UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15 (d)
of The Securities and Exchange Act of 1934
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EXPLANATORY NOTE
On November 15, 2021, Independent Bank Corp. (“Independent”) filed a Current Report on Form 8-K (the “Original Report”) to disclose the completion on November 12, 2021 of its previously announced acquisition of Meridian Bancorp, Inc. (“Meridian”) pursuant to an Agreement and Plan of Merger, dated as of April 22, 2021, by and among Independent, Rockland Trust Company (“Rockland Trust”), Bradford Merger Sub Inc. (“Merger Sub”), Meridian and East Boston Savings Bank (“East Boston”). Pursuant to the Merger Agreement, upon the terms and subject to the conditions set forth in the Merger Agreement, among other things, (i) Merger Sub merged with and into Meridian, with Meridian continuing as the surviving entity (the “Merger” and the effective time of the Merger, the “Effective Time”), (ii) immediately after the Merger, Meridian merged with and into Independent, with Independent continuing as the surviving entity (the “HoldCo Merger”) and (iii) immediately following the HoldCo Merger, East Boston merged with and into Rockland Trust, with Rockland Trust continuing as the surviving entity (the “Bank Merger” and, together with the Merger and the HoldCo Merger, the “Transaction”).
This Form 8-K/A amends the Original Report to include the historical audited financial statements of Meridian and the unaudited pro forma combined financial information required by Items 9.01(a) and 9.01(b) of Form 8-K, which were excluded from the Initial 8-K in reliance on the instructions to such items.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
a. Financial Statements of Business Acquired
The historical audited Consolidated Financial Statements of Meridian for the years ended December 31, 2020 and 2019 which include the Balance Sheets, Statements of Net Income, Statements of Comprehensive Income, Statements of Changes in Stockholders’ Equity, Statement of Cash Flows and Notes to Consolidated Financial Statements, are filed herewith as Exhibit 99.1.
The historical unaudited Consolidated Financial Statements of Meridian for the nine months ended September 30, 2021 and 2020, which include the unaudited Balance Sheets, Statements of Net Income, Statements of Comprehensive Income, Statements of Changes in Stockholders’ Equity, Statement of Cash Flows and Notes to unaudited Consolidated Financial Statements, are filed herewith as Exhibit 99.2.
b. Pro Forma Financial Information
Attached hereto as Exhibit 99.3 and incorporated by reference, are the unaudited pro forma condensed financial statements of the Company as of and for the nine-month period ended September 30, 2021 and for the year ended December 31, 2020, giving effect to the Transaction and the transactions contemplated by the Merger Agreement.
d. Exhibits
The following exhibits are included with this Report.
Exhibit Index
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 26, 2022 |
By: | /s/ Mark J. Ruggiero | ||||
| MARK J. RUGGIERO | ||||||
| CHIEF FINANCIAL OFFICER | ||||||