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 68)

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 oldest and largest locally-managed bank and trust company headquartered in the Delaware and Greater Philadelphia region. WSFS common stock is traded on Nasdaq under the symbol “WSFS.”

Bryn Mawr Bank Corporation

801 Lancaster Ave

Bryn Mawr, Pennsylvania 19010

Telephone: (610) 525-1700

Bryn Mawr and Bryn Mawr Bank are headquartered in Bryn Mawr, Pennsylvania, a western suburb of Philadelphia. Bryn Mawr and its direct and indirect subsidiaries offer a full range of personal and business banking services, consumer and commercial loans, equipment leasing, mortgages, insurance and wealth management services, including investment management, trust and estate administration, retirement planning, custody services, and tax planning from 41 banking locations, seven wealth management offices and two insurance and risk management locations in the following counties: Montgomery, Chester, Delaware, Philadelphia, and Dauphin Counties in Pennsylvania; New Castle County in Delaware; and Mercer and Camden Counties in New Jersey. Bryn Mawr common stock is traded on Nasdaq under the symbol “BMTC.”

The Mergers (page 70)

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) Bryn Mawr will merge with and into WSFS, with WSFS continuing as the surviving corporation in the merger, and (ii) simultaneously with the merger, Bryn Mawr Bank will merge with and into WSFS Bank, with WSFS Bank continuing as the surviving bank.

At the effective time, each share of Bryn Mawr common stock, excluding certain specified shares, will be converted into the right to receive 0.90 of a share of WSFS common stock. WSFS will not issue any fractional shares of WSFS common stock in the merger. Instead, a Bryn Mawr shareholder 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 merger consideration will fluctuate with the price of WSFS common stock. Based on the closing sale price of WSFS common stock on March 9, 2021, 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 Bryn Mawr common stock was $48.55. Based upon the closing sale price of WSFS common stock of $51.27 on May 3, 2021, the latest practicable trading day before the printing of this joint proxy statement/prospectus, the implied value of the per share merger consideration was $46.14.

 

Treatment of Bryn Mawr Equity Awards (page 120)

Bryn Mawr Restricted Stock Awards. At the effective time, each Bryn Mawr restricted stock award will fully vest, with any performance- based vesting condition applicable to such Bryn Mawr 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.

 

Bryn Mawr Stock Options. At the effective time, each Bryn Mawr 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 the per share cash equivalent consideration and the exercise price of the Bryn Mawr stock option. Any Bryn Mawr stock option with an exercise price that equals or exceeds the per share cash equivalent consideration will be canceled with no consideration being paid to the optionholder with respect to such Bryn Mawr stock option. Bryn Mawr stock options are outstanding only under the Continental Bank Holdings, Inc. Amended and Restated 2005 Stock Incentive Plan.

 

Bryn Mawr’s Reasons for the Mergers and Recommendations of the Bryn Mawr Board of Directors (page 76)

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

Opinion of Bryn Mawr’s Financial Advisor (page 78)

In connection with the merger, Bryn Mawr’s financial advisor, Keefe, Bruyette & Woods, Inc., which we refer to as KBW, delivered a written opinion, dated March 9, 2021, to the Bryn Mawr board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of Bryn Mawr common stock of the exchange ratio in the proposed merger. The full text of the opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion, is attached as Annex C to this document. The opinion was for the information of, and was directed to, the Bryn Mawr board (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion does not address the underlying business decision of Bryn Mawr

to engage in the merger or enter into the merger agreement or constitute a recommendation to the Bryn Mawr board of directors in connection with the merger, and it does not constitute a recommendation to any holder of Bryn Mawr common stock or any shareholder or stockholder of any other entity as to how to vote or act in connection with the merger or any other matter.

WSFS’s Reasons for the Mergers and Recommendations of the WSFS Board of Directors (page 92)

The WSFS board of directors has approved the merger agreement and recommends that WSFS stockholders vote “FOR” the WSFS merger and share issuance proposal 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 94)

In connection with the merger, WSFS’s financial advisor, Piper Sandler & Co., which we refer to as Piper Sandler, delivered a written opinion, dated March 9, 2021, to the WSFS board of directors as to the fairness, from a financial point of view, of the merger consideration to WSFS. The full text of Piper Sandler’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 Piper Sandler in rendering its opinion.

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

Bryn Mawr Special Meeting (page 54)

Bryn Mawr will hold the Bryn Mawr special meeting at 801 Lancaster Avenue, Bryn Mawr, Pennsylvania 19010, commencing at 11:00 a.m., Eastern Time, on June 10, 2021. In addition, Bryn Mawr is providing a virtual format for meeting attendance for those who do not wish to or are not able to attend the Bryn Mawr special meeting in person. Bryn Mawr shareholders can access the virtual format of the meeting at www.meetingcenter.io/255742583 with the password BMTC2021 by entering their 15-digit voting control number. At the Bryn Mawr special meeting, Bryn Mawr shareholders will be asked to consider and vote on the Bryn Mawr merger proposal, the Bryn Mawr advisory proposal on specified compensation and the Bryn Mawr adjournment proposal, if necessary or appropriate.

 

Bryn Mawr has fixed the close of business on May 3, 2021 as the Bryn Mawr record date for the Bryn Mawr special meeting. Only Bryn Mawr shareholders of record on that date are entitled to notice of and vote at the Bryn Mawr special meeting or any adjournment or postponement of the Bryn Mawr special meeting. Each holder of shares of Bryn Mawr common stock outstanding on the Bryn Mawr record date will be entitled to one vote for each share held of record. As of the Bryn Mawr record date, there were 19,930,498 shares of Bryn Mawr common stock entitled to vote at the Bryn Mawr special meeting. As of the Bryn Mawr record date, the directors and executive officers of Bryn Mawr and their affiliates beneficially owned and were entitled to vote approximately 275,354 shares of Bryn Mawr common stock, representing approximately 1.38% of the shares of Bryn Mawr common stock outstanding on that date.

Approval of the Bryn Mawr merger proposal requires the affirmative vote of a majority of the votes cast by holders of Bryn Mawr common stock in person (including remote participation through the virtual format of the meeting) or by proxy at the Bryn Mawr special meeting and entitled to vote thereon. Approval of the Bryn Mawr advisory proposal on specified compensation and the Bryn Mawr adjournment proposal each requires the affirmative vote of holders of a majority of the outstanding shares of Bryn Mawr common stock having voting power present, in person (including remote participation through the virtual format of the meeting) or by proxy at the Bryn Mawr special meeting.

With respect to the Bryn Mawr merger proposal, if you mark “ABSTAIN” on your proxy card, fail to submit a proxy card or fail to vote by telephone or the internet or in person (including remote participation through the virtual format of the meeting) at the Bryn Mawr 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 Bryn Mawr merger proposal. With respect to the Bryn Mawr advisory proposal on specified compensation and the Bryn Mawr 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 submit a proxy card or fail to vote by telephone or the internet or in person (including remote participation through the virtual format of the meeting) at the Bryn Mawr 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 61)

WSFS will hold the special meeting in a virtual-only format on June 10, at 4:00 p.m., Eastern Time. In order to attend the WSFS special meeting, WSFS stockholders must register at https://viewproxy.com/wsfs/2021specialmeeting/htype.asp by 11:59 p.m., Eastern time on June 7, 2021. On the day of the special meeting, if WSFS stockholders have properly registered, they may enter the meeting by clicking on the link provided and the password they received via email in their registration confirmations. At the WSFS special meeting, WSFS stockholders will be asked to consider and vote on the WSFS merger and share issuance proposal and the WSFS adjournment proposal, if necessary or appropriate.

WSFS has fixed the close of business on May 3, 2021 as the WSFS record date for the WSFS special meeting. Only WSFS stockholders of record on that date are entitled to notice of and to vote at the WSFS special meeting or any adjournment or postponement of the WSFS special meeting. As of the WSFS record date, there were 47,532,042 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 816,038 shares of WSFS common stock, representing approximately 1.72% 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 adjournment proposal requires the affirmative vote of holders of a majority of the shares of WSFS common stock present in person by participation at the virtual WSFS special meeting 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 submit a proxy card or fail to vote by telephone or the internet or in person by participation at the virtual 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 adjournment proposal, if you mark “ABSTAIN” on your proxy card, it will have the same effect as a vote against such proposal, and if you fail to submit a proxy card or fail to vote by telephone or the internet or in person by participation at the virtual 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 proposal.

Interests of Bryn Mawr’s Directors and Executive Officers in the Mergers (page 108)

In considering the recommendations of the Bryn Mawr board of directors, Bryn Mawr shareholders should be aware that Bryn Mawr’s directors and executive officers have interests in the mergers that may be different from, or in addition to, the interests of the Bryn Mawr shareholders generally. The Bryn Mawr 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 Bryn Mawr shareholders that they vote to approve the Bryn Mawr merger proposal. These interests include:

·

At the effective time, each Bryn Mawr restricted stock award will fully vest, with any performance-based vesting condition applicable to such Bryn Mawr 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.

·

Bryn Mawr intends to pay Annual Incentive Awards (Bryn Mawr’s short-term, cash-based incentive compensation plan) to Bryn Mawr’s executive officers for 2021 at the “target” level established by Bryn Mawr board of directors’ compensation committee pursuant to the Annual Incentive Methodology under such plan.

·

Bryn Mawr and Bryn Mawr Bank intend to terminate the change-of-control severance agreements with the executive officers contingent upon the closing of the mergers, which we refer to as the closing, in exchange for lump sum payments approximating the value of the payments that might have otherwise become payable under the change-of-control severance agreements.

·

Letter agreements that certain employees, including the executive officers, of Bryn Mawr have entered into with WSFS provide for employment for 12 months following the closing of the mergers and, if any such employee is terminated without cause or resigns for good reason prior to the first anniversary of the closing, the letter agreement provides for severance benefits of (i) an amount equal to the sum of his or her base salary through the end of the letter agreement term, and his or her target annual cash bonus for the year in which the termination occurs, to be paid in equal installments over 12 months following the termination date, and (ii) the employer-portion of COBRA continuation benefits through the end of the letter agreement term, other than (1) Francis Leto, President and Chief Executive Officer of Bryn Mawr, who will terminate employment as of the closing, and (2) Jennifer Fox, whose letter agreement provides for employment for 36 months following the closing of the mergers and, if Ms. Fox is terminated without cause or resigns for good reason (as such terms are defined in the letter agreements) prior to the third anniversary of the closing, the letter agreement provides for severance benefits of (i) salary continuation for 18 months, (ii) the employer-portion of COBRA continuation benefits for 18 months, (iii) a pro-rated annual cash bonus for the year in which the termination occurs and (iv) accelerated vesting of an initial equity grant. Mr. Leto will be designated to serve as a member of the boards of directors of WSFS and WSFS Bank, which we refer to collectively as the WSFS boards. During the period that he serves as a member of the WSFS boards, Mr. Leto will receive such fees as are generally paid to other members of the WSFS boards. The letter agreement with Mr. Leto provides for an additional payment as consideration for certain restrictive covenants.

·

WSFS has agreed to appoint Mr. Leto and two other members of the Bryn Mawr board of directors to the WSFS boards.

·

The merger agreement provides Bryn Mawr’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 Bryn Mawr’s Directors and Executive Officers in the Mergers.”

Management and Board of Directors of WSFS after the Mergers (page 108)

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 increased by three and comprised of the current members of the WSFS boards prior to the consummation of the mergers and Francis Leto, who is the current President and Chief Executive Officer of Bryn Mawr and a member of the current Bryn Mawr board of directors, along with two other current members of the Bryn Mawr board of directors as mutually agreed by Bryn Mawr and WSFS. It is anticipated that, following the effective time, Rodger Levenson will be the Chairman, President and Chief Executive Officer of the combined company.

Regulatory Approvals Required for the Mergers (page 118)

The completion of the mergers is subject to prior receipt of certain approvals and consents required to be obtained from applicable governmental and regulatory authorities and providing of prior written notice in certain instances. 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, Bryn Mawr Bank intends to convert from a Pennsylvania chartered bank to a national bank and then to a federal stock savings association shortly prior to mergers. Related to the charter conversions of Bryn Mawr Bank, Bryn Mawr intends to register as a savings and loan holding company and cease to be a bank holding company. Following these steps, Bryn Mawr will merge with and into WSFS and Bryn Mawr Bank will simultaneously merge with and into WSFS Bank. Bryn Mawr and WSFS plan to file all necessary applications and notifications to obtain the required regulatory approvals, consents and waivers.

The conversions of Bryn Mawr Bank into a national bank and then into a federal savings association require approvals from the OCC and, solely with respect to the conversion to a national bank, notices to the Federal Reserve and the Pennsylvania Department of Banking and Securities, or PDBS. The registration of Bryn Mawr as a savings and loan holding company requires the approval of the Federal Reserve under Home Owners’ Loan Act of 1933, as amended, which we refer to as HOLA. The merger of Bryn Mawr with and into WSFS requires the approval of the Federal Reserve under HOLA. The merger of Bryn Mawr Bank with and into WSFS Bank requires the approval of the OCC under the Bank Merger Act. WSFS’s acquisition of The Bryn Mawr Trust Company of Delaware requires the approval of the Delaware Office of the State Bank Commissioner, or DOSBC. Notifications and/or applications requesting approval may be submitted to various other federal and state regulatory authorities and self-regulatory organizations as well.

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 and OCC, as applicable, to challenge the approval on antitrust grounds.

WSFS and Bryn Mawr are not aware of any material governmental approvals or actions that are required prior to the completion of the mergers and related transactions other than those described in this joint proxy statement/prospectus. If any additional governmental approvals or actions are required other than those described in this joint proxy statement/prospectus, Bryn Mawr and WSFS presently intend to seek those approvals or actions. However, Bryn Mawr and WSFS cannot assure you that any of these additional approvals or actions will be obtained

Accounting Treatment (page 119)

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 Bryn Mawr 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 Bryn Mawr.

Public Trading Markets (page 119)

WSFS common stock is listed on Nasdaq under the symbol “WSFS.” Bryn Mawr common stock is listed on Nasdaq under the symbol “BMTC.” Upon completion of the merger, Bryn Mawr 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 119)

Under Delaware law, WSFS stockholders will not be entitled to exercise any appraisal or dissenters’ rights in connection with the merger. Under Pennsylvania law, Bryn Mawr shareholders will not be entitled to exercise any appraisal or dissenters’ rights in connection with the merger.

Litigation Related to the Mergers (page 119)

On April 21, 2021, a purported Bryn Mawr shareholder filed a lawsuit against Bryn Mawr, the members of the Bryn Mawr board of directors, and WSFS in the United States District Court for the District of Delaware, captioned Stein v. Bryn Mawr Corp., et al. (Case No. 1:99-mc-09999-UNA). The plaintiff 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 concerning the merger and related matters to Bryn Mawr shareholders. The plaintiff seeks injunctive relief, rescissory and compensatory damages and an award of attorneys’ fees and expenses.

On April 27, 2021, another purported Bryn Mawr shareholder filed a lawsuit against Bryn Mawr, the members of the Bryn Mawr board of directors, and WSFS in the United States District Court for the District of Delaware, captioned Artis v. Bryn Mawr Corp., et al. (Case No. 1:21-cv-00588-UNA). The plaintiff 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 concerning the merger and related matters to Bryn Mawr shareholders. The plaintiff seeks injunctive relief, declaratory relief, rescissory damages and an award of attorneys’ and experts’ fees and expenses.

On April 28, 2021, a purported WSFS stockholder filed a lawsuit against WSFS and the members of the WSFS board of directors in the United States District Court for the District of Delaware, captioned Karp v. WSFS Fin. Corp., et al. (Case No. 1:21-cv-00605-UNA). The plaintiff 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 concerning the merger and related matters to WSFS stockholders. The plaintiff seeks injunctive relief, compensatory damages and an award of attorneys’ and experts’ fees and expenses.

On May 5, 2021, another purported WSFS stockholder filed a lawsuit against WSFS and the members of the WSFS board of directors in the United States District Court for the District of New Jersey, captioned Bushansky v. WSFS Fin. Corp., et al. (Case No. 1:21-cv-10789). The plaintiff 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 concerning the merger and related matters to WSFS stockholders. The plaintiff seeks injunctive relief, compensatory damages and an award of attorneys’ and experts’ fees and expenses.

Agreement Not to Solicit Other Offers (page 132)

Bryn Mawr 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 Bryn Mawr, is making 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;

·

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”); or

·

otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any person to do or seek to do any of the foregoing.

Notwithstanding Bryn Mawr’s non-solicitation obligations described above, if Bryn Mawr or any of its representatives receives an unsolicited written bona fide acquisition proposal by any person at any time prior to the requisite Bryn Mawr shareholder approval of the merger agreement, or the Bryn Mawr shareholder approval, that did not result from or arise in connection with a breach of its non-solicitation obligations, then Bryn Mawr and its representatives may, prior to (but not after) the Bryn Mawr special meeting, furnish information or data to and enter into discussions and negotiations with respect to such acquisition proposal if the Bryn Mawr 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, Bryn Mawr 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.

Stockholder Meetings and Recommendation of WSFS and Bryn Mawr Boards of Directors (page 133)

Each of WSFS and Bryn Mawr 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 Bryn Mawr shareholder approval, in the case of Bryn Mawr shareholders, and obtaining the requisite WSFS stockholder approval of the merger agreement, or the WSFS stockholder approval, in the case of WSFS stockholders.

The board of directors of each of Bryn Mawr and WSFS have agreed to recommend to its stockholders the approval of the Bryn Mawr merger proposal, in the case of Bryn Mawr 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 Bryn Mawr, the Bryn Mawr shareholder approval and, in the case of WSFS, the WSFS stockholder approval. The board of directors of each of Bryn Mawr and WSFS and any committee thereof agreed to not (1) withhold, withdraw, qualify or modify (or publicly propose to withhold, withdraw, qualify or modify) such recommendation in any manner adverse to WSFS or Bryn Mawr, respectively, (2) fail to make such recommendation in this joint proxy statement/prospectus, or otherwise submit the merger agreement to its respective stockholders without recommendation or (3) 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. In addition, the Bryn Mawr board of directors and any committee thereof agreed to not (1) fail to publicly and without qualification (x) recommend against any acquisition proposal or (y) reaffirm such recommendation, in each case within ten business days (or such fewer number of days as remains prior to the Bryn Mawr special meeting) after an acquisition proposal is made public or any request by the other party to do so or (2) adopt, approve, recommend or endorse an acquisition proposal or publicly announce an intention to adopt, approve, recommend or endorse an acquisition proposal.

However, the Bryn Mawr board of directors may make a change in recommendation (including approving, endorsing or recommending any acquisition proposal), if Bryn Mawr has received a superior proposal (after giving effect to any revised offer from WSFS) and the Bryn Mawr 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 Bryn Mawr board of directors may not make a change in recommendation unless:

·

Bryn Mawr has complied in all material respects with its non-solicit obligations described above;

·

Bryn Mawr gives WSFS at least five 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 five-business day period, Bryn Mawr has, and has caused its financial advisors and outside legal counsel to, consider and negotiate with WSFS (to the extent WSFS desires to so negotiate) in good faith regarding any proposals, adjustments or modifications to the terms and conditions of the merger agreement proposed by WSFS; and

·

the Bryn Mawr 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 Bryn Mawr board of directors may communicate the basis for its lack of recommendation to its shareholders 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:

·

WSFS gives Bryn Mawr at least five 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 five-business day period, WSFS has and has caused its financial advisors and outside legal counsel to, consider and negotiate with Bryn Mawr (to the extent Bryn Mawr desires to so negotiate) in good faith regarding any proposals, adjustments or modifications to the terms and conditions of the merger agreement proposed by Bryn Mawr; 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 Bryn Mawr, 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 135)

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 Bryn Mawr merger proposal by the Bryn Mawr shareholders and the approval of the WSFS merger and share issuance proposal by the WSFS stockholders;

·

the receipt of all 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 and there being no stop order, action, suit, proceeding or investigation by the SEC to suspend the effectiveness of the registration statement; and

·

the authorization of the listing on Nasdaq of WSFS common stock to be issued pursuant to the merger, subject to official notice of issuance.

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

·

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 and (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 by WSFS of a written opinion of Covington & Burling in form reasonably satisfactory to WSFS 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;

·

in the case of WSFS, the receipt of requisite regulatory approvals without the imposition of a burdensome condition; and

·

in the case of Bryn Mawr, the receipt by Bryn Mawr of a written opinion of Squire Patton Boggs in form reasonably satisfactory to Bryn Mawr 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.

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 fourth quarter of 2021 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 136)

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 Bryn Mawr shareholders or by WSFS stockholders) by mutual written agreement, or by either party in the following circumstances:

·

any regulatory authority (1) denies a requisite regulatory approval and such denial is final, or has advised either party in writing or both parties orally that is will not grant (or intends to rescind or revoke a previously approved) requisite regulatory approval, (2) requests in writing that WSFS, WSFS Bank, Bryn Mawr, Bryn Mawr 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, or (3) 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 in (1), (2) or (2) is not materially caused by, or is not as a result of a failure of the terminating party to comply with its obligations under the merger agreement;

·

the Bryn Mawr shareholders fail to vote their approval of the Bryn Mawr merger proposal, so long as such failure is not materially caused by, or a result of, a failure of the terminating party to comply with its obligations under the merger agreement, 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, so long as such failure is not materially caused by, or a result of, a failure of the terminating party to comply with its obligations under the merger agreement;

·

the mergers have not been consummated by March 9, 2022, 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; or

·

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 Bryn Mawr, in the case of a termination by WSFS, or WSFS, in the case of a termination by Bryn Mawr, which breach or failure to be true, either individually or in the aggregate with all other 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 Bryn Mawr 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.

In addition, WSFS may terminate the merger agreement if:

·

the Bryn Mawr board of directors fails to recommend that the Bryn Mawr shareholders approve the Bryn Mawr merger proposal, effects a change in their recommendation, breaches its non-solicitation obligations with respect to acquisition proposals in any respect adverse to WSFS (other than unintentional, immaterial breaches that do not prejudice WSFS’s rights under the merger agreement) or fails to call, give notice of, convene or hold the Bryn Mawr special meeting; or

·

if any regulatory authority 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.

In addition, Bryn Mawr 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.

Termination Fee (page 137)

Bryn Mawr will pay WSFS a $37,725,000 termination fee if:

·

(1) either Bryn Mawr or WSFS effects a no-vote termination or outside date termination (and the approval of the Bryn Mawr 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 Bryn Mawr 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 Bryn Mawr board of directors fails to recommend that the Bryn Mawr shareholders approve the Bryn Mawr merger proposal, effects a change in their recommendation, breaches its non-solicitation obligations with respect to acquisition proposals in any respect adverse to WSFS (other than unintentional, immaterial breaches that do not prejudice WSFS’s rights under the merger agreement) or fails to call, give notice of, convene or hold the Bryn Mawr special meeting.

If Bryn Mawr fails to pay any termination fee payable when due, then Bryn Mawr must pay to WSFS its costs and expenses incurred (including attorneys’ fees) in connection with collecting such fee, together with interest on the amount of such fee at the “prime rate” (as announced by Citibank, N.A. or any successor thereto) in effect on the date on which such payment was required to be made, for the period commencing on the date such payment was due under the merger agreement until the date of payment.

Voting Agreements (page 138)

In connection with entering into the merger agreement, each member of the board of directors of Bryn Mawr and each executive officer of Bryn Mawr, in their capacities as Bryn Mawr shareholders, have entered into the voting agreements. The voting agreements require, among other things, that the shareholder party thereto vote all of his or her shares of Bryn Mawr common stock in favor of the merger and the other transactions contemplated by the merger agreement and against alternative transactions and not to, directly or indirectly, assign, sell, transfer or otherwise dispose of their shares of Bryn Mawr common stock, subject to certain exceptions.

Material U.S. Federal Income Tax Consequences of the Merger (page 140)

WSFS and Bryn Mawr intend for the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to the respective obligations of WSFS and Bryn Mawr to complete the merger that WSFS and Bryn Mawr each receive a legal opinion from Covington & Burling and Squire Patton Boggs, respectively, to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither WSFS nor Bryn Mawr currently intends to waive these conditions to the consummation of the mergers. In the event that WSFS and Bryn Mawr waive the condition to receive such tax opinion and the tax consequences of the merger materially change, then WSFS and Bryn Mawr will recirculate

appropriate soliciting materials and seek new approval of the merger from Bryn Mawr 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 income tax purposes a U.S. holder of Bryn Mawr common stock generally will not recognize any gain or loss upon surrendering its Bryn Mawr common stock. U.S. holders of Bryn Mawr 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 Bryn Mawr 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 143)

Upon completion of the merger, the rights of former Bryn Mawr shareholders 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 Bryn Mawr is organized under Pennsylvania law. The rights associated with Bryn Mawr 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 46)

Before voting at the Bryn Mawr 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 Bryn Mawr’s and WSFS’s Annual Reports on Form 10-K for the fiscal year ended on December 31, 2020, 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.”

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 Annual Report on Form 10-K for the year ended December 31, 2020. 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. You should not assume the results of operations for past years indicate results for any future period.

WSFS FINANCIAL CORPORATION AND SUBSIDIARIES

(Dollars in thousands, except share and per share data)

 

		As of December 31,
		2020(1)				2019				2018				2017				2016
Total assets		$	14,333,914			$	12,256,302			$	7,248,870			$	6,999,540			$	6,765,270
Net loans and leases(2)(6)			8,993,476				8,508,336				4,889,237				4,807,373				4,499,157
Investment securities(3)			2,640,798				2,078,515				1,355,029				998,685				958,266
Other investments(4)			23,003				91,350				57,662				52,863				48,887
Total deposits			11,856,664				9,586,857				5,640,431				5,247,604				4,738,438
Borrowings(5)			27,013				323,672				534,389				772,624				1,048,386
Trust preferred borrowings			67,011				67,011				67,011				67,011				67,011
Senior debt			246,617				98,605				98,388				98,171				152,050
Noncontrolling interest			(2,246	)			(815	)			—				—				—
Stockholders’ equity of WSFS			1,791,726				1,850,306				820,920				724,345				687,336
Number of banking offices			89				93				58				58				60
		For the Years Ended December 31,
		2020(1)				2019				2018				2017				2016
Interest income		$	514,405			$	521,092			$	292,973			$	254,726			$	216,578
Interest expense			48,450				76,144				46,499				33,455				22,833
Net interest income			465,955				444,948				246,474				221,271				193,745
Noninterest income			201,025				188,109				162,541				124,644				105,061
Noninterest expense			368,844				413,127				225,047				226,461				188,666
Provision for credit losses			153,180				25,560				13,170				10,964				12,986
Income tax provision			31,636				46,452				36,055				58,246				33,074
Net income			113,320				147,918				134,743				50,244				64,080
Less: Net loss attributed to noncontrolling interest			(1,454	)			(891	)			—				—				—
Net income allocable to WSFS		$	114,774			$	148,809			$	134,743			$	50,244			$	64,080

		As of December 31,
		2020(1)				2019				2018				2017				2016
Earnings per share allocable to common stockholders:
Basic		$	2.27			$	3.02			$	4.27			$	1.60			$	2.12
Diluted		$	2.27			$	3.00			$	4.19			$	1.56			$	2.06
Interest rate spread			3.77	%			4.15	%			3.87	%			3.81	%			3.79	%
Net interest margin			3.96				4.44				4.09				3.95				3.88
Efficiency ratio			55.21				65.13				54.84				64.91				62.52
Noninterest income as a percentage of total revenue(7)			30.09				29.66				39.61				35.72				34.81
Return on average assets			0.87				1.30				1.92				0.74				1.06
Return on average equity			6.25				8.91				17.63				6.92				10.03
Return on average tangible common equity(8)			9.68				13.48				23.72				9.73				12.84
Average equity to average assets			13.96				14.56				10.90				10.64				10.57
Tangible common equity to tangible assets(8)			8.96				10.97				8.99				7.87				7.55
Ratio of nonperforming assets to total assets			0.42				0.32				0.66				0.84				0.60
Ratio of allowance for loan losses to total gross loans and leases			2.51				0.56				0.81				0.84				0.89
Ratio of allowances for loan losses to nonaccruing loans			546				208				132				111				174
Ratio of net charge-offs to average gross loans and leases			0.09				0.22				0.29				0.22				0.25

 

(1)	Includes the impact of WSFS’s adoption of Current Expected Credit Loss method of accounting on January 1, 2020.

(2)

Includes loans held for sale and reverse mortgage.

(3)

Includes securities available for sale and held to maturity.

(4)

Includes equity investments as well as interest bearing deposits in other banks and Federal Home Loan Banks, or FHLB, stock

(5)

Borrowings consist of FHLB advances, federal funds purchased and other borrowed funds.

(6)

Net of unearned income.

(7)

Computed on a fully tax-equivalent basis.

(8)

This is a measure based on certain additional financial measures other than generally accepted accounting principles, which we refer to as a non-GAAP financial measure. See “—Reconciliation of WSFS Non-GAAP Financial Measures.”

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 intangible assets;

·

Tangible common equity is defined as total stockholders’ equity less goodwill and 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 intangible assets; and

·

Return on average tangible common equity is a ratio that is determined by dividing net tangible income by average tangible common equity.

		For the Years Ended December 31,
(Dollars in thousands, except share and per share data)		2020				2019				2018				2017				2016
Period End Tangible Assets
Period end assets		$	14,333,914			$	12,256,302			$	7,248,870			$	6,999,540			$	6,765,270
Less: Goodwill and intangible assets			557,386				568,745				186,023				188,444				191,247
Tangible assets (non-GAAP)		$	13,776,528			$	11,687,557			$	7,062,847			$	6,811,096			$	6,574,023
Period End Tangible Common Equity
Period end Stockholder’s equity of WSFS		$	1,791,726			$	1,850,306			$	820,920			$	724,345			$	687,336
Less: Goodwill and intangible assets			557,386				568,745				186,023				188,444				191,247
Tangible common equity (non-GAAP)		$	1,234,340			$	1,281,561			$	634,897			$	535,901			$	496,089
Tangible common equity to tangible assets (non-GAAP)			8.96	%			10.97	%			8.99	%			7.87	%			7.55	%
Period End Tangible Income
GAAP net income attributable to WSFS		$	114,774			$	148,809			$	134,743			$	50,244			$	64,080
Tax effected amortization of intangible assets			8,481				7,373				2,164				1,915				1,587
Net tangible income (non-GAAP)		$	123,255			$	156,182			$	136,907			$	52,159			$	65,667
Average Tangible Common Equity
Average stockholder’s equity		$	1,836,115			$	1,670,869			$	764,489			$	725,763			$	638,624
Less: Average goodwill and intangible assets			563,126				512,187				187,297				189,784				127,168
Average tangible common equity (non-GAAP)		$	1,272,989			$	1,158,682			$	577,192			$	535,979			$	511,456
Return on average tangible common equity (non-GAAP)			9.68	%			13.48	%			23.72	%			9.73	%			12.84	%

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF BRYN MAWR

The following table summarizes consolidated financial results achieved by Bryn Mawr for the periods and at the dates indicated and should be read in conjunction with Bryn Mawr’s consolidated financial statements and the notes to the consolidated financial statements contained in the reports that Bryn Mawr has previously filed with the SEC. Historical financial information for Bryn Mawr can be found in its Annual Report on Form 10-K for the year ended December 31, 2020. 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. You should not assume the results of operations for past years indicate results for any future period.

 

BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

(Dollars in thousands, except share and per share data)

Earnings		As of or for the Year Ended December 31,
		2020				2019				2018				2017				2016
Interest income		$	167,681			$	193,389			$	181,055			$	129,559			$	116,991
Interest expense			23,894				45,748				31,584				14,432				10,755
Net interest income			143,787				147,641				149,471				115,127				106,236
Provision for credit losses			41,677				8,595				7,089				2,535				4,347
Net interest income after provision for credit losses			102,110				139,046				142,382				112,592				101,889
Noninterest income			81,971				82,184				75,982				59,132				53,968
Noninterest expense			142,727				146,427				140,407				114,478				101,653
Income before income taxes			41,354				74,803				77,957				57,246				54,204
Income tax expense			8,856				15,607				14,165				34,230				18,168
Net income		$	32,498			$	59,196			$	63,792			$	23,016			$	36,036
Net loss attributable to noncontrolling interest			(75	)			(10	)			—				—				—
Net income attributable to Bryn Mawr Bank Corporation		$	32,573			$	59,206			$	63,792			$	23,016			$	36,036
Per Share Data
Weighted-average shares outstanding			19,970,921				20,142,306				20,234,792				17,150,125				16,859,623
Dilutive potential common stock			71,424				91,065				155,375				248,798				168,499
Adjusted weighted-average shares			20,042,345				20,233,371				20,390,167				17,398,923				17,028,122
Earnings per common share:
Basic		$	1.63			$	2.94			$	3.15			$	1.34			$	2.14
Diluted			1.63				2.93				3.13				1.32				2.12
Dividends paid or accrued			1.06				1.02				0.94				0.86				0.82
Dividends paid or accrued per share to net income per basic common share			65.03	%			34.7	%			29.8	%			64.2	%			38.3	%
Shares outstanding at year end			19,960,294				20,126,296				20,163,816				20,161,395				16,939,715
Book value per share		$	31.18			$	30.42			$	28.01			$	26.19			$	22.50
Tangible book value per share(1)			21.22				20.36				17.75				16.02				15.11

Earnings		As of or for the Year Ended December 31,
		2020				2019				2018				2017				2016
Profitability Ratios
Tax-equivalent net interest margin			3.16	%			3.55	%			3.80	%			3.69	%			3.76	%
Return on average assets			0.64				1.26				1.47				0.67				1.16
Return on average equity			5.32				10.05				11.78				5.76				9.75
Noninterest expense to net interest income and noninterest income			63.2				63.7				62.3				65.7				63.5
Noninterest income to net interest income and noninterest income			36.3				35.8				33.7				33.9				33.7
Average equity to average total assets			12.00				12.57				12.44				11.69				11.90
Financial Condition
Total assets		$	5,432,022			$	5,263,259			$	4,652,485			$	4,449,720			$	3,421,530
Total liabilities			4,809,700				4,651,032				4,087,781				3,921,601				3,040,403
Total shareholders’ equity			622,322				612,227				564,704				528,119				381,127
Interest-earning assets			4,917,783				4,763,072				4,216,888				4,039,763				3,153,015
Portfolio loans and leases			3,628,411				3,689,313				3,427,154				3,285,858				2,535,425
Investment securities			1,198,346				1,027,182				753,628				701,744				573,763
Goodwill			184,012				184,012				184,012				179,889				104,765
Intangible assets			15,564				19,131				23,455				25,966				20,405
Deposits			4,376,254				3,842,245				3,599,087				3,373,798				2,579,675
Borrowings			232,885				665,946				427,847				496,837				423,425
Wealth assets under management, administration, supervision and brokerage			18,976,544				16,548,060				13,429,544				12,968,738				11,328,457
Capital Ratios
Tier I leverage ratio (Tier I capital to total quarterly average assets)			9.04	%			9.33	%			9.06	%			10.10	%			8.73	%
Tier I capital to risk weighted assets			11.86				11.42				10.92				10.42				10.51
Total regulatory capital to risk weighted assets			15.55				14.69				14.30				13.92				12.35
Asset quality
Allowance for credit losses as a percentage of portfolio loans and leases			1.48				0.61				0.57				0.53				0.69
Non-performing loans and leases as a % of portfolio loans and leases			0.15				0.29				0.37				0.26				0.33

(1)

This is a non-GAAP financial measure. See “—Reconciliation of Bryn Mawr Non-GAAP Financial Measures.”

Reconciliation of Bryn Mawr Non-GAAP Financial Measures

 

Bryn Mawr’s accounting and reporting policies conform to GAAP and the prevailing practices in the banking industry. However, Bryn Mawr also evaluates its performance based on certain additional financial measures that 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 Bryn Mawr’s performance when analyzing changes in Bryn Mawr’s underlying business between reporting periods and provide for greater transparency with respect to supplemental information used by Bryn Mawr’s management in its financial and operational decision making. Bryn Mawr 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 Bryn Mawr’s operating performance and underlying prospects.

Bryn Mawr 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 Bryn Mawr’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 Bryn Mawr 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 Bryn Mawr 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 Bryn Mawr discusses herein when comparing such non-GAAP financial measures. The non-GAAP measure used by Bryn Mawr herein is tangible book value per share, which is defined as total shareholders’ equity, excluding goodwill and intangible assets and non-controlling interest, divided by the number of shares of Bryn Mawr common stock outstanding.

		As of or for the Year Ended December 31,
(Dollars in thousands, except share and per share data)		2020				2019				2018				2017				2016
Calculation of tangible book value per common share:
Total shareholders’ equity		$	622,322			$	612,227			$	564,704			$	528,119			$	381,127
Less: Noncontrolling interest			770				695				685				683				—
Less: Goodwill and intangible assets			(199,576	)			(203,143	)			(207,467	)			(205,855	)			(125,170	)
Net tangible equity (numerator) (non-GAAP)		$	423,516			$	409,779			$	357,922			$	322,947			$	255,957
Shares outstanding, end of period (denominator)			19,960,294				20,126,296				20,163,816				20,161,395				16,939,715
Tangible book value per common share (non-GAAP)		$	21.22			$	20.36			$	17.75			$	16.02			$	15.11

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 Bryn Mawr and give effect to the merger of WSFS and Bryn Mawr, 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.

A final determination of the fair values of Bryn Mawr’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 Bryn Mawr 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 April 9, 2021 was used for purposes of presenting the pro forma combined condensed financial information.

The unaudited pro forma combined condensed financial information has been prepared to give effect to the following:

·

the acquisition of Bryn Mawr by WSFS under the provision of the Financial Accounting Standards Board (FASB) Accounting Standards Codification, ASC 805, Business Combinations where the assets and liabilities of Bryn Mawr will be recorded by WSFS at their respective fair values as of the date the merger is completed;

·

the distribution of shares of WSFS common stock to Bryn Mawr’s shareholders in exchange for shares of Bryn Mawr common stock at an exchange ratio of 0.90;

·

certain reclassifications to conform historical financial presentation of Bryn Mawr to WSFS; and

·

transaction costs in connection with the mergers.

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 common stock;

·

net cash used or generated in WSFS’s or Bryn Mawr’s operations between the signing of the merger agreement and completion of the mergers;

·

changes in the fair values of WSFS’s or Bryn Mawr’s assets and liabilities;

·

other changes in WSFS’s or Bryn Mawr’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, 2020, included in WSFS’s Annual Report on Form 10-K for the year ended December 31, 2020, incorporated by reference herein;

·

Bryn Mawr’s separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2020, included in Bryn Mawr’s Annual Report on Form 10-K for the year ended December 31, 2020, incorporated by reference herein; and

·

other information pertaining to WSFS and Bryn Mawr 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 Bryn Mawr.”

WSFS FINANCIAL CORPORATION/BRYN MAWR BANK CORPORATION

UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET

(In thousands)

		As of December 31, 2020
										Pro Forma Adjustments
		WSFS (as reported)				Bryn Mawr (as reported)				Transaction Accounting Adjustments				Notes				Pro Forma Combined
ASSETS
Cash, cash equivalents and restricted cash		$	1,654,735			$	96,313			$	(140,461	)			(A)			$	1,610,587
Investment securities			2,640,798				1,198,346				—								3,839,144
Net loans and leases			8,993,476				3,580,702				(13,116	)			(B)				12,561,062
Premises and equipment			96,556				56,662				23,963				(C)				177,181
Goodwill			472,828				184,012				238,554				(D)				895,394
Intangible assets			84,558				15,564				57,072				(E)				157,194
Other assets			390,963				300,423				23,708				(F)				715,094
Total assets		$	14,333,914			$	5,432,022			$	189,720							$	19,955,656
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits:
Noninterest-bearing		$	3,415,021			$	1,401,843			$	—							$	4,816,864
Interest-bearing			8,441,643				2,974,411				3,254				(G)				11,419,308
Total deposits			11,856,664				4,376,254				3,254								16,236,172
Borrowed funds			340,641				232,885				11,049				(H)				584,575
Other liabilities			347,129				200,561				—								547,690
Total liabilities			12,544,434				4,809,700				14,303								17,368,437
Stockholders’ equity:
Common stock			576				24,714				(24,532	)			(I)				758
Capital in excess of par value			1,053,022				381,653				541,440				(J)				1,976,115
Accumulated other comprehensive income			56,007				8,948				(8,948	)			(K)				56,007
Retained earnings			977,414				296,941				(421,707	)			(L)				852,648
Treasury stock			(295,293	)			(89,164	)			89,164				(M)				(295,293	)
Noncontrolling interest			(2,246	)			(770	)			—								(3,016	)
Total stockholders’ equity			1,789,480				622,322				175,417								2,587,219
Total liabilities and stockholders’ equity		$	14,333,914			$	5,432,022			$	189,720							$	19,955,656

WSFS FINANCIAL CORPORATION/BRYN MAWR BANK CORPORATION

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME

(In thousands, except per share information)

 

		For the Year Ended December 31, 2020
										Pro Forma Adjustments
		WSFS (as reported)				Bryn Mawr (as reported)				Transaction Accounting Adjustments				Notes				Pro Forma Combined
Interest income:
Interest and fees on loans and leases		$	460,394			$	155,916			$	(3,481	)			(A)			$	612,829
Interest on investment securities			52,996				11,470				—								64,466
Other interest income			1,015				295				—								1,310
Total interest income			514,405				167,681				(3,481	)							678,605
Interest expense:
Interest on deposits			39,262				16,971				(759	)			(B)				55,474
Interest on borrowed funds			9,188				6,923				(867	)			(C)				15,244
Total interest expense			48,450				23,894				(1,626	)							70,718
Net interest income			465,955				143,787				(1,855	)							607,887
Provision for credit losses			153,180				39,963				41,801				(D)				234,944
Net interest income after provision for credit losses			312,775				103,824				(43,656	)							372,943
Noninterest income:
Credit/debit card and ATM income			35,014				2,864				—								37,878
Investment management and fiduciary income			48,979				44,532				—								93,511
Deposit service charges			19,999				2,868				—								22,867
Other income			97,033				31,707				—								128,740
Total noninterest income			201,025				81,971				—								282,996
Noninterest expense:
Salaries, benefits and other compensation			194,317				81,451				—								275,768
Occupancy expense			32,105				12,727				2,964				(E)				47,796
Other operating expense			142,422				50,263				117,079				(F)				309,764
Total noninterest expense			368,844				144,441				120,043								633,328
Income before taxes			144,956				41,354				(163,699	)							22,611
Income tax provision (benefit)			31,636				8,856				(40,597	)			(G)				(105	)
Net income			113,320				32,498				(123,102	)							22,716
Less: Net loss attributable to noncontrolling interest			(1,454	)			(75	)			—								(1,529	)
Net income attributable to WSFS		$	114,774			$	32,573			$	(123,102	)						$	24,245
Basic earnings per share		$	2.27															$	0.35
Diluted earnings per share		$	2.27															$	0.35
Weighted-average shares outstanding for basic earnings per share			50,509,900				19,970,921				17,973,829				(H)				68,483,729
Weighted-average shares outstanding for diluted earnings per share			50,546,497				20,042,345				18,038,111				(H)				68,584,608

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

Note 1. Basis of Presentation

The following unaudited pro forma combined condensed financial statements are based on the separate historical financial statements of WSFS and Bryn Mawr and give effect to the merger of WSFS and Bryn Mawr, 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 December 31, 2020 is presented as if the mergers occurred on December 31, 2020. The unaudited pro forma combined condensed statements of income for the year ended December 31, 2020 are presented as if the mergers occurred on January 1, 2020. 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 in accordance with Article 11 of Regulation S-X, Pro Forma Information, as amended by the final rule, Amendments to Financial Disclosures About Acquired and Disposed Businesses, as adopted by the SEC on May 21, 2020, which requires the depiction of the accounting for the transaction, which we refer to as transaction accounting adjustments, and presentation of the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur, which we refer to as management’s adjustments. WSFS has elected not to present management’s adjustments and will only be presenting transaction accounting adjustments in the following unaudited pro forma condensed combined financial information. During the preparation of the unaudited pro forma condensed combined financial information, management performed a preliminary analysis of Bryn Mawr’s financial information to identify differences in accounting policies and differences in balance sheet and income statement presentation as compared to the presentation of WSFS. At the time of preparing the unaudited pro forma condensed combined financial information, WSFS had not identified all adjustments necessary to conform Bryn Mawr’s accounting policies to WSFS’s accounting policies. Certain reclassifications have been made to the historical financial statements of Bryn Mawr to conform to the presentation in WSFS’s financial statements. These adjustments represent WSFS’s best estimates based upon the information currently available and could be subject to change once more detailed information is available.

Note 2. Preliminary Purchase Price Allocation

The following table summarizes the determination of the purchase price consideration:

(Dollars in thousands, except per share data)
Shares of Bryn Mawr as of December 31, 2020			20,225,051
Exchange ratio			0.90
Price per share of WSFS common stock on April 9, 2021		$	50.68
Preliminary purchase price		$	922,505
Assets of acquired bank (Bryn Mawr):
Cash and cash equivalents		$	96,313
Investment securities			1,198,346
Loans and leases, net			3,609,387
Premises and equipment			67,162
Intangible assets			72,636
Other assets			280,098
Total assets acquired			5,323,942
Liabilities of acquired bank (Bryn Mawr):
Deposits			4,379,508
Other borrowed funds			243,934
Other liabilities			200,561
Total liabilities assumed			4,824,003
Net assets acquired			499,939
Preliminary pro forma goodwill		$	422,566

The following table depicts the sensitivity of the purchase price and resulting goodwill to changes in the price of WSFS common stock at a price of $50.68 as of April 9, 2021:

Share Price Sensitivity (unaudited, dollars in thousands)
		Purchase Price				Estimated Goodwill
Increase of 20%		$	1,107,006			$	607,067
Increase of 10%			1,014,756				514,817
As presented in pro forma			922,505				422,566
Decrease of 10%			830,255				330,316
Decrease of 20%			738,004				238,065

 

Note 3. Pro Forma Adjustments to the Unaudited Condensed Combined Balance Sheets

The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined financial information. All taxable adjustments were calculated using a 24.8% tax rate, which represents the blended statutory rate, to arrive at deferred tax asset or liability adjustments. All adjustments are based on preliminary assumptions and valuations, which are subject to change.

(A)

Adjustments to cash, cash equivalents and restricted cash to reflect estimated transaction costs. The adjustments include the following:

(Dollars in thousands)		December 31, 2020
WSFS’s estimated transaction costs comprised of merger costs, which include professional fees of $23.7 million and investment banker fees of $5.7 million, restructuring costs of $85.6 million, which includes severance payments and contract termination costs, and capitalized transaction costs of $13.5 million.		$	(128,461	)
Bryn Mawr’s estimated transaction costs comprised of investment banker fees of $10.0 million, professional fees of $1.0 million and other transaction costs of $1.0 million.			(12,000	)
		$	(140,461	)

 

(B)

Adjustments to loans and leases, net reflect fair value adjustments, which includes lifetime credit loss expectations, current interest rates and liquidity. The adjustments include the following:

(Dollars in thousands)		December 31, 2020
Adjustments to gross loans and leases:
Reversal of Bryn Mawr’s historical loan and lease fair value adjustments		$	6,288
Estimate of lifetime credit mark			(72,358	)
Estimate of fair value related to current interest rates and liquidity			41,046
Gross up of acquired purchased credit deteriorated loans and leases for allowance for credit losses			30,557
			5,533
Adjustments to allowance for credit losses:
Reversal of Bryn Mawr’s allowance for credit losses			53,709
Establishment of allowance for credit losses reserve equal to credit mark			(72,358	)
			(18,649	)
Total adjustments for loans and leases, net		$	(13,116	)

(C)

Adjustments to premises and equipment to reflect $13.5 million of capitalized assets from transaction costs and $10.5 million estimated fair value of acquired property and equipment. The average life of the capitalized assets from transaction costs and acquired property and equipment will be 8 and 30 years, respectively.

(D)

Adjustments to eliminate historical Bryn Mawr goodwill of $184.0 million and reflect $422.6 million of goodwill for amount of consideration paid in excess of fair value of asset received and liabilities assumed.

(E)

Adjustments to intangible assets reflect the following:

(Dollars in thousands)		December 31, 2020
Reversal of Bryn Mawr’s historical intangible assets		$	(15,564	)
Estimated customer relationships expected to amortize over 15 years using the straight-line method			67,500
Estimated core deposit intangible expected to amortize over 10 years using the sum-of-the-years-digits method			5,136
		$	57,072

(F)

Adjustment to other assets reflect the following:

(Dollars in thousands)		December 31, 2020
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 24.8%		$	31,434
To reflect Bryn Mawr ’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 24.8%			2,232
To reflect fair market adjustment on deferred tax accounts			(9,958	)
		$	23,708

(G)

Adjustment to interest-bearing deposits to eliminate Bryn Mawr’s historical deposit premium of $0.2 million and reflect an estimated premium of $3.5 million on acquired certificates of deposits.

(H)

Adjustment to borrowed funds to eliminate Bryn Mawr’s historical long-term borrowings discount of $3.9 million and to reflect an estimated premium of $7.1 million on acquired long-term borrowings.

(I)

Adjustments to common stock to eliminate Bryn Mawr common stock of $24.7 million and record the issuance of WSFS common stock to Bryn Mawr shareholders of $0.2 million par value.

(J)

Adjustments to capital in excess of par value to eliminate Bryn Mawr’s capital surplus (less noncontrolling interest) of $380.9 million and record the issuance of WSFS capital in excess of par value to Bryn Mawr shareholders of $922.3 million.

(K)

Adjustment to eliminate Bryn Mawr’s accumulated other comprehensive income of $8.9 million.

(L)

Adjustments to retained earnings.

(Dollars in thousands)		December 31, 2020
To eliminate Bryn Mawr’s retained earnings		$	(296,941	)
To reflect WSFS’s estimated transaction costs, net of tax			(83,564	)
To reflect Bryn Mawr’s estimated transaction costs, net of tax			(9,768	)
To reflect allowance for credit losses provision impact, net of tax			(31,434	)
		$	(421,707	)

(M)

Adjustment to eliminate Bryn Mawr’s treasury stock of $89.2 million.

Note 4. Pro Forma Adjustments to the Unaudited Condensed Combined Income Statements

The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined financial information. All taxable adjustments were calculated using a 24.8% tax rate, which represents the blended statutory rate, to arrive at deferred tax asset or liability adjustments. All adjustments are based on preliminary assumptions and valuations, which are subject to change.