M&A - ENTERPRISE BANCORP INC /MA/

Form Type: 15-12G

Filing Date: 2025-07-11

Corporate Action: Merger

Type: New

Accession Number: 000101839925000099

Filing Summary: On July 11, 2025, Independent Bank Corp., as the successor by merger to Enterprise Bancorp, Inc., filed Form 15 with the SEC to terminate its registration under Section 12(g) of the Securities Exchange Act of 1934. This action indicates that the company no longer has a duty to file reports due to the merger. The document details the charter specifications and addresses for both the office and mailing locations of Independent Bank Corp. It confirms that there are no holders of record as of the certification date.

Form Type: 8-K

Filing Date: 2025-07-01

Corporate Action: Merger

Type: New

Accession Number: 000101839925000082

Filing Summary: On July 1, 2025, Enterprise Bancorp, Inc. merged with Independent Bank Corp., with Independent continuing as the surviving corporation. Following the merger, Enterprise Bank was merged into Rockland Trust. Shareholders of Enterprise received 0.60 shares of Independent stock and $2.00 in cash for each share of Enterprise common stock they held. Options and awards related to Enterprise common stock automatically vested and were settled in cash or converted into shares in accordance with the merger agreement. As a result of the merger, Enterprise's common stock was delisted from the Nasdaq, and Independent intends to file a Form 15 with the SEC to deregister Enterprise's common stock and suspend reporting obligations.

Form Type: POS AM

Filing Date: 2025-07-01

Corporate Action: Merger

Type: New

Accession Number: 000101839925000084

Filing Summary: On July 1, 2025, Enterprise Bancorp, Inc. completed a merger with Independent Bank Corp., resulting in Independent as the surviving entity. This merger led to the termination of all offerings and sales of its securities that were registered under previous registration statements. Two registration statements filed on August 9, 2023, with respective Registration Numbers 333-273860 and 333-273842 were amended to deregister any unissued or unsold securities. The merger agreement dated December 8, 2024, facilitated this process, affecting both debt securities and common stock, as well as the securities under the Enterprise Bancorp Dividend Reinvestment and Direct Stock Purchase Plan.

Form Type: POS AM

Filing Date: 2025-07-01

Corporate Action: Merger

Type: New

Accession Number: 000101839925000086

Filing Summary: On July 1, 2025, Enterprise Bancorp, Inc. completed its merger with Independent Bank Corp. under an Agreement and Plan of Merger dated December 8, 2024. As part of this merger, Enterprise Bancorp, Inc. ceased to exist, with Independent Bank Corp. being the surviving entity. Consequently, all offerings and sales of securities registered under previous registration statements, including those filed with the SEC, are being terminated. This includes Registration Statement Nos. 333-273860 and 333-273842, which had previously registered up to $100 million in securities and 265,488 shares of common stock for the Dividend Reinvestment and Direct Stock Purchase Plan. The document also details that Independent, as the successor, is amending the registration statements to deregister any unsold or unissued securities.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: New

Accession Number: 000101839925000088

Filing Summary: On July 1, 2025, Enterprise Bancorp, Inc. completed a merger with Independent Bank Corp., as detailed in the Agreement and Plan of Merger dated December 8, 2024. As a result of this merger, Enterprise has deregistered all shares of common stock that were registered for issuance under several Registration Statements, which includes the Enterprise Bancorp, Inc. 2016 and 2009 Stock Incentive Plans. The merger leads to the termination of any offerings and sales of these securities under the Securities Act of 1933. The filings related to this merger include Registration Statements numbered 333-256003, 333-213799, 333-184089, and 333-159006, all of which are being amended to reflect the deregistration of unsold securities as required by the undertakings made by Enterprise in the Registration Statements. Independent, as the successor, now holds all registrations and continues with the required amendments to these filings.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000101839925000090

Filing Summary: On July 1, 2025, Enterprise Bancorp, Inc. filed a Post-Effective Amendment No. 1 to its Form S-8 Registration Statements, deregistering all shares of common stock that had been previously registered and remained unsold. This action was taken in connection with a merger with Independent Bank Corp., following an Agreement and Plan of Merger dated December 8, 2024, whereby Enterprise Bancorp was merged into Independent Bank Corp., which is the surviving entity. The registration statements affected include those filed in 2021 and 2016 pertaining to the Enterprise Bancorp, Inc. 2016 and 2009 Stock Incentive Plans. The document finalized the removal of all securities that were not sold under each Registration Statement as of the filing date.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000101839925000093

Filing Summary: Effective July 1, 2025, Enterprise Bancorp, Inc. merged with Independent Bank Corp. as per the Merger Agreement dated December 8, 2024. The merger resulted in Independent Bank Corp. becoming the surviving entity. As a result of this merger, Enterprise is terminating all offerings and sales of its securities registered under existing registration statements. This Post-Effective Amendment serves to deregister all shares of common stock that remain unsold under previous S-8 registration statements. The registration statements listed include those from May 11, 2021, September 26, 2016, September 25, 2012, and another from May 11, 2021, associated with the Enterprise Bancorp, Inc. Stock Incentive Plans.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000101839925000095

Filing Summary: On July 1, 2025, Enterprise Bancorp, Inc. filed a Post-Effective Amendment No. 1 to its registration statements on Form S-8. This amendment deregisters all shares of common stock that remain unsold under the previous registration statements due to the recent merger with Independent Bank Corp. Effective the same day, Enterprise Bancorp, Inc. was merged into Independent Bank Corp., with Independent Bank Corp. being the surviving entity as per the Agreement and Plan of Merger dated December 8, 2024. As a result of this merger, all existing offerings and sales of its securities registered under the Securities Act are terminated. Consequently, Independent Bank Corp. is now responsible for any unsold securities, and the registration statements have been amended to reflect this change.

Form Type: 8-K

Filing Date: 2025-06-04

Corporate Action: Merger

Type: New

Accession Number: 000101839925000069

Filing Summary: On June 4, 2025, Enterprise Bancorp, Inc. and Independent Bank Corp. announced that they have received all necessary regulatory approvals for their previously announced merger transaction. The merger involves Enterprise Bancorp, parent of Enterprise Bank, and Independent Bank Corp., parent of Rockland Trust. The transaction is projected to close on July 1, 2025, contingent upon the satisfaction of customary closing conditions. A joint press release elaborating on the details of the merger was issued on the same date and is included as an exhibit to this filing.

Form Type: 425

Filing Date: 2025-04-09

Corporate Action: Merger

Type: New

Accession Number: 000101839925000035

Filing Summary: Enterprise Bancorp, Inc. has communicated its plans regarding a proposed transaction with Independent Bank Corp. This document, filed under Form 425, outlines forward-looking statements relating to the transaction, expectations about completion timing, and potential benefits of the integration. Key uncertainties and risk factors that may impact the transaction's success are noted, including changes in economic conditions, regulatory approvals, shareholder approvals, and integration challenges. It also emphasizes that this communication does not solicit votes or approvals from Enterprise shareholders nor does it constitute an offer for sale of securities. The companies have filed necessary documentation with the SEC, including a Registration Statement on Form S-4, to facilitate this merger process, which is crucial for both shareholders and investors to consider before making decisions.

Form Type: 425

Filing Date: 2025-04-04

Corporate Action: Merger

Type: New

Accession Number: 000101839925000033

Filing Summary: On April 4, 2025, Enterprise Bancorp, Inc. communicated through a social media post regarding their proposed merger with Independent Bank Corp. The document highlights various forward-looking statements about the anticipated benefits, plans, and risks associated with the transaction. It notes the complexity and uncertainty surrounding the merger, pointing out potential economic and regulatory challenges that could affect completion and shareholder approval. The communication emphasizes the importance of reading official documents related to the merger, including a filed Registration Statement on Form S-4, which includes essential information for shareholders.

Form Type: 8-K

Filing Date: 2025-04-04

Corporate Action: Merger

Type: New

Accession Number: 000101839925000031

Filing Summary: On April 3, 2025, a Special Meeting of shareholders of Enterprise Bancorp, Inc. was held virtually to discuss and vote on two proposals. The first proposal was to approve the Agreement and Plan of Merger dated December 8, 2024, between Independent Bank Corp, Rockland Trust Company, and Enterprise Bancorp, which includes merging the Company with Independent. The second proposal involved a non-binding advisory vote on the compensation for the Company’s named executive officers related to the merger. Both proposals were approved by the shareholders, with specific voting results indicating majority support for the merger proposal and compensation. The meeting had a quorum with 9,536,814 shares represented out of 12,458,176 shares authorized to vote, confirming the approval of significant corporate actions affecting the future of Enterprise Bancorp, Inc.

Form Type: 8-K

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000101839925000017

Filing Summary: On March 18, 2025, the Board of Directors of Enterprise Bank and Trust Company approved the Enterprise Bank 2025 Variable Compensation Incentive Plan, which includes specific performance factors and payout amounts tied to the company's overall performance and is related to their proposed merger with Independent Bank Corp. expected to close in the second half of 2025. The incentive plan applies to employees who do not participate in other incentive plans and allows for payouts based on pre-tax income metrics. Notably, there are specific targets for earnings per share linked to vesting of restricted stock granted to named executive officers. The Plan states that completion of the merger is crucial for actual payouts, with minimum amounts required if the merger finalizes by year-end. Each executive’s potential payouts are outlined, including maximum percentages achievable compared to their base salaries. Additionally, the plan includes provisions for adjustments based on corporate events, ensuring that the incentive structure is robust and aligns with company earnings performance.

Form Type: DEFM14A

Filing Date: 2025-02-19

Corporate Action: Merger

Type: New

Accession Number: 000119312525029668

Filing Summary: Enterprise Bancorp, Inc. is undergoing a merger with Independent Bank Corp., structured as a stock and cash transaction. This follows the signing of a merger agreement on December 8, 2024. Under the terms, Enterprise shareholders will receive 0.60 shares of Independent common stock and $2.00 in cash for each share of Enterprise common stock held. It is projected that the total merger consideration will amount to approximately $562.2 million. The special meeting for Enterprise shareholders to vote on the merger proposal is scheduled for April 3, 2025. Approval requires a two-thirds majority of shares. The merger agreement has been approved by the Enterprise board of directors as being fair and in the best interest of shareholders. The document provides detailed information about the merger process, voting rights, and expected outcomes, including tax implications, and urges shareholders to participate in the vote and disclose potential risks associated with the merger.

Form Type: 425

Filing Date: 2025-01-28

Corporate Action: Merger

Type: New

Accession Number: 000117494725000070

Filing Summary: Enterprise Bancorp, Inc. has announced a definitive merger agreement with Rockland Trust where Rockland Trust will acquire Enterprise Bank. This merger is aimed at combining two community oriented banks to better serve their respective markets. The proposed transaction is pending approval from banking regulators and Enterprise Bancorp shareholders, with an anticipated close in the second half of 2025. No branch closures are expected post-merger, and the combined entity will enhance service offerings across its branches. The document includes details about a special shareholder meeting that will be called to approve the merger, with the date yet to be determined. Additionally, Enterprise Bank was recognized with the Granite State Community Impact Award, acknowledging its contributions to community development.