the trading price for WSFS’s common stock;
·net cash used or generated in WSFS’s or Beneficial’s operations between the signing of the merger agreement and completion of the mergers;
·changes in the fair values of WSFS’s or Beneficial’s assets and liabilities;
35
 
·other changes in WSFS’s or Beneficial’s net assets that occur prior to the completion of the mergers, which could cause material changes in the information presented below; and
·the actual financial results of the combined company.

 

The unaudited pro forma combined condensed financial statements are presented for illustrative purposes only. The unaudited pro forma combined condensed financial statements are not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the mergers been completed as of the dates indicated or that may be achieved in the future. The preparation of the unaudited pro forma combined condensed financial statements and related adjustments required management to make certain assumptions and estimates. The unaudited pro forma combined condensed financial statements should be read together with:

 

·the accompanying notes to the unaudited pro forma combined condensed financial statements;
·WSFS’s separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2017, included in WSFS’s Annual Report on Form 10-K for the year ended December 31, 2017, incorporated by reference herein;
·Beneficial’s separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2017, included in Beneficial’s Annual Report on Form 10-K for the year ended December 31, 2017, incorporated by reference herein;
·WSFS’s separate unaudited historical consolidated financial statements and accompanying notes as of and for the three and six months ended June 30, 2018 included in WSFS’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, incorporated by reference herein;
·Beneficial’s separate unaudited historical consolidated financial statements and accompanying notes as of and for the three and six months ended June 30, 2018, included in Beneficial’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, incorporated by reference herein; and
·other information pertaining to WSFS and Beneficial contained in or incorporated by reference into this document. Please see the sections entitled “Selected Historical Consolidated Financial Data of WSFS” and “Selected Historical Consolidated Financial Data of Beneficial.”
36
 

WSFS FINANCIAL CORPORATION/BENEFICIAL BANCORP, INC.

UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET

AS OF JUNE 30, 2018

(In thousands)

   As of June 30, 2018 
   WSFS   Beneficial           Pro Forma 
   6/30/2018   
(as reported)
   6/30/2018   
(as reported)
   Pro Forma
Adjustments
     Notes   6/30/2018
Combined
 
ASSETS                         
Cash and cash equivalents  $703,480   $586,793   $(318,311)   (A)   $971,962 
Investment securities   1,120,576    792,882    (10,998)   (B)    1,902,460 
Loans, net of allowance for loan losses   4,869,055    3,980,242    (183,415)   (C)    8,665,882 
Premises and equipment   47,433    68,259    24,447    (D)    140,139 
Goodwill   166,007    169,002    375,477    (E)    710,486 
Intangible assets   21,252    2,486    58,996    (F)    82,734 
Other assets  184,744   170,647   49,465    (G)   404,856 
Total assets  $7,112,547   $5,770,311   $(4,339)       $12,878,519 
LIABILITIES AND STOCKHOLDERS’ EQUITY                         
Liabilities:                         
Deposits:                         
Noninterest-bearing  $1,434,549   $592,375   $        $2,026,924 
Interest-bearing   3,932,006    3,568,131    (10,446)   (H)    7,489,691 
Total deposits   5,366,555    4,160,506    (10,446)        9,516,615 
Borrowed funds   896,350    515,000    (10,988)   (I)    1,400,362 
Other liabilities   80,665    72,213             152,878 
Total liabilities   6,343,570    4,747,719    (21,434)        11,069,855 
Stockholders’ equity:                         
Preferred stock                     
Common stock   566    (24,997)   24,997    (J)    566 
Capital in excess of par value   344,750    807,616    302,086    (K)    1,454,452 
Accumulated other comprehensive (loss) income   (25,713)   (29,406)   29,406    (L)    (25,713)
Retained earnings   729,329    405,395    (476,016)   (M)    658,708 
Treasury stock   (279,955)   (136,622)   136,622    (N)    (279,955)
Noncontrolling interest       606            606 
Total stockholders’ equity   768,977    1,022,592    17,095         1,808,664 
Total liabilities and stockholders’ equity  $7,112,547   $5,770,311   $(4,339)       $12,878,519 
37
 

Balance Sheet Pro Forma Accounting Adjustments Notes as of June 30, 2018

(A)   Adjustments to cash and cash equivalents:    
    To reflect WSFS’s estimated transaction costs comprised of merger costs of $56.4 million, which includes investment banker fees and professional fees, and restructuring costs of $48.3 million, which includes severance payments and contract termination costs   $ (104,686 )
    To reflect Beneficial’s estimated transaction costs comprised of change in control and severance payments of $11.7 million, investment banker fees of $12.0 million and other transaction costs of $1.0 million   (24,706 )
    To reflect estimated cash consideration   (219,507 )
    To reflect the liquidation of the remaining allocated shares in the Beneficial KSOP   30,587  
        $ (318,311 )
         
(B)   Adjustment to investment securities    
    To reflect estimated fair value of Beneficial’s held to maturity investment securities   (10,998 )
         
(C)   Adjustments to loans, net:    
    To eliminate Beneficial’s allowance for loan and lease losses   $ 43,068  
    To reflect estimated fair value of loan portfolio comprised of a credit mark of $80.4 million and an interest rate mark of $144.0 million   (224,499 )
    To eliminate Beneficial’s ASC 310-20 fees and acquired loans net purchase discount   2,251  
    To eliminate Beneficial’s deferred loan and lease fees   (4,235)  
        $ (183,415 )
         
(D)   Adjustment to bank premises, furniture and equipment, net:    
    To record capitalized assets from transaction costs   $ 24,447  
         
(E)   Adjustments to goodwill:    
    To eliminate Beneficial’s historical goodwill   $ (169,002 )
    To reflect goodwill for amount of consideration paid in excess of fair value of assets received and liabilities assumed   544,479  
        $ 375,477  
             
(F)   Adjustments to intangible assets, net:    
    To eliminate Beneficial’s intangible assets   $ (2,486 )
    To record fair value estimate of intangible assets specifically identified Core Deposit Intangibles (CDI)   61,482  
        $ 58,996  
             
(G)   Adjustments to other assets:    
    To reflect WSFS’s current tax recoverable from estimated transaction costs which is comprised of estimated non-facilitative transaction costs and a deductible success-based investment banker fee using the 70% safe harbor election multiplied by a tax rate of 27.7%   28,476  
    To reflect Beneficial’s current tax recoverable from estimated transaction costs which is comprised of estimated non-facilitative transaction costs and a deductible success-based investment banker fee using the 70% safe harbor election multiplied by a tax rate of 27.7%   5,846  
    To reflect fair market adjustment on deferred tax accounts   15,142  
        $ 49,465  
38
 
(H)   Adjustment to interest-bearing deposits:    
    To reflect estimated fair value of Beneficial’s deposits   $ (10,446)  
         
(I)   Adjustment to borrowed funds:    
    To reflect estimated fair value of Beneficial’s borrowed funds   $ (10,988)  
         
(J)   Adjustments to common stock:    
    To eliminate Beneficial’s common stock   $ (847)  
    To reflect issuance of shares of WSFS common stock in the merger      
    To reflect the liquidation of the remaining unallocated shares (at par value) in the Beneficial KSOP     25,844  
        $  24,997  
(K)   Adjustments to additional paid in capital:    
    To eliminate Beneficial’s additional paid in capital (less noncontrolling interest)   $ (808,222 )
    To reflect issuance of shares of WSFS common stock in the merger   1,089,123  
    To reflect payment of the stock option awards that fully vest upon closing of the merger   16,442  
    To reflect the liquidation of the remaining unallocated shares (in excess of par value) in the Beneficial KSOP   4,743  
        $ 302,086  
             
(L)   Adjustment to accumulated other comprehensive income:    
    To eliminate Beneficial’s accumulated other comprehensive income   $ 29,406  
             
(M)   Adjustments to retained earnings:    
    To eliminate Beneficial’s retained earnings   $ (405,395 )
    To reflect WSFS’s estimated transaction costs, net of tax   (51,762 )
    To reflect Beneficial’s estimated transaction costs, net of tax   (18,860 )
        $ (476,016 )
(N)   Adjustment to treasury stock    
    To eliminate Beneficial’s treasury stock   $ 136,622  

Preliminary purchase price allocation (in thousands, except per share data)

Pro forma stock consideration:     
  Shares of Beneficial common stock outstanding of 74,917,025 as of June 30, 2018 at exchange ratio of 0.3013   22,572 
  Price per share, based upon WSFS’s closing price as of September 17, 2018  $48.25 
  Total pro forma stock consideration  $1,089,123 
Cash consideration:   219,507 
Total consideration to holders of Beneficial common stock   1,308,630 
  Retirement of Beneficial KSOP debt and unallocated shares   (25,844)
  Economic value of Beneficial options (1,657,479 at average strike price of $9.58)   16,442 
Total pro forma purchase price  $1,299,228 

39
 

   6/30/2018
(as reported)
   Pro Forma
Adjustments
   6/30/2018
(as adjusted)
 
Assets of acquired bank (Beneficial):               
Cash and cash equivalents  $586,793   $   $586,793 
Investment securities   792,882    (10,998)   781,884 
Loans, net   3,980,242    (183,415)   3,796,827 
Premises, furniture and equipment   68,259        68,259 
Goodwill   169,002    (169,002)    
Intangible assets   2,486    58,996    61,482 
Other assets   170,647    15,142    185,789 
Total assets acquired   5,770,311    (472,692)   5,481,034 
Liabilities of acquired bank (Beneficial):               
Deposits  $4,160,506   $(10,446)  $4,150,060 
Other borrowed funds   515,000    (10,988)   504,012 
Other liabilities   72,213        72,213 
Total liabilities assumed   4,747,719    (21,434)   4,726,285 
Net assets acquired             754,749 
Preliminary pro forma goodwill            $544,479 

40
 

WSFS FINANCIAL CORPORATION/BENEFICIAL BANCORP, INC.

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME

FOR THE SIX MONTHS ENDED JUNE 30, 2018

(In thousands, except per share information)

 

   Six Months Ended June 30, 2018 
   WSFS   Beneficial           Pro Forma 
   6/30/2018
(as reported)
   6/30/2018
(as reported)
   Pro Forma
Adjustments
     Notes   6/30/2018
Combined
 
Interest income:                         
Interest and fees on loans  $124,907   $88,468   $20,017    (A)   $233,392 
Interest on investment securities   13,817    14,392    1,774    (B)    29,983 
Other interest income   1,040                 1,040 
Total interest income   139,764    102,860    21,791         264,415 
Interest expense:                         
Interest on deposits   11,608    9,982    2,902    (C)    24,492 
Interest on borrowed funds   9,453    4,553    2,747    (D)    16,753 
Total interest expense   21,061    14,535    5,649         41,245 
Net interest income   118,703    88,325    16,142         223,170 
Provision for loan losses   6,148    2,665             8,813 
Net interest income after provision for loan losses   112,555    85,660    16,142         214,357 
Noninterest income:                         
Credit/debit card and ATM income   20,514    4,737             25,251 
Investment management and fiduciary income   19,433    3,325             22,758 
Deposit service charges   9,294    4,691             13,985 
Unrealized gains on equity investments   15,346    124             15,470 
Other income   17,867    1,170             19,037 
Total noninterest income   82,454    14,047             96,501 
Noninterest expense:                         
Salaries, benefits and other compensation   60,797    39,705             100,502 
Occupancy expense   10,256    5,520             15,776 
Other operating expense   40,190    26,418    2,676    (E)    69,284 
Total noninterest expense   111,243    71,643    2,676         185,562 
Income before taxes   83,766    28,064    13,466         125,296 
Income tax provision   17,676    6,496    3,730    (F)    27,902 
Net income   66,090    21,568    9,736         97,394 
Less: Net loss attributable to noncontrolling interest       (161)            (161)
Net income attributable to WSFS Financial Corporation  $66,090   $21,729   $9,736        $97,555 
                          
Basic earnings per share  $2.10                  $1.80 
Diluted earnings per share  $2.05                  $1.78 
Weighted-average shares outstanding for basic EPS   31,497         22,572    (G)    54,069 
Adjusted weighted-average shares of outstanding for diluted EPS   32,226         22,572    (G)    54,798 

41
 

Income Statement Pro Forma Accounting Adjustments Notes for the Six Months Ended June 30, 2018

(A)   Adjustments to interest and fees on loans:    
    To eliminate Beneficial’s accretion on acquired loans   $ (1,751 )
    To eliminate Beneficial’s interest income recognized on estimated purchased credit impaired loans     (1,798 )
    To reflect the interest income for accretion on purchased performing acquired loans based on estimated fair market value adjustment     23,566  
        $ 20,017  
         
(B)   Adjustment to interest on investment securities:    
    To reflect the interest income for accretion on purchase performing acquired investments based on estimated fair market value adjustment   $ 1,774  
             
(C)   Adjustment to interest on deposit accounts:    
    To reflect amortization of the discount based on estimated fair market value adjustment   $ 2,902  
         
(D)   Adjustment to interest on borrowed funds:    
    To reflect amortization of the discount based on estimated fair market value adjustment   $ 2,747  
             
(E)   Adjustments to amortization of intangible assets:        
    To eliminate Beneficial’s amortization of intangibles   $ (398 )
    To reflect estimated amortization of core deposit intangibles based on 10 year useful life     3,074  
        $ 2,676  
             
(F)   Adjustment to income taxes:        
    To reflect the tax adjustment related to pro forma adjustments calculated at a 27.7% rate   $ 3,730  
             
(G)   Adjustments to weighted average shares:        
    To reflect the increase in the weighted average shares in connection with the issuance of shares of WSFS common stock in the merger (comprised of 74.9 million shares of Beneficial at a conversion rate of 0.3013)   22,572,500  
42
 

WSFS FINANCIAL CORPORATION/BENEFICIAL BANCORP, INC.

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands, except per share information)

   Year Ended December 31, 2017 
   WSFS   Beneficial           Pro Forma 
   12/31/2017
(as reported)
   12/31/2017
(as reported)
   Pro Forma
Adjustments
     Notes   12/31/2017
Combined
 
Interest income:                         
Interest and fees on loans  $229,147   $172,404   $41,740    (A)   $443,291 
Interest on investment securities   23,956    25,464    3,548    (B)    52,968 
Other interest income   1,623                 1,623 
Total interest income   254,726    197,868    45,288         497,882 
Interest expense:                         
Interest on deposits   14,904    18,121    5,803    (C)    38,828 
Interest on borrowed funds   18,551    9,879    5,494    (D)    33,924 
Total interest expense   33,455    28,000    11,297         72,752 
Net interest income   221,271    169,868    33,990         425,129 
Provision for loan losses   10,964    3,118             14,082 
Net interest income after provision for loan losses   210,307    166,750    33,990         411,047 
Noninterest income:                         
Credit/debit card and ATM income   36,116    8,936             45,052 
Investment management and fiduciary income   35,103    7,124             42,227 
Deposit service charges   18,318    10,607             28,925 
Other income   35,107    2,098             37,205 
Total noninterest income   124,644    28,765             153,409 
Noninterest expense:                         
Salaries, benefits and other compensation   114,376    75,225             189,601 
Occupancy expense   19,409    10,336             29,745 
Other operating expense   92,676    53,236    4,585    (E)    150,497 
Total noninterest expense   226,461    138,797    4,585         369,843 
Income before taxes   108,490    56,718    29,405         194,613 
Income tax provision   58,246    32,794    11,909    (F)    102,949 
Net income   50,244    23,924    17,496         91,664 
Less: Net loss attributable to noncontrolling interest       (8)            (8)
Net income attributable to WSFS Financial Corporation  $50,244   $23,932   $17,496        $91,672 
                          
Basic earnings per share  $1.60                  $1.69 
Diluted earnings per share  $1.56                  $1.66 
Weighted-average shares outstanding for basic EPS   31,419         22,847    (G)    54,266 
Adjusted weighted-average shares of outstanding for diluted EPS   32,303         22,847    (G)    55,150 

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Income Statement Pro Forma Accounting Adjustments Notes for the Twelve Months Ended December 31, 2017

(A)   Adjustments to interest and fees on loans:    
    To eliminate Beneficial’s accretion on acquired loans   $ (4,353 )
    To eliminate Beneficial’s interest income recognized on estimated purchased credit impaired loans     (1,039 )
    To reflect the interest income for accretion on purchased performing acquired loans based on estimated fair market value adjustment     47,132  
        $ 41,740  
         
(B)   Adjustment to interest on investment securities:    
    To reflect the interest income for accretion on purchase performing acquired investments based on estimated fair market value adjustment   $ 3,548  
             
(C)   Adjustment to interest on deposit accounts:    
    To reflect amortization of the discount based on estimated fair market value adjustment   $ 5,803  
         
(D)   Adjustment to interest on borrowed funds:    
    To reflect amortization of the discount based on estimated fair market value adjustment   $ 5,494  
             
(E)   Adjustments to amortization of intangible assets:        
    To eliminate Beneficial’s amortization of intangibles   $ (1,563 )
    To reflect estimated amortization of core deposit intangibles based on 10 year useful life     6,148  
        $ 4,585  
             
(F)   Adjustment to income taxes:        
    To reflect the tax adjustment related to pro forma adjustments calculated at a 40.5% rate   $ 11,909  
             
(G)   Adjustments to weighted average shares:        
    To reflect the increase in the weighted average shares in connection with the issuance of shares of WSFS common stock in the merger (comprised of 75.8 million shares of Beneficial at a conversion rate of 0.3013)   22,847,439  
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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

The following table shows per common share data regarding basic and diluted earnings, cash dividends and book value for (a) WSFS on a historical basis, (b) Beneficial on a historical basis, (c) WSFS and Beneficial on a pro forma combined basis and (d) Beneficial on a pro forma equivalent basis.

The following pro forma information has been derived from and should be read in conjunction with WSFS’s and Beneficial’s respective audited consolidated financial statements for the year ended December 31, 2017 and unaudited consolidated financial statements as of and for the six months ended June 30, 2018, each of which is incorporated herein by reference. This information is presented for illustrative purposes only. You should not rely on the pro forma combined or pro forma equivalent amounts as they are not necessarily indicative of the operating results or financial position that would have occurred if the merger had been completed as of the dates indicated, nor are they necessarily indicative of the future operating results or financial position of the combined company. The pro forma information, although helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings, opportunities to earn additional revenue, the impact of restructuring and merger-related costs (except merger-related costs that are reflected in the unaudited pro forma combined condensed balance sheet included elsewhere herein), or other factors that may result as a consequence of the merger and, accordingly, does not attempt to predict or suggest future results. The information below should be read in conjunction with the section entitled “Unaudited Pro Forma Combined Condensed Financial Statements.”

 

   WSFS   Beneficial   Pro Forma   Pro Forma 
   Historical   Historical   Combined   Per Equivalent
Beneficial Share(1)
 
For the six months ended June 30, 2018:                    
Basic earnings per share  $2.10   $0.30   $1.80   $0.54 
Diluted earnings per share   2.05    0.30    1.78    0.54 
Cash dividends per share(2)   0.20    0.37    0.20    0.06 
Book value per common share as of June 30, 2018   24.25    13.64    33.32    10.04 
                     
For the twelve months ended December 31, 2017:                    
Basic earnings per share   1.60    0.33    1.69    0.51 
Diluted earnings per share   1.56    0.32    1.66    0.50 
Cash dividends per share(2)   0.30    0.24    0.30    0.09 
Book value per common share as of December 31, 2017   23.06    13.64    32.72    9.86 

 

 

(1) Calculated by multiplying the amounts under the “Pro Forma Combined” column by the exchange ratio of 0.3013.

(2) Pro forma combined cash dividends are based only upon WSFS’s historical amounts. 

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COMPARATIVE MARKET PRICE AND DIVIDEND INFORMATION

The table below sets forth, for the calendar quarters indicated, the high and low sales price per share of, and the dividends declared on, shares of WSFS common stock, which trade on Nasdaq under the symbol “WSFS,” and shares of Beneficial common stock, which trade on Nasdaq under the symbol “BNCL.” As of October 31, 2018, there were approximately 939 registered WSFS stockholders and approximately 2,773 registered Beneficial stockholders.

 

   WSFS Common Stock   Beneficial Common Stock 
   High   Low   Dividend   High   Low   Dividend 
2016                              
First quarter  $33.71   $26.40   $0.06   $13.85   $12.30   $ 
Second quarter  $37.10   $30.56   $0.06   $14.00   $12.50   $ 
Third quarter  $39.31   $31.47   $0.06   $15.12   $12.34   $0.06 
Fourth quarter  $47.64   $31.90   $0.07   $19.00   $14.05   $0.06 
                               
2017                              
First quarter  $48.20   $43.25   $0.07   $18.80   $15.60   $0.06 
Second quarter  $50.55   $42.90   $0.07   $17.00   $14.30   $0.06 
Third quarter  $49.45   $42.45   $0.07   $17.15   $14.40   $0.06 
Fourth quarter  $52.50   $45.75   $0.09   $17.50   $15.15   $0.06 
                               
2018                              
First quarter  $53.00   $45.71   $0.11   $17.25   $14.75   $0.31 
Second quarter  $56.70   $46.65   $0.11   $17.00   $15.15   $0.06 
Third quarter   $ 57.70     $ 45.72     $ 0.11     $ 18.60     $ 15.95     $ 0.06  
Fourth quarter (through November 1, 2018)  $ 49.40    $ 40.04    $0.11   $ 17.50    $ 14.81    $0.06 

 

After the merger, WSFS currently expects to pay (when, as and if declared by the WSFS board of directors) regular quarterly cash dividends of $0.11 per share. While WSFS currently pays dividends on WSFS common stock, there is no assurance that it will continue to pay dividends in the future. Future dividends on WSFS common stock will depend upon its earnings and financial condition, liquidity and capital requirements, the general economic and regulatory climate, its ability to service any equity or debt obligations senior to the common stock and other factors deemed relevant by the WSFS board of directors. There are also regulatory requirements related to WSFS’s ability to pay dividends.

 

There are regulatory requirements related to the ability of Beneficial and of Beneficial Bank to pay dividends.

The following table sets forth the closing sale prices per share of WSFS common stock and Beneficial common stock on August 7, 2018, the last trading day before the public announcement of the signing of the merger agreement, and on November 1, 2018, the latest practicable trading day before the printing date of this joint proxy statement/prospectus. The table also shows the implied value of the merger consideration payable for each share of Beneficial common stock on August 7, 2018 and November 1, 2018 determined by multiplying the closing price of the WSFS common stock on such dates by the exchange ratio of 0.3013 and adding $2.93.

             
   WSFS
Common
Stock
   Beneficial
Common
 Stock
   Implied Value of
Merger
 Consideration
 
August 7, 2018  $55.35   $16.30   $19.61 
November 1, 2018  $ 42.83    $ 15.73    $ 15.83  
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This joint proxy statement/prospectus includes contains estimates, predictions, opinions, projections and other “forward-looking statements” as that phrase is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements relating to the impact WSFS expects its proposed acquisition of Beneficial to have on the combined entity’s operations, financial condition, and financial results, and WSFS’s expectations about its ability to successfully integrate the combined businesses and the amount of cost savings and overall operational efficiencies WSFS expects to realize as a result of the proposed acquisition. The forward-looking statements also include predications or expectations of future business or financial performance as well as goals and objectives for future operations, financial and business trends, business prospects, and management’s outlook or expectations for earnings, revenues, expenses, capital levels, liquidity levels, asset quality or other future financial or business performance, strategies or expectations. The words “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project” and similar expressions, among others, generally identify forward-looking statements.

 

In addition to factors previously disclosed in WSFS’s and Beneficial’s reports filed with the SEC, and those identified elsewhere in this filing (including the section entitled “Risk Factors”), the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance:

 

·required regulatory, stockholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all;

·failure to close or delay in closing the mergers;

·difficulties and delays in integrating the WSFS and Beneficial businesses or fully realizing cost savings and other benefits, including exposure to potential asset quality and credit quality risks and unknown or contingent liabilities, the time and costs associated with integrating systems, technology platforms, procedures and personnel;

·disruption from the proposed mergers making it more difficult to maintain relationships with employees, customers or other parties with whom WSFS or Beneficial have business relationships;

 

·diversion of management time on issues relating to the mergers;

·changes in WSFS’s or Beneficial’s stock price before the closing, including as a result of the financial performance of WSFS or Beneficial prior to the closing;

·the reaction of the companies’ customers, employees and counterparties to the announcement of the mergers and the closing;

 

·the potential dilutive effect of the shares of WSFS common stock to be issued in the merger;

 

·the ability to recruit and retain executive officers and key employees and their customer and community relationships, whether as a result of the mergers or otherwise;

 

·uncertain market conditions and economic trends nationally, regionally and particularly in the Philadelphia-Camden-Wilmington metropolitan statistical area, or MSA;

 

·the sufficiency of the assumptions and estimates WSFS or Beneficial make in establishing reserves for potential loan losses;
47
 
·future financial and operating results of WSFS, Beneficial or the combined company following the completion of the mergers; and

·other factors, which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements.

 

We refer you to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Annual Report on Form 10-K filed by WSFS for the year ended December 31, 2017, the Annual Report on Form 10-K filed by Beneficial for the year ended December 31, 2017 and any updates to those risk factors set forth in WSFS’s and Beneficial’s Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings, which have been filed with the SEC and are available on the SEC’s website at www.sec.gov. All forward-looking statements, expressed or implied, included in this joint proxy statement/prospectus are expressly qualified in their entirety by the cautionary statements contained or referred to herein. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on WSFS, Beneficial or their respective businesses or operations. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date on which they are made. Neither WSFS nor Beneficial undertakes any obligation, and specifically declines any obligation, to revise or update any forward-looking statements, whether as a result of new information, future developments or otherwise.

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RISK FACTORS

 

In addition to the other information contained in or incorporated by reference into this document, including the matters addressed under the section entitled “Cautionary Statement Regarding Forward-Looking Statements,” and the matters discussed under the captions the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of WSFS’s Annual Report on Form 10-K for the year ended December 31, 2017, Beneficial’s Annual Report on Form 10-K for the year ended December 31, 2017 and any updates to those risk factors set forth in WSFS’s and Beneficial’s Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings, which have been filed with the SEC, WSFS and Beneficial stockholders should carefully consider the following factors in deciding whether to vote for each company’s respective proposals. Please also see the section entitled “Where You Can Find More Information.”

 

Risks Relating to the Mergers

 

Because the market price of WSFS common stock will fluctuate, the value of the stock consideration to be received by Beneficial stockholders may change.

 

Pursuant to the merger agreement, upon completion of the merger, each outstanding share of Beneficial common stock, except for certain shares of Beneficial common stock owned by Beneficial or WSFS, will be converted into the right to receive (i) 0.3013 shares of WSFS common stock and (ii) $2.93 in cash. The closing price of WSFS common stock on the date that the merger is completed may vary from the closing price of WSFS common stock on the date WSFS and Beneficial announced the signing of the merger agreement, the date that this document is being mailed to each of the WSFS and Beneficial stockholders and the date of the special meetings of WSFS and Beneficial stockholders. Because the stock consideration is determined by a fixed exchange ratio, at the time of the Beneficial special meeting, Beneficial stockholders will not know or be able to calculate the value of the WSFS common stock they will receive upon completion of the merger. Any change in the market price of WSFS common stock prior to completion of the merger may affect the value of the stock consideration that Beneficial stockholders will receive upon completion of the merger. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in our respective businesses, operations and prospects, and regulatory considerations, among other things. Many of these factors are beyond the control of WSFS and Beneficial. Beneficial stockholders should obtain current market quotations for shares of WSFS common stock and Beneficial common stock before voting their shares at the Beneficial special meeting.

 

Other than as described in this joint proxy statement/prospectus, there will be no adjustment to the stock consideration based upon changes in the market price of WSFS common stock or Beneficial common stock prior to the time the mergers are completed. The value of the cash consideration will not change. In addition, the merger agreement cannot be terminated due to a change in the price of WSFS common stock except if the price of WSFS common stock declines by more than 20% from $55.35 and underperforms the Nasdaq Bank Index by more than 20% over a designated measurement period, unless WSFS agrees to increase the number of shares of WSFS common stock to be issued to holders of Beneficial common stock. See the section entitled “The Merger Agreement—Termination of the Merger Agreement.”

 

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

 

Before the transactions contemplated by the merger agreement, including the mergers, may be completed, various approvals must be obtained from bank regulatory authorities. In determining whether to grant these approvals, the applicable regulatory authorities consider a variety of factors, including the competitive impact of the proposal in the relevant geographic markets; financial, managerial and other supervisory considerations of each party; convenience and needs of the communities to be served and the record of the insured depository

49
 

institution subsidiaries under the Community Reinvestment Act of 1977 and the regulations promulgated thereunder, or the Community Reinvestment Act; effectiveness of the parties in combating money laundering activities; and the extent to which the proposal would result in greater or more concentrated risks to the stability of the United States banking or financial system. These regulatory authorities may impose conditions on the granting of such approvals. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying completion of the mergers or of imposing additional costs or limitations on the combined company following the mergers. The regulatory approvals may not be received at all, may not be received in a timely fashion, or may contain conditions on the completion of the mergers that are not anticipated or cannot be met. Furthermore, such conditions or changes may constitute a burdensome condition that may allow WSFS to terminate the merger agreement and WSFS may exercise its right to terminate the merger agreement. If the consummation of the mergers is delayed, including by a delay in receipt of necessary regulatory approvals, the business, financial condition and results of operations of each company may also be materially and adversely affected. See the section entitled “The Mergers—Regulatory Approvals Required for the Mergers.”

 

WSFS and WSFS Bank will grow to over $10 billion in total consolidated assets as a result of the mergers, which will lead to increased regulation.

 

Upon consummation of the mergers, and as of June 30, 2018 on a pro forma basis giving effect to the mergers, WSFS and WSFS Bank will each have approximately $12.8 billion in total consolidated assets. WSFS and WSFS Bank will accordingly become subject to certain regulations that apply only to depository institution holding companies or depository institutions with $10 billion or more in total consolidated assets.

 

Debit card interchange fee restrictions set forth in section 1075 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, known as the Durbin Amendment, as implemented by regulations of the Federal Reserve, cap the maximum debit interchange fee that an issuer may receive per transaction at the sum of 21 cents plus five basis points. An issuer that adopts certain fraud prevention procedures may charge an additional one cent per transaction. Debit card issuers with less than $10 billion in total consolidated assets, currently including WSFS Bank and Beneficial Bank, are exempt from these interchange fee restrictions. The exemption for small issuers ceases to apply as of July 1st of the year following the calendar year in which the issuer has total consolidated assets of $10 billion or more at year-end. As a result, if the bank merger is consummated in 2019, WSFS Bank will become subject to the interchange restrictions of the Durbin Amendment beginning July 1, 2020. WSFS is currently evaluating the financial impact of becoming subject to the Durbin Amendment.

 

Additionally, an insured depository institution with $10 billion or more in total assets is subject to supervision, examination, and enforcement with respect to consumer protection laws by the Bureau of Consumer Financial Protection, or BCFP. Under its current policies, the BCFP will assert jurisdiction in the first quarter after the call reports of merging insured depository institutions, on a combined basis, show total consolidated assets of $10 billion or more for four consecutive quarters, including quarters ended prior to the merger. As a result, WSFS expects WSFS Bank to become subject to BCFP supervision, examination, and enforcement at the beginning of the quarter following consummation of the bank merger.

 

Other regulatory requirements apply, and have previously applied, to insured depository institution holding companies and insured depository institutions with $10 billion or more in total consolidated assets. In addition, Congress and/or regulatory agencies may impose new requirements or surcharges on such institutions in the future. The Economic Growth, Regulatory Reform, and Consumer Protection Act, enacted on May 24, 2018, includes provisions that, as they are implemented, relieve banking organizations with less than $10 billion in total consolidated assets (and that satisfy certain other conditions) from risk-based capital requirements, restrictions on proprietary trading and investment and sponsorship in hedge funds and private equity funds known as the Volcker Rule, and certain other regulatory requirements. By exceeding $10 billion in total consolidated assets, WSFS and WSFS Bank will not qualify for any of this relief.

50
 

There is no assurance that the benefits of the mergers will outweigh the regulatory costs resulting from WSFS and WSFS Bank growing to more than $10 billion in total consolidated assets.

 

Failure of the mergers to be completed, the termination of the merger agreement or a significant delay in the consummation of the mergers could negatively impact WSFS and Beneficial.

 

The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the mergers. Please see the section entitled “The Merger Agreement—Conditions to Consummation of the Mergers.” These conditions to the consummation of the mergers may not be fulfilled and, accordingly, the mergers may not be completed. In addition, if the mergers are not completed by August 7, 2019, either WSFS or Beneficial may choose to terminate the merger agreement at any time after that date if the failure to consummate the transactions contemplated by the merger agreement is not caused by any breach of the merger agreement by the party electing to terminate the merger agreement, before or after stockholder approval.

 

If the mergers are not consummated, the ongoing business, financial condition and results of operations of each party may be materially adversely affected and the market price of each party’s common stock may decline significantly, particularly to the extent that the current market price reflects a market assumption that the mergers will be consummated. If the consummation of the mergers are delayed, including by the receipt of a competing acquisition proposal, the business, financial condition and results of operations of each company may be materially adversely affected.

 

In addition, each party has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement. If the mergers are not completed, the parties would have to recognize these expenses without realizing the expected benefits of the mergers. Any of the foregoing, or other risks arising in connection with the failure of or delay in consummating the mergers, including the diversion of management attention from pursuing other opportunities and the constraints in the merger agreement on the ability to make significant changes to each party’s ongoing business during the pendency of the mergers, could have a material adverse effect on each party’s business, financial condition and results of operations.

 

Additionally, WSFS’s or Beneficial’s business may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the mergers, without realizing any of the anticipated benefits of completing the mergers, and the market price of WSFS common stock or Beneficial common stock might decline to the extent that the current market price reflects a market assumption that the mergers will be completed. If the merger agreement is terminated and a party’s board of directors seeks another merger or business combination, such party’s stockholders cannot be certain that such party will be able to find a party willing to engage in a transaction on more attractive terms than the mergers.

 

Some of the conditions to the mergers may be waived by Beneficial or WSFS without resoliciting stockholder adoption and approval of the merger agreement.

 

Some of the conditions to the mergers set forth in the merger agreement may be waived by Beneficial or WSFS, subject to the agreement of the other party in specific cases. See the section entitled “The Merger Agreement—Conditions to Consummation of the Mergers.” If any such conditions are waived, Beneficial and WSFS will evaluate whether an amendment of this joint proxy statement/prospectus and resolicitation of proxies is warranted. In the event that the Beneficial board of directors or the WSFS board of directors, as applicable, determines that resolicitation of stockholders is not warranted, Beneficial and WSFS will have the discretion to complete the mergers without seeking further Beneficial and WSFS stockholder approval.

 

WSFS and Beneficial will be subject to business uncertainties and contractual restrictions while the mergers are pending.

 

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Uncertainty about the effect of the mergers on employees, customers (including depositors and borrowers), suppliers and vendors may have an adverse effect on the business, financial condition and results of operations of Beneficial and WSFS. These uncertainties may impair WSFS’s or Beneficial’s ability to attract, retain and motivate key personnel and customers (including depositors and borrowers) pending the consummation of the mergers, as such personnel and customers may experience uncertainty about their future roles and relationships following the consummation of the mergers. Additionally, these uncertainties could cause customers (including depositors and borrowers), suppliers, vendors and others who deal with Beneficial and/or WSFS to seek to change existing business relationships with Beneficial and/or WSFS or fail to extend an existing relationship with Beneficial and/or WSFS. In addition, competitors may target each party’s existing customers by highlighting potential uncertainties and integration difficulties that may result from the mergers.

 

The pursuit of the mergers and the preparation for the integration may place a burden on each company’s management and internal resources. Any significant diversion of management attention away from ongoing business concerns and any difficulties encountered in the transition and integration process could have a material adverse effect on each company’s business, financial condition and results of operations.

 

In addition, the merger agreement restricts each party from taking certain actions without the other party’s consent while the mergers are pending. These restrictions could have a material adverse effect on each party’s business, financial condition and results of operations. Please see the section entitled “The Merger Agreement—Covenants and Agreements—Conduct of Business Prior to the Effective Time” for a description of the restrictive covenants applicable to Beneficial and WSFS.

 

Beneficial’s directors and executive officers may have interests in the mergers different from the interests of other Beneficial stockholders.

 

Beneficial’s directors and executive officers have interests in the mergers that may be different from, or in addition to, the interests of the Beneficial stockholders generally. The Beneficial board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement and the transactions contemplated by the merger agreement and in determining to recommend to the Beneficial stockholders that they vote to approve the Beneficial merger proposal. These interests are described in more detail under the section entitled “The Mergers—Interests of Beneficial’s Directors and Executive Officers in the Mergers.”

 

WSFS’s directors and executive officers may have interests in the mergers different from the interests of other WSFS stockholders.

 

WSFS’s directors and executive officers have interests in the mergers that may be different from, or in addition to, the interests of the WSFS stockholders generally. The WSFS board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement and the transactions contemplated by the merger agreement and in determining to recommend to the WSFS stockholders that they vote to approve the WSFS merger and share issuance proposal. These interests are described in more detail under the section entitled “The Mergers—Interests of WSFS’s Directors and Executive Officers in the Mergers.”

 

Shares of WSFS common stock to be received by Beneficial stockholders as a result of the merger will have rights different from the shares of Beneficial common stock.

 

The rights of Beneficial stockholders are currently governed by the Beneficial charter and the bylaws of Beneficial, which we refer to as the Beneficial bylaws. Upon completion of the merger, the rights of former Beneficial stockholders will be governed by the WSFS charter and the WSFS bylaws. WSFS is organized under Delaware law, while Beneficial is organized under Maryland law. The rights associated with Beneficial common stock are different from the rights associated with WSFS common stock. Please see the section entitled “Comparison of Stockholders’ Rights” for a discussion of the different rights associated with WSFS common stock.

 

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The merger agreement contains provisions that may discourage other companies from pursuing, announcing or submitting a business combination proposal to Beneficial that might result in greater value to Beneficial stockholders.

 

The merger agreement contains provisions that may discourage a third party from pursuing, announcing or submitting a business combination proposal to Beneficial that might result in greater value to the Beneficial stockholders than the mergers. These provisions include a general prohibition on Beneficial from soliciting, or, subject to certain exceptions, entering into discussions with any third party regarding any acquisition proposal or offers for competing transactions, as described under the section entitled “The Merger Agreement—Agreement Not to Solicit Other Offers.” Furthermore, if the merger agreement is terminated, under certain circumstances, Beneficial may be required to pay WSFS a termination fee equal to $52,500,000, as described under the section entitled “The Merger Agreement—Termination Fee.” Each party also has an unqualified obligation to submit their respective merger-related proposals to a vote by such party’s stockholders, including if Beneficial receives an unsolicited proposal that the Beneficial board of directors believes is superior to the merger. See the section entitled “The Merger Agreement—Stockholder Meetings and Recommendation of WSFS and Beneficial Boards of Directors.”

 

Each of the members of the board of directors of each of Beneficial and WSFS and certain executive officers of each of Beneficial and WSFS, in their capacities as Beneficial and WSFS stockholders, as the case may be, have entered into the voting agreements, and have agreed to vote their shares of Beneficial common stock and WSFS common stock, as applicable, in favor of the Beneficial merger proposal, in the case of Beneficial, and in favor of the WSFS merger and share issuance proposal, in the case of WSFS, and certain related matters and against alternative transactions. The stockholders that are party to the voting agreements beneficially own in the aggregate approximately 3.5% of the outstanding shares of Beneficial common stock and 1.6% of the outstanding shares of WSFS common stock as of the applicable record date. For further information, please see the section entitled “The Merger Agreement—Voting Agreements.”

 

The merger is expected to, but may not, qualify as a reorganization under Section 368(a) of the Code.

 

The parties expect the merger to be treated as a “reorganization” within the meaning of Section 368(a) of the Code, and the obligation of WSFS and Beneficial to complete the mergers is conditioned upon the receipt of a U.S. federal income tax opinion to that effect from Covington & Burling. A tax opinion represents the legal judgment of counsel rendering the opinion and is not binding on the United States Internal Revenue Service, or the IRS, or the courts. The expectation that the merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Code reflects assumptions and was prepared taking into account the relevant information available to WSFS and Beneficial at the time. However, this information is not a fact and should not be relied upon as necessarily indicative of future results. Furthermore, such expectation constitutes a forward-looking statement. For information on forward-looking statements, see the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” If the merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, then a Beneficial stockholder may be required to recognize any gain or loss equal to the difference between (1) the sum of the fair market value of WSFS common stock received by the Beneficial stockholder in the merger and the amount of cash, if any, received by the Beneficial stockholder in the merger, and (2) the Beneficial stockholder’s adjusted tax basis in the shares of Beneficial common stock exchanged therefor. For further information, please refer to the section entitled “Material U.S. Federal Income Tax Consequences Relating to the Merger.” You should consult your tax advisor to determine the particular tax consequences to you.

 

The opinions of Sandler O’Neill and Boenning & Scattergood delivered to the respective boards of directors of Beneficial and WSFS prior to the signing of the merger agreement will not reflect changes in circumstances after the dates of the opinions.

 

Prior to the execution of the merger agreement, each of the Beneficial and WSFS board of directors received an opinion to address the fairness of the merger consideration from a financial point of view as of their respective dates and subject to the limitations and assumptions contained therein. Subsequent changes in the operations and prospects

 

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of Beneficial or WSFS, general market and economic conditions and other factors that may be beyond the control of Beneficial or WSFS, may significantly alter the value of Beneficial or WSFS or the prices of the shares of Beneficial common stock or WSFS common stock by the time the mergers are completed. The opinions do not speak as of the effective time or as of any other date other than the date of such opinions. For a description of the opinions received by the respective boards of directors of Beneficial and WSFS, please refer to the sections entitled, respectively, “The Mergers—Opinion of Beneficial’s Financial Advisor” and “The Mergers—Opinion of WSFS’s Financial Advisor.”

 

Litigation relating to the mergers could result in significant costs, management distraction, and/or a delay of or injunction against the mergers.

On October 15, 2018, one purported Beneficial stockholder filed a putative class action lawsuit against Beneficial and the members of the Beneficial board of directors in the United States District Court for the Southern District of New York, captioned Dappollone v. Beneficial Bancorp, Inc., et al., Docket No. 1:18-cv-09395. The plaintiff, on behalf of himself and similarly situated Beneficial stockholders, generally alleges that the defendants violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by disclosing materially incomplete and misleading information about the merger to Beneficial stockholders. The plaintiff seeks injunctive relief, unspecified damages and an award of attorneys’ fees and expenses.

On October 19, 2018, another purported Beneficial stockholder filed a putative derivative and class action lawsuit against Beneficial, the members of the Beneficial board of directors and WSFS Bank in the Circuit Court for Baltimore City, Maryland, on behalf of himself and similarly situated Beneficial stockholders, and derivatively on behalf of Beneficial, captioned Parshall v. Farnesi et al., Case No. 24C18005703. The plaintiff generally alleges that the Beneficial board of directors breached its fiduciary obligations by approving the terms of the merger, including allegedly inadequate merger consideration and certain deal protection devices, and making materially incomplete disclosures about the merger to Beneficial stockholders. The plaintiff seeks injunctive relief, unspecified damages, and an award of attorneys’ fees and expenses.

On October 31, 2018, three other purported Beneficial stockholders filed separate lawsuits against Beneficial and the members of the Beneficial board of directors in the District Court for the District of Maryland, captioned Wolenter v. Beneficial Bancorp, Inc. et al. (Case No. 1:18-cv-03379-JKB), Karp v. Beneficial Bancorp, Inc. et. al. (Case No. 1:18-cv-03381-ELH), and Bushanksy v. Beneficial Bancorp, Inc. et al. (Case No. 1:18-cv-03382-DKC). The plaintiffs each generally allege that the registration statement filed with the SEC on September 27, 2018 contains materially misleading omissions or misrepresentations in violation of Section 14(a) and Section 20(a) of the Exchange Act. The plaintiffs each seek injunctive relief, unspecified damages, and an award of attorneys' fees and expenses.

The outcomes of these actions are uncertain and could result in significant costs to Beneficial and/or WSFS, including costs associated with the indemnification of Beneficial’s directors and officers. Other plaintiffs may also file lawsuits against Beneficial, WSFS and/or their directors and officers in connection with the mergers. The defense or settlement of any lawsuits or claims relating to the mergers may have a material adverse effect on the business, financial condition and results of operations of Beneficial, WSFS and/or the combined company.

 

If the actions remain unresolved, they could prevent or delay the completion of the mergers. One of the conditions to the consummation of the mergers is the absence of any law or order (whether temporary, preliminary or permanent) by any court or regulatory authority of competent jurisdiction prohibiting, restricting or making illegal consummation of the consummation of the transactions contemplated by the merger agreement (including the mergers). Consequently, if a settlement or other resolution is not reached in these or any other lawsuits that are filed or any regulatory proceeding and these plaintiffs or any other claimants secure injunctive or other relief or a regulatory authority issues an order or other directive prohibiting, restricting or making illegal consummation of the consummation of the transactions contemplated by the merger agreement (including the mergers), then such injunctive or other relief may prevent the mergers from becoming effective in a timely manner or at all.

 

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Risks Relating to the Combined Company’s Business Following the Mergers

 

The market price of the common stock of the combined company after the mergers may be affected by factors different from those currently affecting the shares of WSFS or Beneficial common stock.

 

Upon the completion of the mergers, WSFS stockholders and Beneficial stockholders will become stockholders of the combined company. WSFS’s business differs from that of Beneficial, and, accordingly,

 

the results of operations of the combined company and the market price of the combined company’s shares of common stock may be affected by factors different from those currently affecting the independent results of operations of each of Beneficial and WSFS. For a discussion of the businesses of WSFS and Beneficial, please see the section entitled “Information About the Companies.” For a discussion of the businesses of WSFS and Beneficial and of certain factors to consider in connection with such businesses, please see the documents incorporated by reference in this joint proxy statement/prospectus and referred to in the section entitled “Where You Can Find More Information.”

 

WSFS and Beneficial stockholders will have a reduced ownership and voting interest after the mergers and will exercise less influence over management.

 

WSFS stockholders currently have the right to vote in the election of the WSFS board of directors and on other matters affecting WSFS. Beneficial stockholders currently have the right to vote in the election of the Beneficial board of directors and on other matters affecting Beneficial. Upon the completion of the merger, each party’s stockholders will be a stockholder of WSFS with a percentage ownership of WSFS that is smaller than such stockholder’s current percentage ownership of WSFS or Beneficial, as applicable. It is currently expected that the former Beneficial stockholders as a group will receive shares in the merger constituting approximately 41% of the outstanding shares of the combined company’s common stock immediately after the consummation of the merger. As a result, current WSFS stockholders as a group will own approximately 59% of the outstanding shares of the combined company immediately after the consummation of the merger. As a result, Beneficial and WSFS stockholders will have less influence on the management and policies of the combined company than they now have on the management and policies of WSFS or Beneficial, as applicable.

 

Sales of substantial amounts of WSFS’s common stock in the open market by former Beneficial stockholders could depress WSFS’s stock price.

 

Shares of WSFS common stock that are issued to Beneficial stockholders in the merger will be freely tradable without restrictions or further registration under the Securities Act. Based on the number of shares of Beneficial common stock that are outstanding (which includes the shares of Beneficial common stock underlying Beneficial restricted stock awards) less the unallocated shares of Beneficial common stock held in the suspense account of the Beneficial KSOP that will be delivered to Beneficial to repay the outstanding exempt loans in the Beneficial KSOP and subsequently cancelled pursuant to the merger agreement, in each case, as of October 31, 2018, WSFS currently expects to issue approximately 22,028,188 shares of WSFS common stock in connection with the merger. If the mergers are completed and if Beneficial’s former stockholders sell substantial amounts of WSFS common stock in the public market following completion of the mergers, the market price of WSFS common stock may decrease. These sales might also make it more difficult for WSFS to sell equity or equity-related securities at a time and price that it otherwise would deem appropriate.

 

Combining the two companies may be more difficult, costly or time consuming than expected and the anticipated benefits and cost savings of the mergers may not be realized

 

The success of the mergers will depend on, among other things, the combined company’s ability to combine the businesses of WSFS and Beneficial. If the combined company is not able to successfully achieve this objective, the anticipated benefits of the mergers may not be realized fully, or at all, or may take longer to realize than expected.

 

WSFS and Beneficial have operated and, until the completion of the mergers, will continue to operate, independently. The success of the mergers, including anticipated benefits and cost savings, will depend, in part,

 

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on the successful combination of the businesses of WSFS and Beneficial. To realize these anticipated benefits and cost savings, after the completion of the mergers, WSFS expects to integrate Beneficial’s business into its own. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the mergers. The loss of key employees could have an adverse effect on the companies’ financial results and the value of their common stock. If WSFS experiences difficulties with the integration process, the anticipated benefits of the mergers may not be realized fully, or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that cause Beneficial or WSFS to lose current customers or cause current customers to remove their accounts from Beneficial or WSFS and move their business to competing financial institutions. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of Beneficial and WSFS during this transition period and for an undetermined period after consummation of the mergers.

 

The combined company expects to incur substantial expenses related to the mergers.

 

The combined company expects to incur substantial expenses in connection with consummation of the mergers and combining the business, operations, networks, systems, technologies, policies and procedures of the two companies. Although WSFS and Beneficial have assumed that a certain level of transaction and combination expenses would be incurred, there are a number of factors beyond their control that could affect the total amount or the timing of their combination expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. Due to these factors, the transaction and combination expenses associated with the mergers could, particularly in the near term, exceed the savings that the combined company expects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings related to the combination of the businesses following the consummation of the mergers. As a result of these expenses, both WSFS and Beneficial expect to take charges against their earnings before and after the completion of the mergers. The charges taken in connection with the mergers are expected to be significant, although the aggregate amount and timing of such charges are uncertain at present.

 

The mergers will result in changes to the board of directors of the combined company.

 

Upon completion of the mergers, the composition of the combined company board of directors will be different than the current WSFS and Beneficial boards of directors. Upon the completion of the mergers, the WSFS boards will consist of the current members of the WSFS board of directors and three current members of the Beneficial board of directors (including Gerard P. Cuddy and two other current members of the Beneficial board of directors as mutually agreed by Beneficial and WSFS). This new composition of the combined company board of directors may affect the future decisions of the combined company.

 

The unaudited pro forma combined condensed financial information included in this document is illustrative only and the actual financial condition and results of operations after the mergers may differ materially.

 

The unaudited pro forma combined condensed financial statements in this document are presented for illustrative purposes only. The unaudited pro forma combined condensed financial statements are not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the mergers been completed as of the dates indicated or that may be achieved in the future. A final determination of the fair values of Beneficial’s assets and liabilities, which cannot be made prior to the completion of the mergers, will be based on the actual net tangible and intangible assets of Beneficial that exist as of the date the merger becomes effective. Consequently, fair value adjustments and amounts preliminarily allocated to goodwill and identifiable intangibles could change significantly from those allocations used in the unaudited pro forma combined condensed financial statements presented herein and could result in a material change in amortization of acquired intangible assets. In addition, the value of the final merger consideration will be based on the closing price of WSFS common stock on the date the merger becomes effective. For more information, please see the section entitled “Unaudited Pro Forma Combined Condensed Financial Statements.”

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THE Beneficial SPECIAL MEETING

This section contains information for Beneficial stockholders about the Beneficial special meeting. Beneficial is mailing this joint proxy statement/prospectus to you, as a Beneficial stockholder, on or about [   ], 2018. This joint proxy statement/prospectus is accompanied by a notice of the Beneficial special meeting and a proxy card that the Beneficial board of directors is soliciting for use at the Beneficial special meeting and at any adjournments or postponements of the Beneficial special meeting. Reference to “you” and “your” in this section are to Beneficial stockholders.

Date, Time and Place of the Beneficial Special Meeting

Beneficial will hold the Beneficial special meeting at Beneficial Bank Place, 1818 Market Street, Philadelphia, Pennsylvania 19103, commencing at 8:30 a.m., Eastern Time, on December 6, 2018. On or about [   ], 2018, Beneficial commenced mailing this joint proxy statement/prospectus and the enclosed form of proxy card to its stockholders entitled to vote at the Beneficial special meeting.

 

Purpose of the Beneficial Special Meeting

At the Beneficial special meeting, Beneficial stockholders will be asked to consider and vote on the following matters:

 

·the Beneficial merger proposal;
·the Beneficial advisory proposal on specified compensation; and
·the Beneficial adjournment proposal, if necessary or appropriate.

 

Recommendation of the Beneficial Board of Directors

 

The Beneficial board of directors unanimously approved the mergers and the merger agreement and unanimously recommends that Beneficial stockholders vote “FOR” the Beneficial merger proposal, “FOR” the Beneficial advisory proposal on specified compensation and “FOR” the Beneficial adjournment proposal. Please see the section entitled “The Mergers—Beneficial’s Reasons for the Mergers and Recommendations of the Beneficial Board of Directors” for a more detailed discussion of the factors considered by the Beneficial board of directors in reaching its decision to approve the merger agreement.

 

Completion of the mergers is conditioned upon the approval of the Beneficial merger proposal, but is not conditioned upon the approval of the Beneficial advisory proposal on specified compensation or the Beneficial adjournment proposal.

 

Record Date and Quorum

 

Beneficial has set October 31, 2018 as the Beneficial record date to determine which Beneficial stockholders will be entitled to receive notice of and vote at the Beneficial special meeting. Only Beneficial stockholders at the close of business on the Beneficial record date will be entitled to vote at the Beneficial special meeting. As of the Beneficial record date, there were 74,800,572 shares of Beneficial common stock outstanding and entitled to notice of, and to vote at, the Beneficial special meeting, held by approximately 2,773 stockholders of record. Each holder of shares of Beneficial common stock outstanding on the Beneficial record date will be entitled to one vote for each share held of record.

 

The presence at the Beneficial special meeting, in person or by proxy, of a majority of the shares of Beneficial common stock outstanding and entitled to vote as of the Beneficial record date will constitute a quorum

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for the purposes of the Beneficial special meeting. All shares of Beneficial common stock present in person or represented by proxy, including abstentions, if any, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the Beneficial special meeting.

 

If a quorum is not present at the Beneficial special meeting, it will be postponed until the holders of the number of shares of Beneficial common stock required to constitute a quorum attend. If additional votes must be solicited in order for Beneficial stockholders to approve the Beneficial merger proposal and the Beneficial adjournment proposal is approved, the Beneficial special meeting will be adjourned to solicit additional proxies.

 

Vote Required; Treatment of Abstentions and Failure to Vote

 

Approval of the Beneficial merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of Beneficial common stock. Approval of the Beneficial advisory proposal on specified compensation and the Beneficial adjournment proposal each require the affirmative vote of holders of a majority of the votes cast, in person or by proxy, at the Beneficial special meeting.

 

With respect to the Beneficial merger proposal, if you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote by telephone or the internet or in person at the Beneficial special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have the same effect as a vote against the Beneficial merger proposal. With respect to the Beneficial advisory proposal on specified compensation and the Beneficial adjournment proposal, if you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote by telephone or the internet or in person at the Beneficial special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on such proposals.

 

Shares Held by Directors and Executive Officers

 

As of the Beneficial record date, there were 74,800,572 shares of Beneficial common stock entitled to vote at the Beneficial special meeting. As of the Beneficial record date, the directors and executive officers of Beneficial and their affiliates beneficially owned and were entitled to vote approximately 2,676,385 shares of Beneficial common stock, representing approximately 3.6% of the shares of Beneficial common stock outstanding on that date. Beneficial currently expects that each of its directors and executive officers will vote their shares of Beneficial common stock in favor of the Beneficial merger proposal and the Beneficial adjournment proposal. Each of the members of the Beneficial board of directors and certain executive officers of Beneficial, in their capacities as Beneficial stockholders, have entered into voting agreements with WSFS and Beneficial and have agreed to vote their shares of Beneficial common stock in favor of the Beneficial merger proposal and certain related matters and against alternative transactions. For further information, please see the section entitled “The Merger Agreement—Voting Agreements.”

 

Voting of Proxies; Incomplete Proxies

 

A Beneficial stockholder may vote by proxy or in person at the Beneficial special meeting. If you hold your shares of Beneficial common stock in your name as a stockholder of record, to submit a proxy, you, as a Beneficial stockholder may use one of the following methods:

 

·through the internet by visiting www.proxyvote.com and following the instructions;
·by telephone by calling 1 (800) 690-6903 and following the recorded instructions; or
·by mail by completing, signing, dating and returning the proxy card in the enclosed envelope, which requires no additional postage if mailed in the United States.

 

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When a properly executed proxy card is returned, the shares of Beneficial common stock represented by it will be voted at the Beneficial special meeting in accordance with the instructions contained on the proxy card. If any proxy card is returned without indication as to how to vote, the shares of Beneficial common stock represented by the proxy card will be voted as recommended by the Beneficial board of directors.

 

The deadline for voting by telephone or through the internet as a stockholder of record is 11:59 p.m., Eastern Time, on December 5, 2018. For stockholders whose shares are registered in the name of a bank, broker or other nominee, please consult the voting instructions provided by your bank, broker or other nominee for information about the deadline for voting by telephone or through the internet.

 

If a Beneficial stockholder’s shares are held in “street name” by a bank, broker or other nominee, the stockholder should check the voting form used by that firm to determine how to vote. You may not vote shares held in “street name” by returning a proxy card directly to Beneficial or by voting in person at the Beneficial special meeting unless you provide a “legal proxy,” which you must obtain from your bank, broker or other nominee.

 

Every Beneficial stockholder’s vote is important. Accordingly, you should complete, sign, date and return the enclosed proxy card, or vote via the internet or by telephone, whether or not you plan to attend the Beneficial special meeting in person. Sending in your proxy card will not prevent you from voting your shares personally at the meeting, since you may revoke your proxy at any time before it is voted.

 

Shares Held in “Street Name”

 

If your shares are held in “street name” by a bank, broker or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Under stock exchange rules, banks, brokers and other nominees who hold shares of Beneficial common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are not allowed to exercise voting discretion with respect to the approval of matters determined to be “non-routine,” without specific instructions from the beneficial owner. Beneficial expects that all proposals to be voted on at the Beneficial special meeting will be “non-routine” matters. Broker non-votes are shares held by a bank, broker or other nominee with respect to which such entity is not instructed by the beneficial owner of such shares to vote on the particular proposal and the broker does not have discretionary voting power on such proposal. If your bank, broker or other nominee holds your shares of Beneficial common stock in “street name,” such entity will vote your shares of Beneficial common stock only if you provide instructions on how to vote by complying with the voter instruction form sent to you by your bank, broker or other nominee with this joint proxy statement/prospectus.

 

Shares Held in the Beneficial KSOP

 

Under the terms of the Beneficial KSOP, which is maintained by Beneficial for its employees and the employees of its subsidiaries, each Beneficial KSOP participant will receive a voting instruction card that reflect all shares such participant may direct the trustee to vote on his or her behalf under the Beneficial KSOP. Under the terms of the Beneficial KSOP, all allocated shares of Beneficial common stock held by the Beneficial KSOP trust are voted by the Beneficial KSOP trustee, as directed by plan participants. All shares of Beneficial common stock held in the Beneficial KSOP trust that have not been allocated to participants’ accounts, and all allocated shares for which no timely voting instructions are received, are voted by the Beneficial KSOP trustee in the same proportion as shares for which the trustee has received timely voting instructions, subject to the exercise of its fiduciary duties.

 

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Unvested Shares Held in the Beneficial Stock Plans

 

Participants in the Beneficial stock plans who have been awarded unvested shares of Beneficial common stock will receive a voting instruction card to direct the Beneficial stock plans trustee how to vote such unvested shares of Beneficial common stock. All shares of Beneficial common stock held in the trust for the Beneficial stock plans for which no timely instructions have been received by the trustee, or for which equity awards have not been granted pursuant to the terms of the Beneficial stock plans, will be voted as directed by Beneficial, which Beneficial will direct the trustee to vote such shares of Beneficial common stock “FOR” the Beneficial merger proposal, “FOR” the Beneficial advisory proposal on specified compensation and “FOR” the Beneficial adjournment proposal.

 

Revocability of Proxies and Changes to a Beneficial Stockholder’s Vote

 

If you hold stock in your name as a stockholder of record, you may change your vote or revoke any proxy at any time before it is voted by (1) completing, signing, dating and returning a proxy card with a later date, (2) delivering a written revocation letter to Beneficial’s corporate secretary, (3) attending the Beneficial special meeting in person, notifying the corporate secretary and voting by ballot at the Beneficial special meeting, or (4) voting by telephone or the internet at a later time (but prior to the internet and telephone voting deadline). If you choose to send a completed proxy card bearing a later date than your original proxy card, the new proxy card must be received before the beginning of the Beneficial special meeting.

 

Any Beneficial stockholder entitled to vote in person at the Beneficial special meeting may vote in person regardless of whether a proxy has been previously given, but the mere presence (without notifying Beneficial’s corporate secretary) of a stockholder at the Beneficial special meeting will not constitute revocation of a previously given proxy.

 

Written notices of revocation and other communications about revoking your proxy card should be addressed to:

Beneficial Bancorp, Inc.

Beneficial Bank Place

1818 Market Street

Philadelphia, PA 19103

Attention: Corporate Secretary

 

If your shares are held in “street name” by a bank, broker or other nominee, you should follow the instructions of your bank, broker or other nominee regarding the revocation of proxies.

 

Solicitation of Proxies

 

Beneficial is soliciting proxies from its stockholders in conjunction with the mergers. Beneficial will bear the entire cost of soliciting proxies from its stockholders. In addition to solicitation of proxies by mail, Beneficial will request that banks, brokers and other record holders send proxies and proxy material to the beneficial owners of Beneficial common stock and secure their voting instructions. Beneficial will reimburse the record holders for their reasonable expenses in taking those actions. If necessary, Beneficial may use its directors and several of its regular employees, who will not be specially compensated, to solicit proxies from Beneficial stockholders, either personally or by telephone, facsimile, letter or electronic means. Beneficial has also made arrangements with Laurel Hill Advisory Group to assist it in soliciting proxies for the Beneficial special meeting and has agreed to pay approximately $8,000 plus out-of-pocket expenses and certain additional charges related to these services. 

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Attending the Beneficial Special Meeting

 

Subject to space availability, all Beneficial stockholders as of the Beneficial record date, or their duly appointed proxies, may attend the Beneficial special meeting. Since seating is limited, admission to the Beneficial special meeting will be on a first-come, first-served basis. Registration and seating will begin at 7:30 a.m., Eastern Time.

 

We encourage you to register your vote through the internet or by telephone whenever possible. When a stockholder submits a proxy through the internet or by telephone, his or her proxy is recorded immediately. If you attend the Beneficial special meeting, you may also submit your vote in person. Any votes that you previously submitted—whether through the internet, by telephone or by mail—will be superseded by any vote that you cast at the Beneficial special meeting.

 

If you hold your shares of Beneficial common stock in “street name”, you will need proof of ownership to be admitted to the Beneficial special meeting. A brokerage statement or letter from a bank or broker are examples of proof of ownership that will allow you to attend the Beneficial special meeting. However, if you want to vote your shares of Beneficial common stock held in “street name” in person at the Beneficial special meeting, you must obtain a written proxy in your name from the bank, broker or other nominee through which you beneficially own Beneficial common stock.

 

The use of cameras, sound recording equipment, communications devices or any similar equipment during the Beneficial special meeting is prohibited without the express written consent of Beneficial.

 

Delivery of Proxy Materials

 

As permitted by applicable law, only one copy of this joint proxy statement/prospectus is being delivered to Beneficial stockholders residing at the same address, unless such Beneficial stockholders have notified Beneficial of their desire to receive multiple copies of this joint proxy statement/prospectus.

 

Beneficial will promptly deliver, upon oral or written request, a separate copy of this joint proxy statement/prospectus to any stockholder residing at an address to which only one copy of such document was mailed. Requests for additional copies should be directed to Investor Relations at (215) 864-6000 or Beneficial’s proxy solicitor, Laurel Hill Advisory Group, at 1 (888) 742-1305.

 

Assistance

 

If you need assistance in completing your proxy card, have questions regarding the Beneficial special meeting, or would like additional copies of this joint proxy statement/prospectus, please contact Investor Relations at (215) 864-6000 or Beneficial’s proxy solicitor, Laurel Hill Advisory Group, at 1 (888) 742-1305.

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THE Beneficial proposals

 

Proposal 1: Beneficial Merger Proposal

 

Beneficial is asking its stockholders to approve the merger agreement. For a detailed discussion of the terms and conditions of the merger agreement, please see the section entitled “The Merger Agreement.” Beneficial stockholders should read this joint proxy statement/prospectus, including any documents incorporated in this joint proxy statement/prospectus by reference, and its annexes, carefully and in their entirety for more detailed information concerning the merger agreement and the mergers. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A.

 

As discussed in the section entitled “The Mergers—Beneficial’s Reasons for the Mergers and Recommendations of the Beneficial Board of Directors,” after careful consideration, the Beneficial board of directors unanimously approved the merger agreement and declared the merger agreement and the transactions contemplated thereby, including the mergers, to be advisable and in the best interest of Beneficial and the Beneficial stockholders.

 

Required Vote

 

Approval of the Beneficial merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of Beneficial common stock. If you vote to abstain on the Beneficial merger proposal, if your shares of Beneficial common stock are present at the Beneficial special meeting but are not voted on the Beneficial merger proposal, if you fail to submit a proxy card and fail to attend the Beneficial special meeting, or if you do not instruct your bank, broker or other nominee to vote your shares of Beneficial common stock in favor of the Beneficial merger proposal, it will have the same effect as a vote against the Beneficial merger proposal.

 

The Beneficial board of directors unanimously recommends that Beneficial stockholders vote “FOR” the Beneficial merger proposal.

 

Proposal 2: Beneficial Advisory Proposal on Specified Compensation

 

In accordance with Section 14A of the Exchange Act, Beneficial is providing its stockholders with the opportunity to cast an advisory (non-binding) vote on the compensation that may be payable to its named executive officers in connection with the mergers, the value of which is set forth in the table included in the section of this document entitled “The Mergers—Merger-Related Compensation for Beneficial’s Named Executive Officers.” As required by Section 14A of the Exchange Act, Beneficial is asking its stockholders to vote on the adoption of the following resolution:

 

“RESOLVED, that the compensation that may be paid or become payable to Beneficial’s named executive officers in connection with the mergers, as disclosed in the table in the section of the joint proxy statement/prospectus statement entitled “The Mergers—Merger-Related Compensation for Beneficial’s Named Executive Officers,” including the associated narrative discussion, are hereby APPROVED.”

 

The vote on executive compensation payable in connection with the mergers is a vote separate and apart from the vote to approve the merger agreement. Accordingly, a stockholder may vote to approve the executive compensation and vote not to approve the merger agreement and vice versa. Because the vote is advisory in nature only, it will not be binding on either Beneficial or WSFS. Accordingly, because Beneficial is contractually obligated to pay the compensation, the compensation will be payable, subject only to the conditions applicable thereto, if the merger agreement is approved and regardless of the outcome of the advisory vote.

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Required Vote

 

Approval of the Beneficial advisory proposal on specified compensation requires the affirmative vote of holders of a majority of the votes cast, in person or by proxy, at the Beneficial special meeting. If you vote to abstain on the Beneficial advisory proposal on specified compensation, if your shares of Beneficial common stock are present at the Beneficial special meeting but are not voted on the Beneficial advisory proposal on specified compensation, if you fail to submit a proxy card and fail to attend the Beneficial special meeting, or if you do not instruct your bank, broker or other nominee to vote your shares of Beneficial common stock in favor of the Beneficial advisory proposal on specified compensation, it will have no effect on the Beneficial advisory proposal on specified compensation.

 

The Beneficial board of directors unanimously recommends a vote “FOR” the Beneficial advisory proposal on specified compensation.

 

Proposal 3: Beneficial Adjournment Proposal

 

Beneficial is asking its stockholders to approve the adjournment of the Beneficial special meeting to another date and place if necessary or appropriate to solicit additional votes in favor of the Beneficial merger proposal if there are insufficient votes at the time of such adjournment to approve the Beneficial merger proposal.

 

If, at the Beneficial special meeting, there is an insufficient number of shares of Beneficial common stock present in person or represented by proxy and voting in favor of the Beneficial merger proposal, Beneficial will move to adjourn the Beneficial special meeting in order to enable the Beneficial board of directors to solicit additional proxies for approval of the Beneficial merger proposal. If the Beneficial stockholders approve the Beneficial adjournment proposal, Beneficial may adjourn the Beneficial special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from Beneficial stockholders who have previously voted. If the date of the adjournment is not announced at the Beneficial special meeting or a new record date is fixed for the adjourned meeting, a new notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the adjourned meeting.

 

Required Vote

 

Approval of the Beneficial adjournment proposal requires the affirmative vote of holders of a majority of the votes cast, in person or by proxy, at the Beneficial special meeting. If you vote to abstain on the Beneficial adjournment proposal, if your shares of Beneficial common stock are present at the Beneficial special meeting but are not voted on the Beneficial adjournment proposal, if you fail to submit a proxy card and fail to attend the Beneficial special meeting, or if you do not instruct your bank, broker or other nominee to vote your shares of Beneficial common stock in favor of the Beneficial adjournment proposal, it will have no effect on the Beneficial adjournment proposal.

 

The Beneficial board of directors unanimously recommends that Beneficial stockholders vote “FOR” the Beneficial adjournment proposal.

 

Other Matters to Come Before the Beneficial Special Meeting

 

As of the date of this joint proxy statement/prospectus, the Beneficial board of directors is not aware of any matters that will be presented for consideration at the Beneficial special meeting other than as described in this joint proxy statement/prospectus. If, however, the Beneficial board of directors properly brings any other matters before the Beneficial special meeting, the persons named in the proxy will vote the shares represented thereby in accordance with the recommendation of the Beneficial board of directors on any such matter (unless the Beneficial stockholder checks the box on the proxy card to withhold discretionary voting authority). 

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THE WSFS SPECIAL MEETING

 

This section contains information for WSFS stockholders about the WSFS special meeting. WSFS is mailing this joint proxy statement/prospectus to you, as a WSFS stockholder, on or about [   ], 2018. This joint proxy statement/prospectus is accompanied by a notice of the WSFS special meeting and a form of proxy card that the WSFS board of directors is soliciting for use at the WSFS special meeting and at any adjournments or postponements of the WSFS special meeting. Reference to “you” and “your” in this section are to WSFS stockholders.

 

Date, Time and Place of the WSFS Special Meeting

 

WSFS will hold the WSFS special meeting at Hotel du Pont, 42 West 11th Street, Wilmington, Delaware 19801, commencing at 9:00 a.m., Eastern Time, on December 12, 2018. On or about [   ], 2018, WSFS commenced mailing this joint proxy statement/prospectus and the enclosed form of proxy card to its stockholders entitled to vote at the WSFS special meeting.

 

Purpose of the WSFS Special Meeting

 

At the WSFS special meeting, WSFS stockholders will be asked to consider and vote on the following matters:

·the WSFS merger and share issuance proposal;
·the WSFS advisory proposal on specified compensation; and
·the WSFS adjournment proposal, if necessary or appropriate.

 

Recommendation of the WSFS Board of Directors

 

The WSFS board of directors unanimously approved the merger and the merger agreement and unanimously recommends that WSFS stockholders vote “FOR” the WSFS merger and share issuance proposal, “FOR” the WSFS advisory proposal on specified compensation and “FOR” the WSFS adjournment proposal. Please see the section entitled “The Mergers—WSFS’s Reasons for the Mergers and Recommendations of the WSFS Board of Directors” for a more detailed discussion of the factors considered by the WSFS board of directors in reaching its decision to approve the merger agreement.

 

Completion of the mergers is conditioned upon the approval of the WSFS merger and share issuance proposal, but is not conditioned upon the approval of the WSFS adjournment proposal.

 

Record Date and Quorum

 

WSFS has set October 31, 2018 as the WSFS record date to determine which WSFS stockholders will be entitled to receive notice of and vote at the WSFS special meeting. Only WSFS stockholders at the close of business on the WSFS record date will be entitled to vote at the WSFS special meeting. As of the WSFS record date, there were 31,469,448 shares of WSFS common stock outstanding and entitled to notice of, and to vote at, the WSFS special meeting, held by approximately 939 stockholders of record. Each holder of shares of WSFS common stock outstanding on the WSFS record date will be entitled to one vote for each share held of record.

 

The presence at the WSFS special meeting, in person or by proxy, of a majority of the shares of WSFS common stock outstanding and entitled to vote as of the WSFS record date will constitute a quorum for the purposes of the WSFS special meeting. All shares of WSFS common stock present in person or represented by proxy, including abstentions, if any, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the WSFS special meeting.

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If a quorum is not present at the WSFS special meeting, it will be postponed until the holders of the number of shares of WSFS common stock required to constitute a quorum attend. If additional votes must be solicited in order for WSFS stockholders to approve the WSFS merger and share issuance proposal and the WSFS adjournment proposal is approved, the WSFS special meeting will be adjourned to solicit additional proxies.

 

Vote Required; Treatment of Abstentions and Failure to Vote

 

Approval of the WSFS merger and share issuance proposal requires the affirmative vote of holders of a majority of the outstanding shares of WSFS common stock. Approval of the WSFS advisory proposal on specified compensation and the WSFS adjournment proposal each require the affirmative vote of holders of a majority of the shares of WSFS common stock present in person or represented by proxy at the WSFS special meeting and entitled to vote on such proposal.

 

With respect to the WSFS merger and share issuance proposal, if you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote in person at the WSFS special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have the same effect as a vote against such proposal. With respect to the WSFS advisory proposal on specified compensation and the WSFS adjournment proposal, if you mark “ABSTAIN” on your proxy card, it will have the same effect as a vote against such proposals, and if you fail to either submit a proxy card or vote in person at the WSFS special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on such proposals.

 

Shares Held by Directors and Executive Officers

 

As of the WSFS record date, there were 31,469,448 shares of WSFS common stock entitled to vote at the WSFS special meeting. As of the WSFS record date, the directors and executive officers of WSFS and their affiliates beneficially owned and were entitled to vote approximately 582,873 shares of WSFS common stock, representing approximately 1.9% of the shares of WSFS common stock outstanding on that date. WSFS currently expects that each of its directors and executive officers will vote their shares of WSFS common stock in favor of the WSFS merger and share issuance proposal and the WSFS adjournment proposal. Each of the members of the WSFS board of directors and certain executive officers of WSFS, in their capacities as WSFS stockholders, have entered into voting agreements with WSFS and Beneficial and have agreed to vote their shares of WSFS common stock in favor of the WSFS merger and share issuance proposal and certain related matters and against alternative transactions. For further information, please see the section entitled “The Merger Agreement—Voting Agreements.”

 

Voting of Proxies; Incomplete Proxies

 

A WSFS stockholder may vote by proxy or in person at the WSFS special meeting. If you hold your shares of WSFS common stock in your name as a stockholder of record, to submit a proxy, you, as a WSFS stockholder may vote by mail by completing, signing, dating and returning the proxy card in the enclosed envelope, which requires no additional postage if mailed in the United States.

 

When a properly executed proxy card is returned, the shares of WSFS common stock represented by it will be voted at the WSFS special meeting in accordance with the instructions contained on the proxy card. If any proxy card is returned without indication as to how to vote, the shares of WSFS common stock represented by the proxy card will be voted as recommended by the WSFS board of directors.

 

If a WSFS stockholder’s shares are held in “street name” by a bank, broker or other nominee, the stockholder should check the voting form used by that firm to determine how to vote. You may not vote shares held in “street name” by returning a proxy card directly to WSFS or by voting in person at the WSFS special meeting unless you provide a “legal proxy,” which you must obtain from your bank, broker or other nominee.

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Every WSFS stockholder’s vote is important. Accordingly, you should complete, sign, date and return the enclosed proxy card whether or not you plan to attend the WSFS special meeting in person. Sending in your proxy card will not prevent you from voting your shares personally at the meeting, since you may revoke your proxy at any time before it is voted.

 

Shares Held in “Street Name”

 

If your shares are held in “street name” by a bank, broker or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Under stock exchange rules, banks, brokers and other nominees who hold shares of WSFS common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are not allowed to exercise voting discretion with respect to the approval of matters determined to be “non-routine,” without specific instructions from the beneficial owner. WSFS expects that all proposals to be voted on at the WSFS special meeting will be “non-routine” matters. Broker non-votes are shares held by a bank, broker or other nominee with respect to which such entity is not instructed by the beneficial owner of such shares to vote on the particular proposal and the broker does not have discretionary voting power on such proposal. If your bank, broker or other nominee holds your shares of WSFS common stock in “street name,” such entity will vote your shares of WSFS common stock only if you provide instructions on how to vote by complying with the voter instruction form sent to you by your bank, broker or other nominee with this joint proxy statement/prospectus.

 

Revocability of Proxies and Changes to a WSFS Stockholder’s Vote

 

If you hold stock in your name as a stockholder of record, you may change your vote or revoke any proxy at any time before it is voted by (1) completing, signing, dating and returning a proxy card with a later date, (2) delivering a written revocation letter to WSFS’s corporate secretary, or (3) attending the WSFS special meeting in person, notifying the corporate secretary and voting by ballot at the WSFS special meeting. If you choose to send a completed proxy card bearing a later date than your original proxy card, the new proxy card must be received before the beginning of the WSFS special meeting.

 

Any WSFS stockholder entitled to vote in person at the WSFS special meeting may vote in person regardless of whether a proxy has been previously given, but the mere presence (without notifying WSFS’s corporate secretary) of a stockholder at the WSFS special meeting will not constitute revocation of a previously given proxy.

 

Written notices of revocation and other communications about revoking your proxy card should be addressed to: