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Day Pitney LLP represented Independent Bank Corp. (Independent), parent of Rockland Trust Company, in its definitive merger agreement with Blue Hills Bancorp, Inc., parent of Blue Hills Bank, for Independent to acquire Blue Hills Bancorp and Rockland Trust to acquire Blue Hills Bank.
Under the terms of the merger agreement, 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.
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.
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.
The Day Pitney team representing Independent included Richard Leu, Jaclyn D'Esposito, Christopher Rogers, Tristan Schmidt, David Doyle, Thomas O'Mullane, Stephen Ziobrowski and Aaron Kriss.
Day Pitney also represented Independent in connection with Rockland Trust's previously announced acquisition of the Milford National Bank & Trust Company. The related press release can be viewed here.On March 19, Partner Brian Fischer served as a panelist for the Exit Planning Exchange Connecticut (XPX CT): Fairfield and Hartford Chapter joint event, "Fine Print – the Deal's Not Done Until the Paperwork is Finished."
On July 7, Michael Kaufman will participate as faculty on Strafford's 90-minute Q&A style webinar, "Contribution Agreements: Joint Liability and Rights of Contribution Under Loan Guaranties."
On February 20, Michael Dunne spoke at FinXTech R.O.D.E., a conference presented by Autobooks, Bank Director and Microsoft and held at the Advanced Technology Development Center in Atlanta, GA.
On February 20, Michael Rave and Michael Dunne spoke at FinXTech R.O.D.E., a conference presented by Autobooks, Bank Director and Microsoft and held at the Advanced Technology Development Center in Atlanta, GA.
On January 15, Brian Fischer spoke at "When Good Deals Go Bad – Pitfalls to Avoid During the Sale Process," an Exit Planning Exchange (XPX) program held at The Hartford Club in Hartford, CT.
Day Pitney Partner Michael Kaufman was featured in a Law360 Pulse Q&A discussing his new position as chair of the firm's Institutional Finance and Commercial Lending group.
Day Pitney Stamford Partner Michael Kaufman's new role as chair of the firm's Institutional Finance and Commercial Lending group was featured in Law360 Pulse.
Day Pitney Press Release
Day Pitney Press Release
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