M&A - Eastern Bankshares, Inc.

Form Type: S-4/A

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000119312525146504

Filing Summary: Eastern Bankshares, Inc. is filing this amendment to the Form S-4 registration statement concerning its acquisition of HarborOne Bancorp, Inc. Under the merger agreement dated April 24, 2025, HarborOne will merge into Eastern, which will be the surviving entity. Following the merger, HarborOne Bank will merge into Eastern Bank. The merger is intended to create a combined entity with approximately $30.5 billion in assets, solidifying Eastern's position as the largest community bank based in Boston. HarborOne shareholders will have the option to receive either 0.765 shares of Eastern common stock or $12.00 in cash for each share of HarborOne common stock, subject to a stock consideration cap of 75%-85%. The proxy statement outlines the proposal to be voted on by HarborOne shareholders at a special meeting set for August 20, 2025, requiring a two-thirds majority for approval. The document includes various details on the merger terms, regulatory approvals, risk factors, and voting procedures, stressing the importance of shareholder participation in the voting process.

Form Type: S-4

Filing Date: 2025-06-17

Corporate Action: Merger

Type: New

Accession Number: 000119312525142146

Filing Summary: On April 24, 2025, Eastern Bankshares, Inc. entered into a merger agreement with HarborOne Bancorp, Inc. Under the terms of this agreement, HarborOne will merge with Eastern, with Eastern as the surviving entity. Following this, HarborOne Bank will merge with Eastern Bank with Eastern Bank as the surviving bank. Upon completion, HarborOne shareholders will have the option to receive either 0.765 shares of Eastern common stock or $12.00 in cash for each share of HarborOne common stock, with provisions ensuring that a range of stock consideration between 75% to 85% is allocated. The proxy statement/prospectus urges HarborOne shareholders to approve the merger proposal, which requires a two-thirds affirmative vote, outlining that the merger will enhance Eastern's position as a leading Boston-based community bank. The document emphasizes the importance of shareholder participation and includes detailed information on the proposed merger, potential risks, and the advisory nature of executive compensation related to the merger.

Form Type: 425

Filing Date: 2025-04-30

Corporate Action: Merger

Type: New

Accession Number: 000119312525107137

Filing Summary: On April 25, 2025, Eastern Bankshares, Inc. announced a definitive merger agreement with HarborOne Bancorp. This merger aims to create a combined entity valued at approximately $490 million, poised to bolster Eastern's presence in Greater Boston and expand into Rhode Island. The merger is projected to enhance earnings by approximately 16%, with significant synergies anticipated including cost savings of around $55 million. Under the merger terms, HarborOne shareholders will receive either 0.765 shares of Eastern stock or $12 in cash per share. The transaction requires customary regulatory approvals and is expected to close in mid-Q4 2025, pending necessary regulatory reviews. Eastern foresees this merger enhancing its market share and positioning as the largest bank in Massachusetts by deposits, while projecting improved profitability metrics for 2026.

Form Type: 425

Filing Date: 2025-04-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525093747

Filing Summary: On April 24, 2025, Eastern Bankshares, Inc. and its wholly owned subsidiary Eastern Bank entered into a Merger Agreement with HarborOne Bancorp, Inc. Under the agreement, Eastern will acquire HarborOne through a merger where the latter will merge into Eastern, resulting in Eastern being the surviving entity. Following this, HarborOne Bank will merge into Eastern Bank. The agreement permits HarborOne shareholders to choose either 0.765 shares of Eastern’s common stock or $12.00 in cash for each share of HarborOne Common Stock, with specific proration terms in place. Voting Agreements have been executed with HarborOne's directors and executive officers to ensure their support for the Merger. The completion of the Merger is contingent upon obtaining necessary shareholder and regulatory approvals, and the expected closing is projected for the fourth quarter of 2025, with a deferral option until February 20, 2026, if required. Additional details include customary representations, warranties, and covenants from both parties as part of the agreement, as well as specified termination rights and considerations regarding HarborOne's equity awards. The involved parties intend to file a Registration Statement with the SEC to include further details regarding the transaction.

Form Type: 8-K

Filing Date: 2025-04-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525093671

Filing Summary: On April 24, 2025, Eastern Bankshares, Inc. entered into an Agreement and Plan of Merger (the 'Merger Agreement') with HarborOne Bancorp, Inc. Through this agreement, Eastern will acquire HarborOne and its subsidiary HarborOne Bank. The merger involves the merger of HarborOne with Eastern, which will be the surviving entity, and subsequent merger of HarborOne Bank into Eastern Bank. The Merger is anticipated to close in the fourth quarter of 2025 but can be deferred to February 20, 2026 if necessary. Shareholders of HarborOne can choose to receive either 0.765 shares of Eastern Bank common stock or $12.00 in cash for each share of HarborOne common stock, with certain proration conditions in place. Voting agreements have been established with HarborOne's directors and executives to support the merger. The completion of the merger is contingent upon various conditions, including shareholder approval and regulatory approvals. There are also customary representations and warranties and termination rights outlined in the agreement. In terms of equity awards, outstanding HarborOne stock options and unvested restricted stock awards will convert or accelerate into Eastern Bank shares upon the merger's completion. The letter outlines details related to forward-looking statements and future filings.