M&A - HarborOne Bancorp, Inc.

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.