M&A - HarborOne Bancorp, Inc.

Form Type: 11-K

Filing Date: 2025-06-27

Corporate Action: Merger

Type: New

Accession Number: 000155837025008970

Filing Summary: The document is the annual report for the HarborOne 401(k) Plan pertaining to the fiscal year ended December 31, 2024. It provides a comprehensive overview of the plan's financial statements, which include net assets available for benefits totaling $80,317,023 as of December 31, 2024. A report from the independent auditor, Gray, Gray & Gray, LLP, confirms that the financial statements present the financial position fairly in accordance with GAAP. The report includes details about the plan’s investments, contributions, and deductions. It outlines that the plan offers various investment options and describes the vesting schedules and eligibility for contributions by participants. Additionally, there was a significant subsequent event noted, indicating that on April 24, 2025, HarborOne Bancorp entered into an agreement to merge with Eastern Bankshares, Inc. The summary also covers information on participant loans, payment of benefits, and the fair value measurements used for investment valuation. Furthermore, details regarding administrative expenses charged by related parties during the year are included, as well as audit and consulting fees. Overall, the report provides a thorough accounting of the plan's operations and financial standing for the specified period.

Form Type: DEFM14A

Filing Date: 2025-06-27

Corporate Action: Merger

Type: New

Accession Number: 000119312525150745

Filing Summary: The proxy statement/prospectus relates to the proposed acquisition of HarborOne Bancorp, Inc. by Eastern Bankshares, Inc. through a merger agreement finalized on April 24, 2025. 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 they own, subject to certain allocation procedures. This merger aims to create a larger financial institution with approximately $30.5 billion in combined assets, enhancing Eastern's position as the largest community bank in Boston by deposits. The special meeting of HarborOne shareholders is scheduled for August 20, 2025, where they will vote on the merger proposal and related matters. The board of directors of HarborOne unanimously recommend approval of the merger proposal, which needs a two-thirds majority vote to be effectuated. Further details regarding the merger risks, benefits, and voting instructions are included in the document. The proxy statement is set to be mailed to shareholders by July 2, 2025.

Form Type: 8-K

Filing Date: 2025-04-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525093679

Filing Summary: On April 24, 2025, HarborOne Bancorp, Inc. entered into an Agreement and Plan of Merger with Eastern Bankshares, Inc. Under the terms of the Merger Agreement, Eastern will acquire HarborOne and its wholly owned subsidiary, HarborOne Bank, through a merger, making Eastern the surviving entity. Following this, HarborOne Bank will merge with Eastern Bank, with Eastern Bank as the surviving entity. The Merger Agreement has been unanimously approved by the Boards of Directors of both companies and anticipates closing in the fourth quarter of 2025, with a possible extension until February 20, 2026. Shareholders of HarborOne can opt to receive either 0.765 shares of Eastern common stock or $12.00 in cash for each share of HarborOne common stock, subject to proration to ensure that between 75% and 85% of total shares receive stock consideration. Voting Agreements were executed with HarborOne's directors and executive officers, covering 3.92% of HarborOne Common Stock, to ensure support for the Merger Agreement. Eastern plans to appoint Joseph F. Casey and another HarborOne board member to its board after the merger. The completion of the merger is contingent on approval from HarborOne’s shareholders and various regulatory bodies. The Merger Agreement includes customary representations, warranties, and covenants, along with termination rights and conditions for completion. A termination fee of $18.9 million is applicable under certain circumstances. Additional documents related to the merger will be filed with the SEC.

Form Type: DEFA14A

Filing Date: 2025-04-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525093741

Filing Summary: On April 24, 2025, HarborOne Bancorp, Inc. entered into an Agreement and Plan of Merger with Eastern Bankshares, Inc. and their respective banks. According to the Merger Agreement, HarborOne will merge with Eastern, leading to Eastern being the surviving entity, followed by the merger of HarborOne Bank into Eastern Bank. Shareholders of HarborOne will have the option to receive either 0.765 shares of Eastern common stock or $12.00 in cash for each HarborOne share, with provisions for proration depending on election percentages. The Merger is expected to close in the fourth quarter of 2025 but can be deferred until February 20, 2026, if necessary. Voting agreements have been established with HarborOne's directors and executives, who hold approximately 3.92% of HarborOne common stock. The Merger requires shareholder approval, regulatory approvals, and several customary closing conditions. The transaction also outlines how various equity awards will be handled in the merger. A fee of $18,900,000 may apply for termination under specific conditions, and both parties maintain termination rights within the agreement.