Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15 (d) of
The Securities and Exchange Act of 1934

DATE OF REPORT:
November 8, 2018
(Date of Earliest Event Reported)

MASSACHUSETTS
(State or Other Jurisdiction of Incorporation)

                                   
1-9047
 
04-2870273
(Commission File Number)
 
(I.R.S. Employer identification No.)


INDEPENDENT BANK CORP.
Office Address:
2036 Washington Street, Hanover, Massachusetts
02339
Mailing Address:
288 Union Street, Rockland, Massachusetts
02370
(Address of Principal Executive Officers)
(Zip Code)


NOT APPLICABLE
(Former Address of Principal Executive Offices)

(Zip Code)

781-878-6100
(Registrant’s Telephone Number, Including Area Code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).




Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





Item 8.01    Other Events

On November 8, 2018, Independent Bank Corp. (“Independent”) and MNB Bancorp (“MNB”) issued a joint press release reporting the following in connection with the previously announced merger of MNB with and into Independent:

•
All regulatory approvals relating to the merger have been received and applicable regulatory waiting periods have expired.
•
The deadline for MNB shareholders to elect the form of merger consideration they wish to receive in connection with the merger was 5:00 p.m., Eastern Time on November 6, 2018.
•
The merger is anticipated to close on or about November 14, 2018, with an effective date of November 16, 2018.

A copy of the news release is filed herewith as Exhibit 99.1 and incorporated by reference herein.

The transaction remains subject to the satisfaction of customary closing conditions.
 
Forward-Looking Statements
This Form 8-K contains certain “forward-looking statements” with respect to the financial condition, results of operations and business of Independent. These statements may be identified by such forward-looking terminology as “expect,” “achieve,” “plan,” “believe,” “future,” “positioned,” “continued,” “will,” “would,” “potential,” or similar statements or variations of such terms. Actual results may differ from those contemplated by these forward-looking statements.

Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are not limited to:

•
a weakening in the United States economy in general and the regional and local economies within the New England region and Independent's market area;
•
adverse changes or volatility in the local real estate market;
•
adverse changes in asset quality including an unanticipated credit deterioration in our loan portfolio including those related to one or more large commercial relationships;
•
acquisitions may not produce results at levels or within time frames originally anticipated and may result in unforeseen integration issues or impairment of goodwill and/or other intangibles;
•
inability to raise capital on terms that are favorable;
•
additional regulatory oversight and additional costs associated with Independent's anticipated increase in assets to over $10 billion;
•
changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System;
•
higher than expected tax expense, resulting from failure to comply with general tax laws, changes in tax laws, or failure to comply with requirements of the federal New Markets Tax Credit program;
•
unexpected changes in market interest rates for interest earning assets and/or interest bearing liabilities;
•
unexpected increased competition in the Independent's market area;
•
unanticipated loan delinquencies, loss of collateral, decreased service revenues, and other potential negative effects on our business caused by severe weather or other external events;
•
a deterioration in the conditions of the securities markets;
•
a deterioration of the credit rating for U.S. long-term sovereign debt;
•
our inability to adapt to changes in information technology, including changes to industry accepted delivery models driven by a migration to the internet as a means of service delivery;
•
electronic fraudulent activity within the financial services industry, especially in the commercial banking sector;




•
adverse changes in consumer spending and savings habits;
•
failure to consummate or a delay in consummating the acquisitions of MNB Bancorp and Blue Hills Bancorp, which are subject to certain standard conditions, including regulatory approvals and shareholder approval for the Blue Hills Bancorp transaction;
the inability to realize expected synergies from merger transactions in the amounts or in the timeframe anticipated;
•
inability to retain customers and employees, including those acquired in the MNB Bancorp and Blue Hills Bancorp acquisitions;
•
the effect of laws and regulations regarding the financial services industry including, but not limited to, the Dodd-Frank Wall Street Reform and the Consumer Protection Act and regulatory uncertainty surrounding these laws and regulations;
•
changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) generally applicable to the Independent’s business;
•
changes in accounting policies, practices and standards, as may be adopted by the regulatory agencies as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board, and other accounting standard setters;
•
cyber security attacks or intrusions that could adversely impact our businesses; and
•
other unexpected material adverse changes in our operations or earnings.

Independent wishes to caution readers not to place undue reliance on any forward-looking statements as Independent’s business and its forward-looking statements involve substantial known and unknown risks and uncertainties described in Independent’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q (“Risk Factors”). Except as required by law, Independent disclaims any intent or obligation to update publicly any such forward-looking statements, whether in response to new information, future events or otherwise. Any public statements or disclosures by Independent following this release which modify or impact any of the forward-looking statements contained in this release will be deemed to modify or supersede such statements in this release. In addition to the information set forth in this press release, you should carefully consider the Risk Factors.

Item 9.01    Financial Statements and Exhibits
(d) Exhibits
Exhibit No.
Description
99.1








SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned and hereunto duly authorized.

 
 
 
INDEPENDENT BANK CORP.
 
 
 
 
Date:
November 8, 2018
By:
/s/ Robert D. Cozzone
 
 
 
Robert D. Cozzone
 
 
 
Chief Financial Officer