- Key insight: Banco Santander's acquisition of a Northeast regional bank received a thumbs-up from the Office of the Comptroller of the Currency.
- What's at stake: The pending $12.3 billion deal, which was already approved by Webster shareholders, must be green-lit by the Federal Reserve Board and the European Central Bank before the transaction can close.
- Forward look: The acquisition is expected to close during the second half of 2026.
Banco Santander's acquisition of Webster Financial is one step closer to being finalized.
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The Office of the Comptroller of the Currency approved the merger of Webster Bank into Santander Bank N.A. on June 12, Webster Financial disclosed Tuesday in a securities filing.
The thumbs-up was received about 11 weeks after Santander Bank N.A., the U.S. banking subsidiary of Banco Santander, submitted its bank merger application to the OCC.
The $12.3 billion deal is the largest bank acquisition to be announced so far this year. If it's approved, it will transform Banco Santander's U.S. business into one of the largest regional banks in the country, with roughly $327 billion of assets, and improve its scale and profitability.
To get across the finish line, Madrid-based Santander and Stamford, Connecticut-based Webster must receive approval from the European Central Bank and the Federal Reserve Board. In addition, according to Webster's proxy statement related to the acquisition, which was filed in April, the U.S. Department of Justice will conduct a review to analyze the anticipated competitive effects of the proposed deal and determine whether it violates antitrust laws.
Santander has said that it expects the deal to be finalized during the second half of this year.
Webster shareholders OK'd the acquisition in May, according to a separate securities filing.
In March, questions arose from at least one bank analyst about whether the deal would face unexpected challenges following President Trump's threat to halt trade with Spain because the country would not agree to allow the U.S. military to use its bases to launch attacks against Iran.
To date, a trade embargo has not been established.
The Spanish banking giant, which completed the acquisition of the U.K.'s TSB Banking Group in late April, has been laying the groundwork for the combined Santander-Webster organization for months. It will be led by Christiana Riley, the CEO of Santander U.S. since February 2025. John Ciulla, Webster's chairman and CEO, will be the CEO of Santander Bank N.A. and Luis Massiani, Webster's president and chief operating officer, will become chief operating officer of Santander Bank N.A. and Santander Holdings USA.
In April, the two banks announced leaders of specific business lines, which will be overseen by a mix of current Santander U.S. executives and existing Webster leaders. Two high-ranking Santander executives will depart: Swati Bhatia, head of Openbank and Santander U.S.'s retail bank since 2024, and Michael Lee, who has been head of Santander U.S. commercial banking.
Executives from Banco Santander and the $86 billion-asset Webster first met in 2023 and had periodic, high-level discussions about Banco Santander's interest in buying Webster, according to Webster's proxy statement related to the acquisition. Those discussions did not result in Banco Santander making an offer at that time, according to the proxy statement.
In October last year, amid an uptick in bank mergers and acquisitions, Ciulla began meeting with CEOs of other banks to gauge their interest in "a potential business combination with Webster," though none of the discussions resulted in an offer, according to the proxy statement.
During the fall, Webster's board of directors determined that Banco Santander would be the most likely to offer the highest value to Webster's shareholders, so Ciulla invited the bank to make an offer. By Dec. 16, 2025, the Santander board agreed to make a preliminary, nonbinding proposal to acquire Webster and negotiate a potential transaction. The two sides went back and forth over the next several weeks, negotiating price per share, and came to a final agreement on Jan. 31 of this year, whereby Banco Santander agreed to pay $76 per share of Webster common stock, of which 65% would be cash and the rest would be shares.
The transaction was publicly announced on Feb. 3.
At Banco Santander's investor day a few weeks later, Banco Santander executives were confident in their ability to improve profitability in the U.S., saying the Webster deal will boost returns, even as other European banks have retreated from the competitive U.S. retail market.
"We are going to deliver the goods," Santander's executive chair, Ana Botín, said at the time.
