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 Exchange Act of 1934

Date of Report (Date of earliest event reported): October 1, 2022

CAMBRIDGE BANCORP

(Exact name of Registrant as Specified in Its Charter)

Massachusetts (State or Other Jurisdiction of Incorporation)	001-38184 (Commission File Number)	04-2777442 (IRS Employer Identification No.)
1336 Massachusetts Avenue Cambridge, Massachusetts		02138
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 876-5500

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Common Stock	CATC	NASDAQ
(Title of each class)	(Trading symbol)	(Name of each exchange on which registered)

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 2.01 Completion of Acquisition or Disposition of Assets.

On October 1, 2022, Cambridge Bancorp (NASDAQ: CATC) (“Cambridge”), completed its previously announced acquisition of Northmark Bank (“Northmark”), pursuant to an Agreement and Plan of Merger, dated as of May 23, 2022 (the “Merger Agreement”), by and among Cambridge, Cambridge Trust Company ("Cambridge Trust") and Northmark. Under the terms of the Merger Agreement, Northmark merged with and into Cambridge Trust (the "Merger"), with Cambridge Trust being the surviving entity.

As a result of the Merger, each share of Northmark common stock was converted into the right to receive 0.9950 shares of common stock, par value $1.00 per share of Cambridge with cash paid in lieu of fractional shares.

A copy of Cambridge’s press release dated October 3, 2022, announcing the completion of the Merger is attached hereto as Exhibit 99.1.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was attached as Exhibit 2.1 to the Cambridge’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2022, and is incorporated by reference herein.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with and effective upon completion of the Merger, and in accordance with the terms of the Merger Agreement, the Board of Directors of Cambridge (the “Board”) appointed Jane C. Walsh, the former President and Chief Executive Officer of Northmark to the Board. In addition, Ms. Walsh was appointed to the Board of Directors of Cambridge Trust.

Ms. Walsh will hold office until the Company’s 2023 annual meeting of shareholders, and will be nominated by the Board to stand for re-election at the Company’s 2023 annual meeting of shareholders for a term expiring in 2026.

There have been no transactions involving Ms. Walsh that would require disclosure under Item 404(a) of Regulation S-K.

As a non-employee member of the Board, Ms. Walsh will be entitled to the director compensation set forth in the Company’s proxy statement filed with the SEC on March 16, 2022.

(d) Exhibits

Exhibit Number	Description
99.1	Press release dated October 3, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

	CAMBRIDGE BANCORP
October 3, 2022
	By	/s/ Michael F. Carotenuto
		Michael F. Carotenuto
		Chief Financial Officer, Executive Vice President

EX-99.1

EX: 99-1

 

FOR IMMEDIATE RELEASE

Cambridge Bancorp Announces Completion of Merger with Northmark Bank

Combined company creates an estimated $5.6 billion banking franchise

and expands presence in attractive markets

Systems conversion expected to take place in the second quarter of 2023

CAMBRIDGE, MA. -- Today, October 3, 2022, Cambridge Bancorp (NASDAQ: CATC) (the “Cambridge Bancorp”), the parent company of Cambridge Trust Company (the “Cambridge Trust”), announced the successful completion of its acquisition of Northmark Bank (“Northmark”) through the merger of Northmark and Cambridge Trust effective October 1, 2022. The transaction is valued at $62.8 million. Under the terms of the merger agreement, each share of Northmark common stock will be exchanged for 0.9950 shares of Cambridge Bancorp common stock.

“We are pleased to announce the completion of the merger with Northmark and are excited to build a stronger future for both Cambridge Trust and Northmark as one,” said Denis K. Sheahan, president and chief executive officer of Cambridge Trust, who will lead the combined company in the same capacity. “This combination expands Cambridge Trust’s presence into the attractive and affluent markets of North Andover, Andover and Winchester with three full-service banking offices while connecting our Greater Boston and southern New Hampshire existing markets.

The combined company will continue to focus on delivering exceptional personal and customized client service to both individuals and businesses and deepening engagement in the local communities with financial support from Cambridge Trust Charitable Foundation.

Clients of Northmark Bank will continue to be served through its current banking offices, website and mobile apps until its brand and systems are fully converted to Cambridge Trust, which is expected to occur over the weekend beginning April 21, 2023.

In connection with the closing of the merger, Jane C. Walsh, a founder and former President and CEO of Northmark will join Cambridge Bancorp and Cambridge Trust as a Director.

Piper Sandler & Co. served as financial advisor to Cambridge Bancorp and Hogan Lovells US LLP served as its legal counsel. Griffin Financial Group, LLC served as financial advisor and provided a fairness opinion to Northmark and Goodwin Procter LLP served as its legal counsel.

About Cambridge Bancorp

Cambridge Bancorp, the parent company of Cambridge Trust Company, is based in Cambridge, Massachusetts. Cambridge Trust Company is a 132-year-old Massachusetts chartered commercial bank with approximately $5.1 billion in assets at June 30, 2022, and a total of 19 Massachusetts and New Hampshire locations. Cambridge Trust Company is one of New England’s leaders in private banking and wealth management with $4.0 billion in client assets under management and administration at June 30, 2022. The Wealth Management group maintains offices in Boston and Wellesley, Massachusetts and Concord, Manchester, and Portsmouth, New Hampshire.

1

Forward-looking Statements

Certain statements herein may constitute “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements about the Company and its industry involve substantial risks and uncertainties. Statements other than statements of current or historical fact, including statements regarding the Company’s future financial condition, results of operations, business plans, liquidity, cash flows, projected costs, the impact of any laws or regulations applicable to the Company, and measures being taken in response to the COVID-19 pandemic and the impact of the COVID-19 pandemic on the Company’s business are forward-looking statements. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “may,” “will,” “should,” and other similar expressions are intended to identify these forward-looking statements. Such statements are subject to factors that could cause actual results to differ materially from anticipated results. Such factors include, but are not limited to, the following: the businesses of Cambridge and Northmark may not be combined successfully, or such combination may take longer to accomplish than expected; the cost savings from the merger may not be fully realized or may take longer to realize than expected; operating costs, customer loss and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected; changes to interest rates; the ability to control costs and expenses; the current global economic uncertainty and economic conditions being less favorable than expected; disruptions to the credit and financial markets; changes in the Company’s accounting policies or in accounting standards; weakness in the real estate market; legislative, regulatory, or accounting changes that adversely affect the Company’s business and/or competitive position; the Dodd-Frank Act’s consumer protection regulations; the duration and scope of the COVID-19 pandemic and its impact on levels of consumer confidence; actions that governments, businesses and individuals take in response to the COVID-19 pandemic; the impact of the COVID-19 pandemic and actions taken in response to the pandemic on global and regional economies and economic activity; a prolonged resurgence in the severity of the COVID-19 pandemic due to variants and mutations of the virus; the pace of recovery when the COVID-19 pandemic subsides; disruptions in the Company’s ability to access the capital markets; and other factors that are described in the Company’s filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the year end December 31, 2021, which the Company filed on March 14, 2022. The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. You are cautioned not to place undue reliance on these forward-looking statements.

CONTACT:

Cambridge Bancorp

Michael F. Carotenuto

Chief Financial Officer

617-520-5520

2

XML

Document and Entity Information	Oct. 01, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 01, 2022
Entity Registrant Name	CAMBRIDGE BANCORP
Entity Central Index Key	0000711772
Entity Emerging Growth Company	false
Entity File Number	001-38184
Entity Incorporation, State or Country Code	MA
Entity Tax Identification Number	04-2777442
Entity Address, Address Line One	1336 Massachusetts Avenue
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02138
City Area Code	617
Local Phone Number	876-5500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	CATC
Security Exchange Name	NASDAQ