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 was led by Michael Rave and 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 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 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.
October 24, 2019
Partners Edward Krzanowski, Tiana Gianopulos and Daniel Gottfried spoke at the 2019 Federal Tax Institute of New England, a CLE program presented by the Estates and Probate Section and the Tax Section of the Connecticut Bar Association and held in Portland, CT.
On January 27, Michael Rave will be speaking on "Public & Private Capital Raising: How To Fund Your Bank for Growth and/or Change" at Bank Director's annual conference, Acquire or Be Acquired, in Phoenix, AZ.
Patricia "Paty" Jimenez has been elected President of the Connecticut Hispanic Bar Association (CHBA).
Lane Watson was featured in the Connecticut Law Tribune article "Goodbye Law Firm Retreats: New Executive Order Allows For Remote Annual Meetings During COVID-19 Crisis."
Hedge Fund Law Report covered Erik Bergman's move to Day Pitney's Stamford office in an article posted March 12.
Day Pitney LLP represented Pula Capital Management LP (Pula), a newly formed investment manager based in Virginia, in connection with (i) the acquisition of a minority ownership interest in Pula by Felton Group, LLC (Felton Group), and (ii) an investment by Felton Group in Pula Capital Fund, LP, a newly formed fund managed by Pula that intends to employ novel mathematical techniques and a proprietary, systematic predictive model to trade a diversified long-short portfolio of liquid U.S. equities.
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