8-K

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:

January 25, 2019

(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 (17CFR 230.405)) or Rule 12b-2 of the Exchange Act (17CFR 240.12b-2).

Emerging growth company o

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. o

Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On January 25, 2019, Independent Bank Corp. (the “Company”) held a Special Meeting of Shareholders (the “Special Meeting”). Of the 28,080,444 shares of the Company’s common stock outstanding at the close of business on the record date for the Special Meeting, December 4, 2018, 23,447, 200 shares were present or represented by proxy at the Special Meeting. The Company’s shareholders took the following actions:

Proposal #1 - Approved the Agreement and Plan of Merger, dated as of September 20, 2018(the "Merger Agreement"), by and among the Company, Rockland Trust Company, Blue Hills Bancorp, Inc. (“BHB”) and Blue Hills Bank, and the transactions contemplated by the Merger Agreement, including the merger of BHB with and into the Company and the issuance of up to 6,835,690 shares of the Company’s common stock in connection with the merger (the “Merger Agreement Proposal”).The results of voting were as follows:

For	Against	Abstain	Broker Non-Votes
23,232,002	132,823	82,375	—

Proposal #2 - Approved a proposal to authorize the Board of Directors to adjourn or postpone the Special Meeting to a later date, if necessary, to solicit additional proxies in favor of the Merger Agreement Proposal or to vote on other matter properly brought before the Special Meeting. The results of voting were as follows:

For	Against	Abstain	Broker Non-Votes
21,927,270	1,429,622	90,308	—

ITEM 8.01OTHER EVENTS

On January 25, 2019, the Company issued a press release announcing that the Company’s shareholders approved the merger with BHB at the Special Meeting. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

d. The following exhibits are included with this Report:

Exhibit #	Exhibit Description
99.1	Press Release of Independent Bank Corp. dated January 25, 2019.

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:	January 25, 2019	By:	/s/Edward H. Seksay
			EDWARD H. SEKSAY
			GENERAL COUNSEL

EX-99.1

Exhibit 99.1

SHAREHOLDERS OF INDEPENDENT BANK CORP. APPROVE BLUE HILLS BANCORP, INC ACQUISITION

Rockland, Massachusetts. January 25, 2019. Shareholders of Independent Bank Corp. (NASDAQ: INDB) (“Independent”), parent of Rockland Trust Company, approved the merger of Independent and Blue Hills Bancorp, Inc. ("Blue Hills Bancorp") pursuant to the Agreement and Plan of Merger, dated as of September 20, 2018 (the "Merger Agreement"). Subject to the terms of the Merger Agreement, Blue Hills Bancorp will merge with and into Independent, with Independent surviving the merger, and Blue Hills Bank will merge with and into Rockland Trust Company, with Rockland Trust Company surviving the merger. At the effective time of the merger, Blue Hills Bancorp's stockholders will receive in exchange for each share of Blue Hills Bancorp common stock, (i) $5.25 in cash and (ii) 0.2308 of a share of Independent common stock in accordance with the terms and conditions of the Merger Agreement. The merger remains subject to regulatory approval and other customary closing conditions. The merger is expected to close in the first half of 2019. Independent’s and Blue Hills Bancorp’s common stock are each listed on the Nasdaq Global Select Market under the trading symbols “INDB” and “BHBK,” respectively.

Contacts

Independent Bank Corp.

Investor:

Robert D. Cozzone, Chief Financial Officer

Independent Bank Corp.

(781) 982-6723

Robert.Cozzone@rocklandtrust.com

Media:

Ellen Molle, Public Relations Marketing Manager

Rockland Trust Company

(781) 982-6537

Ellen.Molle@rocklandtrust.com

About Independent Bank Corp.

Independent Bank Corp. has approximately $8.9 billion in assets and is the holding company for Rockland Trust Company, a full-service commercial bank headquartered in Massachusetts. Named in 2018 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. The Bank 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. Independent is an FDIC member and an Equal Housing Lender. To find out why Rockland Trust is the bank “Where Each Relationship Matters®”, please visit www.rocklandtrust.com.

Forward Looking Statements

This press release 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 acquisition of and Blue Hills Bancorp, which is subject to certain standard conditions, including regulatory approvals;

• 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.