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 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.
Brian Fischer spoke on "Defining Success from a Legal Perspective – How to Best Structure the Transaction to Meet the Owner's Objectives while Providing Significant Legal Protection," at an Exit Planning Exchange (XPX) Hartford program.
Michael Rave will be speaking at Acquire or Be Acquired, an annual conference presented by Bank Director magazine being held in Phoenix from January 28 – 30.
On January 19, Michael Rave will be speaking at the Economic Leadership Forum, presented by the New Jersey Bankers Association.
Stephen Ziobrowski and Andrew Wogman authored the article "Challenges of Selling an S Corporation," which was published by Law360.
Mike Rave was quoted in an analysis article, "Reg Rollbacks Seen As Bit Player In $28B BB&T-SunTrust Deal," published by Law360.
Jed Davis was quoted in an article, "Marriott Hack Shows Risks Of Lax Cyber Diligence In Mergers," published by Law360.
Day Pitney Press Release
Day Pitney Press Release
Jed Davis will be a featured panelist in a CLE program titled, "Implementing the New DFS Cybersecurity Regulation," (click on title to register), sponsored by the Data Law Initiative at Cardozo Law School.