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Section 1: 425 (8-K - ENTRY INTO MERGER AGREEMENT)

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 Exchange Act of 1934

DATE OF REPORT:
September 20, 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 Offices)
(Zip Code)

NOT APPLICABLE
(Former Address of Principal Executive Offices)

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:

x 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 7.01    Regulation FD Disclosure.

Independent Bank Corp., a Massachusetts corporation (“Independent”) (NASDAQ: INDB), is furnishing presentation materials used in connection with an investor call held after the announcement of the Merger (as defined below). The presentation materials are included as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”) pursuant to Item 7.01 of Form 8-K. Independent is not undertaking to update these presentation materials. The information being furnished pursuant to Item 7.01 of this Form 8-K (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in Item 7.01 of this Form 8-K will not be deemed an admission as to the materiality of any information herein (including Exhibit 99.1).

Item 8.01 Other Events

On September 20, 2018, Independent and Rockland Trust Company, a Massachusetts-chartered trust company and wholly-owned subsidiary of Independent (“Rockland Trust”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Blue Hills Bancorp, Inc., a Maryland corporation (“BHB”) (NASDAQ: BHBK), and Blue Hills Bank, a Massachusetts-chartered savings bank and wholly-owned subsidiary of BHB (“Blue Hills”). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, BHB will merge with and into Independent (the “Merger”), with Independent as the surviving corporation. The Merger also contemplates that Blue Hills will merge into Rockland Trust, with Rockland Trust as the surviving entity.

The material terms of the Merger Agreement, including the conditions to the proposed Merger, will be described in a Current Report on Form 8-K to be subsequently filed by Independent. A copy of the joint press release issued by Independent and BHB announcing the Merger (the “Press Release”) is attached as Exhibit 99.2 and is incorporated by reference.

Forward Looking Statements

Information set forth in this communication, including financial estimates and statements as to the expected timing, completion and effects of the proposed Merger, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the rules, regulations and releases of the Securities and Exchange Commission (the “Commission”). Such forward-looking statements include, but are not limited to, statements about the expected benefits of the Merger, including the anticipated impact on Independent’s earnings, profitability, expenses, tangible book value, the acquisition’s expected internal rate of return, any other future financial and operating results, Rockland Trust’s plans to maintain or expand its presence in Norfolk, Suffolk and Nantucket counties and Rockland Trust’s other plans, objectives, expectations and intentions. Any statements that are not statements of historical fact, including statements containing such words as “will,” “could,” “plans,” “intends,” “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “anticipate,” “estimated,” or similar expressions, should also be considered forward-looking statements, although not all forward-looking statements contain these identifying words. Readers are cautioned not to place undue reliance on these forward-looking statements, which are based upon assumptions and the current beliefs and expectations of the management of Independent and BHB. These forward-looking statements are subject to known and unknown risks and uncertainties, and actual results might differ materially from those discussed in, or implied by, the forward-looking statements.






Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements include, but are not limited to, the following: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (2) the risk that Independent’s or BHB’s stockholders may not adopt the Merger Agreement; (3) the risk that the necessary regulatory approvals may not be obtained, may be delayed, or may be obtained subject to conditions that are not anticipated; (4) delays in closing the Merger or other risks that any of the closing conditions to the Merger may not be satisfied in a timely manner or at all; (5) the inability to realize expected cost savings and synergies from the Merger in the amounts or in the timeframe anticipated; (6) the diversion of management’s time from existing business operations due to time spent related to the Merger or integration efforts; (7) the inability to successfully integrate Blue Hills or that the integration will be more difficult, time-consuming, or costly than expected; (8) unexpected material adverse changes in Independent’s or BHB’s operations or earnings, the real estate markets in which they operate, the local economy, or the local business environment; (9) potential litigation in connection with the Merger; (10) higher than expected transaction or other costs and expenses; and (11) higher than expected attrition of BHB’s customers or key employees. There are important additional factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including the factors described in Independent’s and BHB’s Annual Reports on Form 10-K for the year ended December 31, 2017, which were filed with the Commission on February 27, 2018 and on March 7, 2018, respectively.

Except as required by law, Independent and BHB disclaim any intent or obligation to update publicly any forward-looking statements, whether in response to new information, future events, inaccurate assumptions, or otherwise. Any public statements or disclosures by Independent or BHB following this Form 8-K, including the exhibits hereto, that modifies or impacts any of the forward-looking statements contained in this Form 8-K and the exhibits hereto will be deemed to modify or supersede such statements in this Form 8-K and the exhibits hereto. In addition to the information set forth in this Form 8-K, including the exhibits hereto, you should carefully consider the Risk Factors in the joint proxy statement/prospectus when it becomes available.

Additional Information and Where to Find It

In connection with the proposed Merger, Independent intends to file with the Commission a Registration Statement on Form S-4 containing a joint proxy statement/prospectus. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. Investors and security holders are advised to read the joint proxy statement/prospectus when it becomes available because it will contain important information. Investors and security holders may obtain a free copy of the registration statement (when available), including the joint proxy statement/prospectus and other documents filed by Independent and BHB with the Commission at the Commission’s web site at www.sec.gov. These documents may be accessed and downloaded, free of charge, at Independent’s web site at www.RocklandTrust.com under the tab “Investor Relations” and then under the heading “SEC Filings” or by directing a request to Investor Relations, Independent Bank Corp., 288 Union Street, Rockland, Massachusetts 02370, telephone (781) 982-6737. You will also be able to obtain these documents free of charge at BHB’s web site at www.bluehillsbancorp.com under the section "Proxy Materials and Annual Report" or by directing a request to Corporate Secretary, Blue Hills Bancorp, Inc., 500 River Ridge Drive, Norwood, Massachusetts 02062, telephone (617) 361-6900.

Participants in the Solicitation

This communication is not a solicitation of a proxy from any security holder of Independent or BHB. However, Independent, BHB, their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from stockholders of Independent and BHB in respect of the proposed Merger. Information regarding the directors and executive officers of Independent may be found in its





definitive proxy statement relating to its 2018 Annual Meeting of Shareholders, which was filed with the Commission on March 29, 2018, and its Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the Commission on February 27, 2018, each of which can be obtained free of charge from Independent’s website. Information regarding the directors and executive officers of BHB may be found in its definitive proxy statement relating to its 2018 Annual Meeting of Stockholders, which was filed with the Commission on April 11, 2018, and its Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the Commission on March 7, 2018, each of which can be obtained free of charge from BHB’s website. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests in the Merger will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the Commission when they become available.

Item 9.01 Financial Statements and Exhibits

a.
Exhibits

Exhibit No.
Description
99.1
99.2







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: September 20, 2018
 
By: /s/Edward H. Seksay
 
 
Edward H. Seksay
 
 
General Counsel and Secretary






Exhibit Index

Exhibit No.
Description
99.1
Independent Bank Corp. presentation materials to be used for investor call regarding the Merger on September 21, 2018.
99.2
Press Release dated September 20, 2018.





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Section 2: EX-99.1 (EXHIBIT 99.1 RTC BHBK INVESTOR PRESENTATION)

exhibit991rtcbhbkinvesto
Exhibit 99.1 Independent Bank Corp. Announces Acquisition of Blue Hills Bancorp September 21, 2018 (1)


 
Forward-Looking Statement Information set forth in this communication, including financial estimates and statements as to the expected timing, completion and effects of the proposed merger, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the rules, regulations and releases of the Securities and Exchange Commission (the “SEC”). Such forward-looking statements include, but are not limited to, statements about the expected benefits of the merger, including the anticipated impact on Independent Bank Corp.’s (“Independent”) earnings, profitability, expenses, tangible book value, the acquisition’s expected internal rate of return, any other future financial and operating results, Rockland Trust Company’s (“Rockland Trust”) plans to expand its presence in Norfolk, Suffolk and Nantucket Counties and Rockland Trust’s other plans, objectives, expectations and intentions. Any statements that are not statements of historical fact, including statements containing such words as “will,” “could,” “plans,” “intends,” “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “anticipate,” “estimated,” or similar expressions, should also be considered forward-looking statements, although not all forward-looking statements contain these identifying words. Readers are cautioned not to place undue reliance on these forward-looking statements, which are based upon assumptions and the current beliefs and expectations of the management of Independent and Blue Hills Bancorp, Inc. (“Blue Hills”). These forward-looking statements are subject to known and unknown risks and uncertainties, and actual results might differ materially from those discussed in, or implied by, the forward-looking statements. Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements include, but are not limited to, the following: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the risk that Independent’s or Blue Hills’ stockholders may not adopt the merger agreement; (3) the risk that the necessary regulatory approvals may not be obtained, may be delayed, or may be obtained subject to conditions that are not anticipated; (4) delays in closing the merger or other risks that any of the closing conditions to the merger may not be satisfied in a timely manner or at all; (5) the inability to realize expected cost savings and synergies from the merger in the amounts or in the timeframe anticipated; (6) the diversion of management’s time from existing business operations due to time spent related to the merger or integration efforts; (7) the inability to successfully integrate Blue Hills Bank or that the integration will be more difficult, time-consuming, or costly than expected; (8) unexpected material adverse changes in Independent’s or Blue Hills’ operations or earnings, the real estate markets in which they operate, the local economy, or the local business environment; (9) potential litigation in connection with the merger; (10) higher than expected transaction or other costs and expenses; and (11) higher than expected attrition of Blue Hills’ customers or key employees. There are important additional factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including the factors described in Independent’s and Blue Hills’ Annual Reports on Form 10-K for the year ended December 31, 2017, which were filed with the SEC on February 27, 2018 and on March 7, 2018, respectively. Except as required by law, Independent and Blue Hills disclaim any intent or obligation to update publicly any forward-looking statements, whether in response to new information, future events, inaccurate assumptions, or otherwise. Any public statements or disclosures by Independent or Blue Hills following this communication, that modifies or impacts any of the forward-looking statements contained in this communication will be deemed to modify or supersede such statements in this communication. In addition to the information set forth in this (2) communication, you should carefully consider the Risk Factors in the joint proxy statement/prospectus when it becomes available. Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results.


 
In Market Transaction Fortifying INDB Core Franchise • Expands presence in attractive, affluent markets within the Boston MSA and Nantucket • Combines two profitable and growing banks Strategically • Pro forma over $11 billion in assets with the largest deposit market share in Massachusetts of Compelling any bank headquartered in the state¹ • Opportunity to expand relationships with BHBK's consumer and commercial customer base • Broad overlap and increased scale creates meaningful and achievable operating efficiencies • > 4% accretive to earnings per share • Accretive to TBVPS, inclusive of all transaction-related costs Financially • Fully absorbs impact of crossing $10 billion mark Attractive • 16%+ internal rate of return, well in excess of cost of capital (3) • Strong pro forma capital position 1) Market share information as of June 30, 2018 and is pro forma for INDB’s pending acquisition of MNB Bancorp; Source: S&P Global Market Intelligence, FDIC


 
Blue Hills Overview – A High Quality Bank • Founded in 1871 as Hyde Park Savings Bank As of BHBK ($ in millions) June 30, 2018 • New management with extensive commercial bank Total Assets $2,741 expertise hired in 2010 Gross Loans $2,262 • Rebranded as Blue Hills Bank in 2011 with the launch of a commercial banking platform Total Deposits $2,112 • Attractively positioned in Norfolk, Suffolk and Tangible Common / Tangible Assets 14.31% Nantucket Counties with a lending footprint centered YTD NIM 2.96% around the Greater Boston Market YTD Net Income (Annualized) $26.1 • IPO in 2014 raised $278mm followed by successful YTD ROAA 0.98% capital deployment NPAs / Assets 0.51% • Significant growth and profitability improvement achieved through commercial transformation of loan portfolio and branch expansion • Strong legacy deposit franchise with $1.3 billion in non-time deposits • Asset sensitive balance sheet with expanding NIM (4) and growing operating revenue Source: S&P Global Market Intelligence


 
Blue Hills Commercial Transformation Diversified Loan Portfolio Residential Real Estate 49% C&I 12% C&D Other 4% 2% CRE 30% Multifamily 3% Total Loans: $2.3 billion Net Interest Margin Net Income ($000) 3.00% 2.96% $30,000 $26,080 $25,000 2.90% $20,000 2.80% 2.77% $16,489 $15,000 2.70% 2.68% $10,000 $8,653 (5) 2.60% $5,000 2.50% $0 2016 2017 2018 YTD Ann. 2016 2017 2018 YTD Ann. Note: Regulatory holding company loan data; Source: S&P Global Market Intelligence


 
Strengthens INDB Position in Greater Boston Market, Adds Nantucket Pre Acquisition Post Acquisition Market Market Deposits Rank Deposits Rank County Share Share ($mm) (#) ($mm) (#) (%) (%) Markets with Overlap Norfolk $1,443 5% 4 $1,860 7% 3 Suffolk $265 0% 18 $1,655 2% 8 Nantucket $0 0% 0 $337 40% 1 Other INDB Markets Plymouth $2,816 23% 1 $2,816 23% 1 Barnstable $905 11% 4 $905 11% 4 Bristol $809 7% 6 $809 7% 6 Middlesex $633 1% 23 $633 1% 23 Worcester $350 2% 22 $350 2% 22 Dukes $147 17% 2 $147 17% 2 (6) BHBK Bank Branch (11) BHBK LPO (9) INDB (90) Note: Market share information as of June 30, 2018 and is pro forma for INDB’s pending acquisition of MNB Bancorp; Source: S&P Global Market Intelligence, FDIC


 
Low-Risk Transaction • Extensive due diligence performed, including third party independent assessments – Comprehensive credit review – Detailed review of all financial, tax, audit, compliance, legal and operational risks • BHBK has a sound credit and risk management track record Thorough Due Diligence Process • Collaborative review of respective cost structures and expected synergies • INDB has a proven record as a successful acquisition integrator – Deep familiarity with BHBK markets – BHBK franchise mirrors that of many successfully integrated INDB merger partners • INDB has been proactively planning for regulatory requirements and costs associated with crossing $10 billion mark for several years Well Prepared to – Significant investments in enterprise management and compliance made and reflected in Cross $10 Billion current run-rate Mark • Transaction allows INDB to fully absorb associated crossing costs (7) – Expected Durbin financial impact starting July 2020


 
Transaction Terms Summary • Approximately $25.87 per share¹ or $726 million in aggregate² – 80% stock consideration / 20% cash consideration Merger Consideration – Each BHBK shareholder to receive a fixed exchange ratio of 0.2308 and a fixed cash payment of $5.25 per share³ – Options cashed out at $26.25 • P / TBV: 178% ‒ Current INDB Trading Multiple: 334% Transaction Pricing¹ • P / 2018E EPS: 26x • P / 2018E EPS + Cost Savings: 14x ‒ Current INDB Trading Multiple: 20x Ownership • ~82% INDB / ~18% BHBK Board of Directors • Three BHBK directors to join INDB Board • BHBK and INDB shareholder approval Required Approvals • Customary regulatory approvals (8) Expected Closing • First half of 2019 1) Based on an INDB share price of $89.35 as of September 19, 2018 2) Based on 26,901,347 BHBK common shares outstanding and 2,760,700 BHBK options outstanding with a weighted average exercise price of $15.21 3) Approximately 6,208,831 shares of INDB common stock are expected to be issued


 
Transaction Assumptions • Approximately 50% of BHBK's projected expense base ¹ • Approximately 12% of the 50% from elimination of legacy conversion benefit costs Cost Savings • All cost savings expected to be realized in 2019 • Market overlap allows for branch consolidation opportunities • $10.25 million pre-tax in total additional costs, including $9.25 million in Durbin related charges – $0.50 million pre-tax impact in 2019 Crossing $10 Billion Mark – $5.63 million pre-tax impact in 2020 – $10.25 million pre-tax impact in 2021 Credit Mark • 1.05%, or approximately $24 million, pre-tax Restructuring • Approximately $36.0 million, pre-tax Charge Other Purchase • Net fair value write-down of $35.9 million, pre-tax Accounting Assumptions • Core deposit intangible of $32.9 million, or 2.70% of non-time deposits, pre-tax (9) Revenue Synergies • Revenue synergies have been identified but not included in the model 1) Includes estimated increases due to FDIC large bank assessment fee


 
Financially Attractive Transaction Including Cost of Excluding Cost of Estimated Pro Forma Impact ¹ Crossing $10bn Mark Crossing $10bn Mark² 2019 EPS Accretion ~4.0% ~4.5% 2020 EPS Accretion ~4.5% ~6.5% TBVPS Accretion ³ 0.1% -- TBVPS Earnback Period Not Applicable -- Internal Rate of Return 16% 20% Pro Forma Capital Ratios Current Pro Forma at Closing³ Tangible Common / Tangible Assets 9.1% ~8.8% Leverage Ratio 10.4% ~9.8% Tier 1 Capital Ratio 12.7% ~11.9% (10) Total Capital Ratio 14.2% ~12.9% 1) Estimated financial impact is presented solely for illustrative purposes using INDB analyst median estimates of $5.26 in 2019 and a long-term INDB EPS growth rate of 8.0% 2) Includes $0.5 million in pre-tax expenses associated with crossing $10bn in assets in 2019 and $5.63 million in 2020 3) Assumes 100% of the restructuring charges are incurred at closing


 
History of Expanding Franchise Value Through Successful Acquisitions Disciplined Acquisitions Falmouth Slade’s Ferry Benjamin Central Mayflower Bancorp Bancorp Franklin Bancorp Bancorp Bancorp Jan '04 Mar '08 Apr '09 Nov '12 Nov '13 $166mm Assets $630mm Assets $994mm Assets $537mm Assets $243mm Assets $145mm Deposits $411mm Deposits $701mm Deposits $357mm Deposits $219mm Deposits 4 Branches 9 Branches 11 Branches 10 Branches 8 Branches Deal Value: $36.9MM Deal Value: $102.2MM Deal Value: $84.5MM Deal Value: $52.0MM Deal Value: $40.3MM Peoples Federal Bancshares New England Bancorp Island Bancorp MNB Bancorp Feb '15 Nov '16 May '17 4Q '18 (est.)¹ $640mm Assets $276mm Assets $194mm Assets $366mm Assets $432mm Deposits $176mm Deposits $171mm Deposits $295mm Deposits 8 Branches Net 1 Branch Net 4 Branches 3 Branches Deal Value: $141.8MM Deal Value: $41.7MM Deal Value: $29MM Deal Value: $54MM (at announcement) (11) All Acquisitions Immediately Accretive 1) Financial data as of June 30, 2018 Deal metrics based on closing price and actual acquired assets


 
Compelling Transaction Rationale • Fortifies INDB position in familiar, attractive and coveted markets • Expands footprint into Nantucket • Combines two high quality franchises • Financially attractive • Provides benefit of additional scale • Low-risk transaction • Continues to build INDB franchise value (12)


 
Important Additional Information and Where to Find It This communication is being made in respect of the proposed merger involving Independent and Blue Hills. In connection with the proposed merger, Independent intends to file with the SEC a Registration Statement on Form S-4 containing a joint proxy statement/prospectus. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. Investors and security holders are advised to read the joint proxy statement/prospectus when it becomes available because it will contain important information. Investors and security holders may obtain a free copy of the registration statement (when available), including the joint proxy statement/prospectus and other documents filed by Independent and Blue Hills with the SEC at the SEC’s web site at www.sec.gov. These documents may be accessed and downloaded, free of charge, at Independent’s web site at www.RocklandTrust.com under the tab “Investor Relations” and then under the heading “SEC Filings” or by directing a request to Investor Relations, Independent Bank Corp., 288 Union Street, Rockland, Massachusetts 02370, telephone (781) 982-6737. You will also be able to obtain these documents free of charge at Blue Hills’ web site at www.bluehillsbancorp.com or by directing a request to Investors Relations, Blue Hills Bancorp, Inc., 500 River Ridge Drive, Suite 300, Norwood, Massachusetts 02062, telephone: (617) 361- 6900. This communication is not a solicitation of a proxy from any security holder of Independent or Blue Hills. However, Independent, Blue Hills, their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from stockholders of Independent and Blue Hills in respect of the proposed merger. Information regarding the directors and executive officers of Independent may be found in its definitive proxy statement relating to its 2018 Annual Meeting of Shareholders, which was filed with the SEC on March 29, 2018, and its Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC on February 27, 2018, each of which can be obtained free of charge from Independent’s website. Information regarding the directors and executive officers of Blue Hills may be found in its definitive proxy statement relating to its 2018 Annual Meeting of Stockholders, which was filed with the SEC on April 11, 2018, and its Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC on March 7, 2018, each of which can be obtained free of charge from Blue Hills’ website. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests in the merger will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. (13)


 
NASDAQ Ticker: INDB www.rocklandtrust.com Robert Cozzone – CFO & EVP Consumer and Business Banking Shareholder Relations: (781) 982-6737 Statements contained in this presentation that are not historical facts are “forward-looking statements” that are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, factors discussed in documents filed by the Company with the Securities and Exchange Commission from time (14) to time.


 
Pro Forma Loan and Deposit Composition INDB¹ BHBK Pro Forma Company Residential Residential Residential real estate real estate 49% real estate 34% 38% C&I C&I 15% 14% C&I 12% Other C&D Other C&D C&D Other 2% 7% 2% 7% 4% 2% Loans CRE CRE CRE 33% 35% Multifamily 30% 7% Multifamily 6% Multifamily 3% Total Loans: $6.8 billion¹ Total Loans: $2.3 billion Total Loans: $9.1 billion Retail 8% Transaction Retail 18% 13% Jumbo Jumbo Jumbo 2% Retail 7% 3% 31% Transaction Savings & 52% MMDA 38% Transaction Savings & Savings & 45% Deposits MMDA MMDA 39% 44% (15) Total Deposits: $7.3 billion¹ Total Deposits: $2.1 billion Total Deposits: $9.4 billion 1) INDB loan and deposit information is pro forma for INDB’s pending acquisition of MNB Bancorp Note: Regulatory holding company loan and deposit data as of June 30, 2018; Source: S&P Global Market Intelligence


 
Tangible Book Value Accretion Reconciliation Tangible Book Value Accretion Aggregate Per Share INDB Estimated TBV 06/30/2019 $842,091 $30.01 Plus: Equity Consideration $554,635 Less: Estimated After-tax Buyer Restructuring Charges ($22,078) Less: Estimated Intangible Assets Created ($345,041) Pro Forma TBV $1,029,607 $30.04 Accretion 0.1% (16)


 
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Section 3: EX-99.2 (EXHIBIT 99.2 - PRESS RELEASE)

Exhibit


Exhibit 99.2
395084440_indblogoincolora05.jpg 395084440_bhlogo.jpg

JOINT NEWS RELEASE

INDEPENDENT BANK CORP. AND BLUE HILLS BANCORP, INC.
SIGN MERGER AGREEMENT FOR
ROCKLAND TRUST COMPANY TO ACQUIRE
BLUE HILLS BANK

TRANSACTION WOULD RESULT IN
ROCKLAND TRUST HAVING OVER $11 BILLION IN ASSETS AND
THE LARGEST MASSACHUSETTS DEPOSIT SHARE AND
BRANCH PRESENCE OF ANY BANK HEADQUARTERED IN STATE

Rockland, Massachusetts and Hyde Park, Massachusetts (September 20, 2018). Independent Bank Corp. (NASDAQ Global Select Market: INDB) (“Independent”), parent of Rockland Trust Company (“Rockland Trust”), and Blue Hills Bancorp, Inc. (NASDAQ Global Select Market: BHBK) (“Blue Hills Bancorp”), parent of Blue Hills Bank, have signed a definitive merger agreement for Independent to acquire Blue Hills Bancorp and Rockland Trust to acquire Blue Hills Bank.

The merger agreement provides that each Blue Hills Bancorp stockholder will receive 0.2308 of a share of Independent common stock and $5.25 in cash for each share of Blue Hills Bancorp common stock. The transaction is intended to qualify as a tax-free reorganization for federal income tax purposes and to provide a tax-free exchange for Blue Hills Bancorp stockholders for the Independent common stock portion of the consideration they receive. The agreement provides that, effective as of and contingent upon the merger, Independent will add three Blue Hills Bancorp directors to its board of directors.

“Our transaction with Blue Hills Bank is a natural fit and is consistent with our strategy of acquiring banks in overlapping and adjacent markets,” said Christopher Oddleifson, the President and Chief Executive Officer of Independent and the Chief Executive Officer of Rockland Trust. “Blue Hills Bank is a strong, well run, growing company with a tremendous franchise. This acquisition will strengthen the position of Rockland Trust in Eastern Massachusetts and also permit us to expand onto Nantucket Island. Blue Hills Bank employs many talented individuals who we are excited to welcome to Rockland Trust.”

“This transaction creates a combined company with growth potential and considerable franchise value," said William M. Parent, the President and Chief Executive Officer of Blue Hills Bank. “We are pleased to join Rockland Trust, a best in class partner that will benefit our customers, employees and the communities we serve while also providing an attractive return to our shareholders.”

Blue Hills Bank was founded in 1871 as Hyde Park Savings Bank. Blue Hills Bank currently operates 11 branches in Boston, Dedham, Hyde Park (two locations), Milton, Norwood, West Roxbury, Westwood, and three locations on Nantucket Island which are operated under the name Nantucket Bank, a division of Blue Hills Bank. As of June 30, 2018 Blue Hills Bancorp had $2.7 billion in total assets, $2.3 billion in loans, and $2.1 billion in deposits.






Rockland Trust and Blue Hills Bank anticipate that their transaction will close in the first half of 2019. After the Blue Hills Bank merger and the closing of Rockland Trust’s previously announced acquisition of The Milford National Bank & Trust Company, which is anticipated in the fourth quarter of 2018, Rockland Trust will have over $11 billion in assets and the largest Massachusetts deposit share and most bank branches of any bank headquartered in Massachusetts. The Blue Hills Bank merger is anticipated to give Rockland Trust, which in 2017 expanded onto Martha’s Vineyard with the acquisition of The Edgartown National Bank, a Nantucket Island presence and the #1 deposit market share in Nantucket County. Rockland Trust is also projected to have the #3 deposit market share in Norfolk County following the Blue Hills Bank merger.

Independent anticipates issuing approximately 6.2 million shares of its common stock in the merger. Based upon Independent’s $89.35 per share closing price on September 19, 2018, the transaction is valued at approximately $726.5 million and the aggregate consideration represents 178% of Blue Hills Bancorp’s current tangible book value.

Independent anticipates that: (i) the acquisition will be approximately 4% accretive to its 2019 earnings per share, excluding one-time costs; and, (ii) the acquisition will be approximately 4.5% accretive to 2020 earnings per share.  Independent estimates that the transaction will generate an internal rate of return of about 16% and expects the transaction will be neutral to tangible book value per share. Merger related charges are expected to be approximately $36.0 million before tax, in the aggregate, incurred in 2018 and 2019.

The boards of directors of each company have unanimously approved the transaction. The transaction is subject to certain conditions, including the receipt of required regulatory approvals, approval by the stockholders of both Blue Hills Bancorp and Independent, and other standard conditions. Blue Hills Bancorp’s directors and officers who currently own, in the aggregate, about 4.4% of Blue Hills Bancorp’s outstanding shares have signed voting agreements pursuant to which they have agreed to vote their shares in favor of the merger.

Independent used Day Pitney LLP as its legal counsel and received a fairness opinion from Sandler O’Neill + Partners, L.P. Blue Hills Bancorp was advised by Keefe, Bruyette & Woods, Inc. and used Luse Gorman, PC as its legal counsel.

CONFERENCE CALL INFORMATION
At 8:45 a.m. Eastern Standard Time on Friday, September 21, 2018 Christopher Oddleifson, Chief Executive Officer and Robert Cozzone, Chief Financial Officer, will host a conference call to discuss the Blue Hills transaction. Internet access to the call is available on the Company’s website at www.rocklandtrust.com or via telephonic access by dial-in at 1-888-336-7153 reference: INDB. A replay of the call will be available by calling 1-877-344-7529, Replay Conference Number: 10124280 and will be available through October 21, 2018. Additionally, a webcast replay will be available until September 21, 2019.

INDEPENDENT BANK CORP. / ROCKLAND TRUST CONTACTS
Investor:
Robert D. Cozzone, Chief Financial Officer
Independent Bank Corp.
(781) 982-6723
[email protected]

Media:





Ellen Molle, Public Relations Marketing Manager
Rockland Trust Company
(781) 982-6537
[email protected]

BLUE HILLS BANCORP, INC. / BLUE HILLS BANK CONTACTS
Investor and Media Contact:
William M. Parent, President and Chief Executive Officer of Blue Hills Bancorp and Blue Hills Bank
(617) 360-6520
[email protected]


ABOUT INDEPENDENT BANK CORP.
Independent Bank Corp., which has Rockland Trust Company as its wholly-owned commercial bank subsidiary, has $8.4 billion in assets. Named in 2017 to The Boston Globe’s “Top Places to Work” list for the ninth consecutive year, Rockland Trust offers a wide range of banking, investment, and insurance services. Rockland Trust serves businesses and individuals through approximately 100 retail branches, commercial and residential lending centers, and investment management offices in eastern Massachusetts, including greater Boston, the South Shore, the Cape and Islands, and Rhode Island. Rockland Trust also offers a full suite of mobile, online, and telephone banking services. Rockland Trust is an FDIC member and an Equal Housing Lender. To find out why Rockland Trust is the bank “Where Each Relationship Matters®”, visit www.RocklandTrust.com.
ABOUT BLUE HILLS BANCORP, INC.
Blue Hills Bancorp, Inc., with corporate headquarters in Norwood, Massachusetts, had assets of $2.7 billion at June 30, 2018 and operates 11 retail branch offices in Boston, Dedham, Hyde Park, Milton, Nantucket, Norwood, West Roxbury, and Westwood, Massachusetts. Blue Hills Bank is a full service, community bank with its main office in Hyde Park, Massachusetts. Blue Hills Bank’s three branches in Nantucket, Massachusetts operate under the name, Nantucket Bank, a division of Blue Hills Bank. Blue Hills Bank provides consumer, commercial and municipal deposit and loan products in eastern Massachusetts through its branch network, loan production offices and eCommerce channels. Blue Hills Bank offers commercial business and commercial real estate loans in addition to cash management services and commercial deposit accounts. Blue Hills Bank also serves consumers through a full suite of consumer banking products, including checking accounts, mortgage loans, equity lines of credit and traditional savings and certificate of deposit accounts. Blue Hills Bank has invested substantially in online technology, including online account opening and funding, online mortgage applications, online banking, mobile banking, bill pay and mobile deposits. Blue Hills Bank has been serving area residents for over 145 years. For more information about Blue Hills Bank, visit www.bluehillsbank.com.





ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed merger, Independent Bank Corp. intends to file with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-4 containing a joint proxy statement/prospectus. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. Investors and security holders are advised to read the joint proxy statement/prospectus when it becomes available because it will contain important information. Investors and security holders may obtain a free copy of the registration statement (when available), including the joint proxy statement/prospectus and other documents filed by Independent Bank Corp. and Blue Hills Bancorp, Inc. with the Commission at the Commission’s web site at www.sec.gov. These documents may be accessed and downloaded, free of charge, at Independent Bank Corp.’s web site at www.RocklandTrust.com under the tab “Investor Relations” and then under the heading “SEC Filings” or by directing a request to Investor Relations, Independent Bank Corp., 288 Union Street, Rockland, Massachusetts 02370, telephone (781) 982-6737. You will also be able to obtain these documents free of charge at Blue Hills Bancorp, Inc.’s web site at www.bluehillsbank.com or by directing a request to Investors Relations, Blue Hills Bancorp, Inc., 500 River Ridge Drive, Suite 300, Norwood, Massachusetts 02062, (617) 361-6900.

PARTICIPANTS IN THE SOLICITATION
This communication is not a solicitation of a proxy from any security holder of Independent Bank Corp. or Blue Hills Bancorp, Inc. However, Independent Bank Corp., Blue Hills Bancorp, Inc., their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from stockholders of Independent Bank Corp. and Blue Hills Bancorp, Inc. in respect of the proposed merger. Information regarding the directors and executive officers of Independent Bank Corp. may be found in its definitive proxy statement relating to its 2018 Annual Meeting of Shareholders, which was filed with the Commission on March 29, 2018, and its Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the Commission on February 27, 2018, each of which can be obtained free of charge from Independent Bank Corp.’s website. Information regarding the directors and executive officers of Blue Hills Bancorp, Inc. may be found in its definitive proxy statement relating to its 2018 Annual Meeting of Stockholders, which was filed with the Commission on April 11, 2018, and its Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the Commission on March 7, 2018, each of which can be obtained free of charge from Blue Hills Bancorp, Inc.’s web site. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests in the merger will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the Commission when they become available.

FORWARD-LOOKING STATEMENTS
Information set forth in this press release, including financial estimates and statements as to the expected timing, completion and effects of the proposed merger, constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the rules, regulations and releases of the Commission. Such forward-looking statements include, but are not limited to, statements about the expected benefits of the merger, including the anticipated impact on Independent Bank Corp.’s earnings, profitability, expenses, tangible book value, the acquisition’s expected internal rate of return, any other future financial and operating results, Rockland Trust Company’s plans to maintain or expand its presence in Norfolk, Suffolk and Nantucket counties and Rockland Trust Company’s other plans, objectives, expectations and intentions. Any statements that are not statements of historical fact, including statements containing such words as “will,” “could,” “plans,” “intends,” “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “anticipate,” “estimated,” or similar expressions,





should also be considered forward-looking statements, although not all forward-looking statements contain these identifying words. Readers are cautioned not to place undue reliance on these forward-looking statements, which are based upon assumptions and the current beliefs and expectations of the management of Independent Bank Corp. and Blue Hills Bancorp, Inc. These forward-looking statements are subject to known and unknown risks and uncertainties, and actual results may differ materially from those discussed in, or implied by, these forward-looking statements.

Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements include, but are not limited to, the following: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the risk that the stockholders of either Independent Bank Corp. or Blue Hills Bancorp, Inc. may not adopt the merger agreement; (3) the risk that the necessary regulatory approvals may not be obtained, may be delayed, or may be obtained subject to conditions that are not anticipated; (4) delays in closing the merger or other risks that any of the closing conditions to the merger may not be satisfied in a timely manner or at all; (5) the inability to realize expected cost savings and synergies from the merger in the amounts or in the timeframe anticipated; (6) the diversion of management’s time from existing business operations due to time spent related to the merger or integration efforts; (7) the inability to successfully integrate Blue Hills Bank or that the integration will be more difficult, time-consuming, or costly than expected; (8) unexpected material adverse changes in the operation or earnings of either Independent Bank Corp. or Blue Hills Bancorp, Inc., the real estate markets in which they operate, the local economy, or the local business environment; (9) potential litigation in connection with the merger; (10) higher than expected transaction or other costs and expenses; and (11) higher than expected attrition of the customers or key employees of Blue Hills Bancorp, Inc. There are important additional factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including the factors described in Independent Bank Corp.’s and Blue Hills Bancorp, Inc.’s Annual Reports on Form 10-K for the year ended December 31, 2017, which were filed with the Commission on February 27, 2018 and on March 7, 2018, respectively.

Except as required by law, Independent Bank Corp. and Blue Hills Bancorp, Inc. disclaim any intent or obligation to update publicly any such forward-looking statements, whether in response to new information, future events, inaccurate assumptions or otherwise. Any public statements or disclosures by Independent Bank Corp. or Blue Hills Bancorp, Inc. following this press release will be deemed to modify or supersede such statements in this press release. In addition to the information set forth in this press release, you should carefully consider the Risk Factors in the joint proxy statement/prospectus when it becomes available.



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