FORM 8-K |
INDEPENDENT BANK CORP. | ||||
(Exact name of registrant as specified in its charter) | ||||
Massachusetts | 1-9047 | 04-2870273 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Office Address: 2036 Washington Street, Hanover, Massachusetts Mailing Address: 288 Union Street, Rockland, Massachusetts | 02339 02370 |
(Address of principal executive offices) | (Zip Code) |
(718) 878-6100 | ||
Registrant’s telephone number, including area code | ||
• | All regulatory approvals relating to the merger have been received. |
• | The deadline for Peoples shareholders to elect the form of merger consideration they wish to receive in connection with the merger is 5:00 p.m., Eastern Time on February 12, 2015. |
• | The merger is anticipated to close on or about February 20, 2015. |
• | 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 in the local real estate market; |
• | a further deterioration of the credit rating for U.S. long-term sovereign debt; |
• | 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; |
• | 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 rates and any changes in and any failure by Independent to comply with tax laws generally and requirements of the federal New Markets Tax Credit program; |
• | unexpected changes in market interest rates for interest earning assets and/or interest bearing liabilities; |
• | adverse changes in asset quality including an unanticipated credit deterioration in our loan portfolio; |
• | unexpected increased competition in 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; |
• | our inability to adapt to changes in information technology; |
• | electronic fraudulent activity within the financial services industry, especially in the commercial banking sector; |
• | adverse changes in consumer spending and savings habits; |
• | failure to satisfy conditions related to the closing of the merger on the proposed terms and within the proposed timeframe necessary for the merger of Peoples Federal Bancshares with Independent Bank Corp.; |
• | the inability to realize expected revenue synergies from the Peoples Federal Bancshares merger in the amounts or in the timeframe anticipated; |
• | costs or difficulties relating to the Peoples Federal Bancshares integration matters might be greater than expected; |
• | inability to retain customers and employees, including those of Peoples Federal Bancshares; |
• | the effect of new laws and regulations regarding the financial services industry including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act; |
• | changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) generally applicable to 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; and |
• | other unexpected material adverse changes in our operations or earnings. |
Exhibit Number | Description | |
99.1 | Joint press release of Independent Bank Corp. and Peoples Federal Bancshares, Inc. dated January 26, 2015 |
INDEPENDENT BANK CORP. | ||||
January 26, 2015 | By: | /s/ Edward H. Seksay | ||
Edward H. Seksay | ||||
General Counsel |
JOINT NEWS RELEASE | ||
Independent Bank Corp. | Peoples Federal Bancshares, Inc. | |
288 Union Street | 435 Market Street | |
Rockland, MA 02370 | Brighton, MA 02135 | |
Investor Contacts: | Investor and Media Contacts: | |
Chris Oddleifson | Maurice H. Sullivan, Jr. | |
President and Chief Executive Officer | Chairman and Chief Executive Officer | |
(781) 982-6660 | (617) 254-0707 | |
Robert Cozzone | ||
Chief Financial Officer | ||
(781) 982-6723 |
• | All regulatory approvals relating to the Merger have been received and applicable regulatory waiting periods have expired as of January 26, 2015. |
• | The deadline for Peoples shareholders to elect the form of merger consideration they wish to receive in connection with the Merger is 5:00 p.m., Eastern Time on February 12, 2015 (the “Election Deadline”). As previously announced, Peoples shareholders can elect, for each share of Peoples common stock held, either cash, Independent common stock, or a combination of cash and Independent common stock. All elections will be subject to proration to the extent necessary to ensure that 60% of the outstanding shares of Peoples are exchanged for Independent common stock and 40% of the outstanding shares of Peoples are exchanged for cash. To make an election, Peoples shareholders must deliver to Computershare Trust Company, N.A., the exchange agent for the Merger, prior to the Election Deadline, a properly completed election form and related letter of transmittal, together with their Peoples stock certificates or confirmation of book-entry transfer, or a properly completed notice of guaranteed delivery. Peoples shareholders should refer to the election materials and letter of transmittal previously mailed to them for additional |
• | The Merger is anticipated to close on or about February 20, 2015. |
• | 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 in the local real estate market; |
• | a further deterioration of the credit rating for U.S. long-term sovereign debt; |
• | 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; |
• | 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 rates and any changes in and any failure by Independent to comply with tax laws generally and requirements of the federal New Markets Tax Credit program; |
• | unexpected changes in market interest rates for interest earning assets and/or interest bearing liabilities; |
• | adverse changes in asset quality including an unanticipated credit deterioration in our loan portfolio; |
• | unexpected increased competition in 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; |
• | our inability to adapt to changes in information technology; |
• | electronic fraudulent activity within the financial services industry, especially in the commercial banking sector; |
• | adverse changes in consumer spending and savings habits; |
• | failure to satisfy conditions related to the closing of the merger on the proposed terms and within the proposed timeframe necessary for the merger of Peoples Federal Bancshares with Independent Bank Corp.; |
• | the inability to realize expected revenue synergies from the Peoples Federal Bancshares merger in the amounts or in the timeframe anticipated; |
• | costs or difficulties relating to the Peoples Federal Bancshares integration matters might be greater than expected; |
• | inability to retain customers and employees, including those of Peoples Federal Bancshares; |
• | the effect of new laws and regulations regarding the financial services industry including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act; |
• | changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) generally applicable to 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; and |
• | other unexpected material adverse changes in our operations or earnings. |