Item 8.01 Other Events.
As previously disclosed, onApril 22, 2021 ,Meridian Bancorp, Inc. , aMaryland corporation ("Meridian"),Independent Bank Corp. , aMassachusetts corporation ("Independent"),Bradford Merger Sub Inc. a direct, wholly owned subsidiary of Independent ("Merger Sub"),Rockland Trust Company , aMassachusetts -chartered trust company and wholly-owned subsidiary of Independent ("Rockland Trust "), andEast Boston Savings Bank , aMassachusetts -chartered savings bank and wholly-owned subsidiary of Meridian ("EBSB") entered into an Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Meridian, with Meridian as the surviving entity (the "Merger"), and as soon as reasonably practicable following the Merger, Meridian will merge with and into Independent, with Independent as the surviving entity (the "Holdco Merger"). The Merger Agreement further provides that immediately following the Holdco Merger, EBSB will merge with and intoRockland Trust , withRockland Trust as the surviving company. The Merger Agreement was unanimously approved by the Boards of Directors of each of Meridian, Independent, Merger Sub,Rockland Trust , and EBSB. In connection with the proposed Merger, Independent filed with theSecurities and Exchange Commission (the "SEC") a registration statement on Form S-4 containing a joint proxy statement/prospectus, as amended, and Meridian filed a definitive proxy statement and Independent filed a definitive proxy statement/prospectus with theSEC , each datedJune 22, 2021 (collectively, the "joint proxy statement/prospectus"), which Independent and Meridian first mailed to their respective shareholders and stockholders on or aboutJune 28, 2021 . Following the announcement of the Merger Agreement, as of the date of this Current Report on Form 8-K, seven lawsuits challenging the Merger have been filed. OnJune 9, 2021 , a purported stockholder of Meridian filed a lawsuit against Meridian and its directors in theUnited States District Court for the Southern District of New York , captionedShiva Stein vs.Meridian Bancorp, Inc. , et al., Docket No. 1:21-cv-5116 (the "Stein Lawsuit"). The plaintiff generally alleges that the defendants violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by disclosing materially incomplete and misleading information to Meridian stockholders about the previously announced proposed merger involving the acquisition of Meridian by Independent. The plaintiff seeks injunctive relief, rescissory relief or damages, other unspecified damages, and an award of attorneys' and experts' fees and expenses. OnJune 18, 2021 , a purported stockholder of Meridian filed a lawsuit against Independent, Meridian and Meridian's directors in theUnited States District Court for the Southern District of New York , captionedMatthew Whitfield vs.Meridian Bancorp, Inc. , et al., Docket No. 1:21-cv-05405 (the "Whitfield Lawsuit"). The plaintiff generally alleges that the defendants violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by disclosing materially incomplete and misleading information to Meridian stockholders about the previously announced proposed merger. The plaintiff seeks injunctive relief, rescissory relief or damages, dissemination of a corrected registration statement, declaratory relief, and an award of attorneys' and experts' fees. OnJune 22, 2021 , a purported stockholder of Meridian filed a lawsuit against Meridian and its directors in theUnited States District Court for the Eastern District of New York , -------------------------------------------------------------------------------- captionedSean Bresnahan vs.Meridian Bancorp, Inc. , et al., Docket No. 1:21-cv-03509 (the "Bresnahan Lawsuit"). The plaintiff generally alleges that the defendants violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by disclosing materially incomplete and misleading information to Meridian stockholders about the previously announced proposed merger. The plaintiff seeks injunctive relief, rescissory relief or damages, declaratory relief, and an award of attorneys' and experts' fees. OnJune 29, 2021 , a purported stockholder of Independent filed a lawsuit against Independent and its directors in theMassachusetts Superior Court , captionedDean Drulias vs.Independent Bank Corp. , et al. (the "Drulias Lawsuit"). The plaintiff generally alleges that the director defendants breached their fiduciary duties by agreeing to overpay for Meridian in the proposed merger with Independent in large part due to their conflicts of interest. The plaintiff alleges that the defendants further breached their fiduciary duties by disseminating a deceptive, incomplete and misleading proxy statement to Independent stockholders regarding the proposed merger of Meridian with and into Independent and the related proposed issuance of Independent shares. The plaintiff seeks injunctive relief, rescissory relief or damages, declaratory relief, compensatory or punitive damages as allowed by law, and an award of attorneys' and experts' fees. OnJuly 6, 2021 , a purported stockholder of Meridian filed a lawsuit against Meridian and its directors in theUnited States District Court for the Southern District of New York , captionedMichael Rubin vs.Meridian Bancorp, Inc. , et al., Docket No. 1:21-cv-05806 (the "Rubin Lawsuit"). The plaintiff generally alleges that the defendants breached their fiduciary duties and violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by disclosing materially incomplete and misleading information to Meridian stockholders about the previously announced proposed merger. The plaintiff seeks injunctive relief, rescissory relief or damages, declaratory relief, and an award of attorneys' and experts' fees. OnJuly 26, 2021 , a purported stockholder of Meridian filed a lawsuit against Meridian and its directors in theUnited States District Court for the Southern District of New York , captionedPaul Parshall vs.Meridian Bancorp, Inc. , et al., Docket No. 1:21-cv-06330 (the "Parshall Lawsuit"). The plaintiff generally alleges that the defendants violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by disclosing materially incomplete and misleading information to Meridian stockholders about the previously announced proposed merger. The plaintiff seeks injunctive relief, rescissory relief or damages, declaratory relief, and an award of attorneys' and experts' fees. OnJuly 26, 2021 , a purported stockholder of Meridian filed a lawsuit against Meridian and its directors in theUnited States District Court for the Eastern District of Pennsylvania , captionedJeffrey Justice vs.Meridian Bancorp, Inc. , et al., Docket No. 2:21-cv-03317 (the "Justice Lawsuit," and together with the Stein Lawsuit, Whitfield Lawsuit, Bresnahan Lawsuit, Drulias Lawsuit, Rubin Lawsuit and Parshall Lawsuit, the "Merger Litigation"). The plaintiff generally alleges that the defendants violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by disclosing materially incomplete and misleading information to Meridian stockholders about the previously announced proposed merger. The plaintiff seeks injunctive relief, rescissory relief or damages, dissemination of a corrected registration statement, declaratory relief, and an award of attorneys' and experts' fees. -------------------------------------------------------------------------------- OnJuly 27, 2021 , solely to avoid the costs, risks and uncertainties inherent in litigation, Meridian and Independent have agreed to make additional disclosures (the "Additional Disclosures") to supplement the disclosures contained in the joint proxy statement/prospectus filed with theSecurities and Exchange Commission onJune 22, 2021 and first mailed to shareholders of Meridian and stockholders of Independent onJune 28, 2021 . The Additional Disclosures are set forth below and should be read in conjunction with the joint proxy statement/prospectus.
Meridian and Independent believe that the Additional Disclosures moot plaintiffs' disclosure claims asserted in the Merger Litigation and, as a result, expect that the plaintiffs will not seek injunctive relief against the merger.
This decision to make the Additional Disclosures will not affect the merger consideration to be paid in connection with the merger of Meridian with and into Independent or the timing of the special meetings of Meridian's shareholders and Independent's stockholders. Meridian, Independent and the other defendants have vigorously denied, and continue to vigorously deny, that they have committed or aided and abetted in the commission of any violation of law or engaged in any of the wrongful acts that were or could have been alleged in the lawsuits, and expressly maintain that, to the extent applicable, they diligently and scrupulously complied with their fiduciary and other legal duties and are entering into the agreement to make the Additional Disclosures solely to eliminate the burden and expense of further litigation, to put the claims that were or could have been asserted to rest, and to avoid any possible delay to the closing of the merger that might arise from further litigation. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. SUPPLEMENT TO JOINT PROXY STATEMENT/PROSPECTUS The following information supplements the joint proxy statement/prospectus and should be read in connection with the joint proxy statement/prospectus, which should be read in its entirety. To the extent that information herein differs from or updates information contained in the joint proxy statement/prospectus, the information contained herein supersedes the information contained in the joint proxy statement/prospectus. All page references in the information below are to pages in the joint proxy statement/prospectus, and terms used below have the meanings set forth in the joint proxy statement/prospectus, unless otherwise defined below. Without admitting in any way that the disclosures below are material or otherwise required by law, Meridian and Independent make the following Additional Disclosures:
Background of the Merger
The disclosure under the heading "THE MERGER-Background of the Merger" is hereby revised by deleting the fourth full paragraph of page 57 of the joint proxy statement/prospectus and replacing it with the following:
In early January, 2021, as part of customary marketing efforts,Raymond James representatives met with Independent representatives and discussed a number of topics regarding the banking industry and theMassachusetts market, including the competitive -------------------------------------------------------------------------------- landscape. During these conversations, and consistent with informal discussions in prior years,Raymond James and Independent discussed, in a general and exploratory fashion, possible strategic advantages of a potential future merger between Meridian and Independent, including the fact that a merger would bring together two culturally aligned community-focused commercial banks with complementary footprints and business models and create a combined company with an increased presence inMassachusetts and theBoston metro area. Following the meeting,Raymond James provided a summary of this discussion toMr. Gavegnano .
The disclosure under the heading "THE MERGER-Background of the Merger" is hereby revised by deleting the sixth full paragraph of page 57 of the joint proxy statement/prospectus and replacing it with the following:
Over the next few days, senior management of Independent discussed the potential strategic and financial benefits of a potential acquisition of Meridian, including the fact that a merger would bring together two culturally aligned community-focused commercial banks with complementary footprints and business models and create a combined company with an increased presence inMassachusetts and theBoston metro area. They also discussed the potential financial terms for such a transaction and determined to indicate a willingness to engage in preliminary exploratory discussions with Meridian and its representatives.
The disclosure under the heading "THE MERGER-Background of the Merger" is hereby revised by deleting the second full paragraph of page 58 of the joint proxy statement/prospectus and replacing it with the following:
OnFebruary 23, 2021 , KBW, Independent's financial advisor, contactedRaymond James to discuss the possibility of resuming transaction discussions. Independent's stock price had increased since the time discussions were discontinued in early February, and bank consolidation in the Northeast had continued with the announcement of the merger between M&T and People's United. OnFebruary 24, 2021 , KBW reported this discussion to Independent senior management and at the direction of Independent, KBW then contactedRaymond James to indicate Independent's continued interest in pursuing a merger transaction. Later that same day, Independent provided Meridian a non-binding indication of interest, including a fixed exchange ratio of 0.275 shares of Independent common stock for each share of Meridian common stock, representing an implied price of$24.21 per share based on the then-current market price for Independent common stock, as well as a request for exclusive negotiating rights with Meridian throughApril 30, 2021 .
The disclosure under the heading "THE MERGER-Background of the Merger" is hereby revised by deleting the fifth full paragraph of page 58 of the joint proxy statement/prospectus and replacing it with the following:
OnMarch 18, 2021 , at a regularly scheduled meeting of the Independent board of directors, Independent senior management updated the board regarding the potential transaction with Meridian, including the strategic and financial benefits of the proposed merger, which included the fact that the merger would increase Independent's presence in --------------------------------------------------------------------------------Massachusetts and theBoston metro area; the complementary footprints of Independent and Meridian; the complementary nature of the products, customers and markets of the two companies; the expectation of cost synergies resulting from the merger; and the expectation that the merger would offer potentially significant revenue synergies across multiple business lines. Independent's board expressed its support for senior management to proceed with its due diligence review and negotiation of the proposed merger.
The disclosure under the heading "THE MERGER-Background of the Merger" is hereby revised by deleting the sixth full paragraph of page 58 of the joint proxy statement/prospectus and replacing it with the following:
OnApril 1, 2021 ,Wachtell, Lipton, Rosen & Katz ("Wachtell Lipton"), legal counsel to Independent, shared withLuse Gorman a first draft of the proposed merger agreement. OnApril 6, 2021 ,Wachtell Lipton shared withLuse Gorman a draft consulting agreement forRichard J. Gavegnano pursuant to which he would serve as a consultant toRockland Trust following the effective time of the merger. OnApril 13, 2021 ,Wachtell Lipton shared withLuse Gorman draft consulting agreements forJohn Romano andEdward J. Merritt pursuant to which they would serve as consultants toRockland Trust following the effective time of the merger. OnApril 13, 2021 ,Wachtell Lipton shared a draft offer letter forJohn Migliozzi to joinRockland Trust as Senior Vice President, Managing Director following the effective time of the merger. FromApril 1, 2021 throughApril 22, 2021 , Independent and Meridian and their respective legal advisors negotiated the proposed merger agreement and other ancillary documents and agreements. FromApril 6, 2021 throughApril 22, 2021 , Independent, Meridian,Mr. Gavegnano and their respective legal advisors negotiated the proposed consulting agreement forMr. Gavegnano . FromApril 13, 2021 throughApril 22, 2021 , Independent, Meridian, Messrs. Romano, Merritt, Migliozzi and their respective legal advisors negotiated the proposed consulting agreements for Messrs. Romano and Merritt, and in the case ofMr. Migliozzi , the proposed offer letter.
The disclosure under the heading "THE MERGER-Background of the Merger" is hereby revised by deleting the second full paragraph of page 59 of the joint proxy statement/prospectus and replacing it with the following:
The parties and their respective counsel finalized the negotiations of the merger agreement and ancillary agreements over the next two days, including the consulting agreement for Messrs. Gavegnano, Romano, and Merritt and the offer letter forMr. Migliozzi . The terms of the consulting agreements between Independent and Messrs. Gavegnano, Romano and Merrit, and the offer letter forMr. Migliozzi , are summarized in "The Merger-Interests of Meridian's Executive Officers and Directors in the Merger-New Agreements with Meridian Executive Officers," beginning on page 92.
Opinion of Meridian's Financial Advisor
The disclosure under the heading "THE MERGER - Opinion of Meridian's Financial Advisor - Material Financial Analyses" and the subheading "Discounted Cash Flow Analysis" is hereby supplemented by adding the following to the first paragraph on page 66 of the joint proxy statement/prospectus as a new third sentence and fourth sentence: -------------------------------------------------------------------------------- For Meridian,Raymond James selected the range of price to earnings multiples based onRaymond James's review of, among other matters, the trading multiples of selected companies thatRaymond James deemed to be comparable to Meridian, and for Independent,Raymond James selected the range of price to earnings multiples based onRaymond James's review of, among other matters, the trading multiples of selected companies thatRaymond James deemed to be comparable to Independent. For purposes of the discounted cash flow analysis,Raymond James assumed, at the direction of Meridian, that Meridian had 53.3 million diluted shares outstanding and that Independent had 33.1 million diluted shares outstanding. The disclosure under the heading "THE MERGER - Opinion of Meridian's Financial Advisor - Material Financial Analyses" and the subheading "Discounted Cash Flow Analysis" is hereby supplemented by adding the following after the Implied Per Share Value and Implied Exchange Ratio table on page 66 of the joint proxy statement/prospectus: The following table describes the discount rate calculation for Independent common stock prepared byRaymond James . In its normal course of businessRaymond James employs the Duff & Phelps Valuation Handbook in determining an appropriate discount rate in which the discount rate equals the risk free rate plus the product of the equity risk premium and the adjusted beta, plus the size premium. Risk Free Rate 2.16% 20-Year US Treasury Rate Equity Risk Premium 7.25% Per Duff & Phelps Valuation Handbook Adjusted Beta 1.08x Per Duff & Phelps Valuation Handbook Size Premium 1.09% Per Duff & Phelps Valuation Handbook Discount Rate 11.08% The following table describes the discount rate calculation for Meridian common stock prepared byRaymond James . In its normal course of businessRaymond James employs the Duff & Phelps Valuation Handbook in determining an appropriate discount rate in which the discount rate equals the risk free rate plus the product of the equity risk premium and the adjusted beta, plus the size premium. Risk Free Rate 2.16% 20-Year US Treasury Rate Equity Risk Premium 7.25% Per Duff & Phelps Valuation Handbook Adjusted Beta 1.08x Per Duff & Phelps Valuation Handbook Size Premium 1.54% Per Duff & Phelps Valuation Handbook Discount Rate 11.53%
-------------------------------------------------------------------------------- The disclosure under the heading "THE MERGER - Opinion of Meridian's Financial Advisor - Material Financial Analyses" and the subheading "Selected Companies Analysis" is hereby amended by deleting the list of Selected Companies for Independent following the first paragraph of this subsection on page 66 of the joint proxy statement/prospectus and replacing it with the following: Price / TBV Price / 2021 EPS Price / 2022 EPS WSFS Financial Corp. 188 % 14.3x 13.0x Community Bank System, Inc. 329 % 25.3x 25.4x Northwest Bancshares, Inc. 158 % 13.7x 13.6x Provident Financial Services 155 % 14.4x 14.6x Sandy Spring Bancorp, Inc. 190 % 11.7x 12.3x OceanFirst Financial Corp. 154 % 13.5x 12.3x Eagle Bancorp, Inc. 147 % 12.1x 12.0x NBT Bancorp Inc. 188 % 13.2x 14.0x First Commonwealth Financial 180 % 13.5x 12.5x S&T Bancorp, Inc. 165 % 14.7x 13.5x Brookline Bancorp, Inc. 156 % 15.1x 14.3x
-------------------------------------------------------------------------------- The disclosure under the heading "THE MERGER - Opinion of Meridian's Financial Advisor - Material Financial Analyses" and the subheading "Selected Companies Analysis" is hereby amended by deleting the list of Selected Companies for Meridian beginning on page 67 of the joint proxy statement/prospectus and replacing it with the following: Price / TBV Price / 2021 EPS Price / 2022 EPS First Commonwealth Financial 180 %
13.5x 12.5x S&T Bancorp, Inc. 165 % 14.7x 13.5x Brookline Bancorp, Inc. 156 % 15.1x 14.3x Lakeland Bancorp 143 % 11.9x 11.6x Tompkins Financial Corporation 189 % 15.3x 15.2x ConnectOne Bancorp, Inc. 148 % 10.6x 10.2x Kearny Financial Corp. 120 % 17.8x 17.3x Univest Financial Corp. 154 % 14.1x 12.7x Amalgamated Financial Corp. 100 % 10.4x 8.5x TrustCo Bank Corp NY 126 % 12.6x 12.4x Washington Trust Bancorp, Inc. 189 % 13.9x 15.4x Northfield Bancorp, Inc. 118 % 15.5x 14.3x Financial Institutions, Inc. 130 % 9.9x 10.1x Camden National Corp. 162 % 12.4x 13.1x HarborOne Bancorp, Inc. 135 % 14.7x 15.8x Metropolitan Bank Holding Corp 135 % 10.9x 8.7x Cambridge Bancorp 162 % 12.1x 12.4x The First of Long Island Corp. 125 % 13.4x 12.5x Enterprise Bancorp, Inc. 121 % - - Bar Harbor Bankshares 158 % - - Arrow Financial Corp. 173 % 12.5x 12.9x -------------------------------------------------------------------------------- The disclosure under the heading "THE MERGER - Opinion of Meridian's Financial Advisor - Material Financial Analyses" and the subheading "Selected Transaction Analysis" is hereby amended by deleting the list of Selected National Transactions following the first paragraph of this subsection on page 68 of the joint proxy statement/prospectus and replacing it with the following: Price / Premium to Price / Price / Price / Date TBV Core
Deposits LTM EPS Current FY EPS
175 % 5.5 % 15.2x - - Century Bancorp, Inc. WSFS Financial Corp. / 3/10/2021 229 % 13.6 % 29.8x 17.8x 16.5x Bryn Mawr Bank Corp. SVB Financial Group / Boston Private Financial 1/4/2021 115 % 2.2 % 21.5x 27.1x 17.6x Holdings, Inc. Pacific Premier Bancorp / 2/3/2020 141 % 5.1 % 16.6x 16.2x 14.8x Opus Bank FB Financial Corp. / Franklin Financial Network, 1/21/2020 149 % 7.0 % NM - - Inc. United Bankshares, Inc. / 11/18/2019 207 % 27.5 % 16.3x 15.2x 15.3xCarolina Financial Corp. CIT Group Inc. / 8/13/2019 125 % 3.2 % 10.9x - -Mutual of Omaha Bank Simmons First National Corp. / 7/31/2019 181 % 8.4 % 14.3x - - Landrum Co. WesBanco, Inc. / 7/23/2019 177 % 12.5 % 14.0x 13.6x 12.0xOld Line Bancshares, Inc. People's United Financial, Inc. / 7/15/2019 125 % 4.4 % 13.2x 14.7x 13.6xUnited Financial Bancorp, Inc. Valley National Bancorp / 6/26/2019 138 % 9.7 % 13.7x 14.2x 15.3xOritani Financial Corp. Prosperity Bancshares, Inc. / LegacyTexas Financial Group, 6/17/2019 216 % 20.8 % 12.7x 13.3x 12.2x
Inc.
The disclosure under the heading "THE MERGER - Opinion of Meridian's Financial Advisor - Material Financial Analyses" and the subheading "Selected Transaction Analysis" is hereby amended by deleting the list ofSelected Regional Transactions following the first paragraph of this subsection on page 68 of the joint proxy statement/prospectus and replacing it with the following: Price / Premium to Price / Price / Price / Date TBV Core Deposits LTM EPS Current FY EPS Next FY EPS Eastern Bankshares, Inc. / 4/7/2021 175 % 5.5 % 15.2x - - Century Bancorp, Inc. WSFS Financial Corp. / 3/10/2021 229 % 13.6 % 29.8x 17.8x 16.5x Bryn Mawr Bank Corp. SVB Financial Group / Boston Private Financial 1/4/2021 115 % 2.2 % 21.5x 27.1x 17.6x Holdings, Inc. WesBanco, Inc. / 7/23/2019 177 % 12.5 % 14.0x 13.6x 12.0xOld Line Bancshares, Inc. People's United Financial, Inc. / 7/15/2019 125 % 4.4 % 13.2x 14.7x 13.6xUnited Financial Bancorp, Inc. Valley National Bancorp / 6/26/2019 138 % 9.7 % 13.7x 14.2x 15.3xOritani Financial Corp.
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The disclosure under the heading "THE MERGER - Opinion of Meridian's Financial Advisor - Material Financial Analyses" and the subheading "Pro Forma Impact Analysis" is hereby amended by deleting and replacing the fourth sentence and . . .
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