M&A - INDEPENDENT BANK CORP

Form Type: 424B5

Filing Date: 2025-03-20

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525058380

Filing Summary: Independent Bank Corp. is offering Fixed-to-Floating Rate Subordinated Notes due 2035 as part of a capital raising strategy amidst its pending acquisition of Enterprise Bancorp, Inc. The Notes will have a fixed interest rate for the first five years, transitioning to a floating rate thereafter, and are designed to expand Independent's market presence by integrating Enterprise's operations. The merger is expected to create significant growth opportunities, adding over $4 billion in deposits while maintaining competitive asset quality. The transaction is projected to close in the second half of 2025, subject to various conditions. As part of the agreement, Enterprise shareholders will receive a mix of stock and cash for their shares, valued at approximately $562 million based on current share prices. The offering is positioned as a continuation of Independent's growth strategy, with no special redemptions planned for the Notes should the merger not occur.

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Form Type: S-4/A

Filing Date: 2025-02-14

Corporate Action: Merger

Type: Update

Accession Number: 000119312525027334

Filing Summary: Independent Bank Corp. is acquiring Enterprise Bancorp, Inc. in a stock and cash transaction as per an Agreement and Plan of Merger dated December 8, 2024. The proposed merger entails Enterprise merging with Independent, making Independent the surviving entity, and subsequently, Enterprise Bank merging into Rockland Trust, also a subsidiary of Independent. The securities offer includes 0.60 shares of Independent common stock and $2.00 in cash for each share of Enterprise common stock held by shareholders prior to the merger. The expected merger consideration values Enterprise at approximately $562,200,000. The special meeting for Enterprise shareholders to vote on the merger is scheduled for April 3, 2025. Approval requires at least two-thirds of votes in favor. The transaction is anticipated to be tax-free for federal income tax purposes, except for cash received in lieu of fractional shares. After the merger, Enterprise's common stock will be delisted from Nasdaq and will no longer be publicly traded.

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Form Type: S-4

Filing Date: 2025-01-27

Corporate Action: Merger

Type: New

Accession Number: 000119312525013451

Filing Summary: Independent Bank Corp. is proposing an acquisition of Enterprise Bancorp, Inc. as outlined in the Agreement and Plan of Merger dated December 8, 2024. Under this agreement, Enterprise will merge with and into Independent, with Independent as the surviving entity. Following this, Enterprise Bank will merge into Rockland Trust. Enterprise shareholders will receive 0.60 shares of Independent common stock and $2.00 in cash for each share of Enterprise common stock held, with the aggregate merger consideration estimated to be about $562.2 million. The merger is expected to enhance Rockland Trust's market presence and service offerings in Massachusetts and New Hampshire, significantly expanding its asset and wealth management capabilities. The document provides necessary details for Enterprise shareholders regarding the special meeting to approve the merger and emphasizes the importance of their votes. The prospectus notes that the transaction is structured as a tax-free reorganization for federal income tax purposes, with holders generally not recognizing gain or loss on the stock received, apart from the cash components. Also highlighted are the risks and implications of the merger for both companies' shareholders, stressing the necessity for regulatory approval and shareholder votes.

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