0001018399FALSE00010183992024-12-082024-12-08
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): December 12, 2024 (December 8, 2024)
ENTERPRISE BANCORP, INC.
(Exact name of registrant as specified in charter)
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Massachusetts | | 001-33912 | | 04-3308902 |
(State or other jurisdiction | | (Commission | | (IRS Employer |
of incorporation) | | File Number) | | Identification No.) |
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222 Merrimack Street | | |
Lowell, | Massachusetts | | 01852 |
(Address of principal executive offices) | | (Zip Code) |
(978)459-9000
(Registrant’s telephone number, including area code)
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:
☐ 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:
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Title of each class | Trading symbol(s) | Name of each exchange on which registered |
Common Stock, $0.01 par value per share | EBTC | NASDAQ Stock Market |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Amendment to Employment Agreement for Steven R. Larochelle
On December 8, 2024, in connection with the execution of that certain Agreement and Plan of Merger, dated December 8, 2024 (the “Agreement”), by and among Enterprise Bancorp, Inc. (“Enterprise” or the “Company”), Enterprise Bank and Trust Company, a Massachusetts-chartered trust company and wholly owned subsidiary of the Company (“Enterprise Bank”), Independent Bank Corp. (“Independent”), and Rockland Trust Company, a Massachusetts-chartered trust company and wholly owned subsidiary of Independent (“Rockland”), pursuant to which, upon the terms and subject to the conditions of the Agreement, the Company will merge with and into Independent, with Independent continuing as the surviving corporation (the “Proposed Transaction”), the Company and Steven R. Larochelle, the Company’s Chief Executive Officer (the “Executive”), entered into an amendment to his Employment Agreement, dated June 5, 2024 (the “Employment Agreement”), such amendment to be effective as of immediately prior to the closing of the Proposed Transaction (the “Amendment”). Capitalized terms used but not defined herein shall have the meanings given to them in the Employment Agreement.
The Amendment provides, among other things, that Section 4.1 of the Employment Agreement relating to events of termination be deleted and replaced with a new Section 4.1 that provides the following benefits be paid to Mr. Larochelle upon his termination of employment following the Proposed Transaction (subject to Bank Regulatory Limitations): (a) earned and accrued but previously unpaid Base Salary through the date of termination; (b) payment for any vacation days accrued but unused through the date of termination, including all unused unaccrued vacation days through the year in which the termination occurs days; (c) reimbursement of any outstanding expenses incurred prior to the date of termination; (d) any bonus actually awarded or earned for a prior year or current year, but not yet paid as of the date of termination; (e) any vested benefits under any employee benefit plans, together with any other non-severance related compensation and benefits; and (f) a one-time lump sum payment in an amount equal to $2,782,974.96, subject to adjustment (the “Severance Payment”), payable within thirty (30) days following Executive’s termination of employment with the Company, subject to Executive’s timely execution and non-revocation of a release of claims. In addition, the Amendment provides that Executive will abide by certain non-competition restrictive covenants for the term of his employment and a period of twenty-four (24) months after the termination of his employment for any reason.
The foregoing description of the Amendment is a summary only, and accordingly, does not purport to be complete and is qualified in its entirety to the full text of the Amendment, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On December 11, 2024, the Company mailed to its shareholders a letter briefly describing the proposed merger of the Company with Independent, and announcing the suspension of the Company’s Dividend Reinvestment and Stock Purchase Plan, effective December 9, 2024. A copy of the letter mailed to shareholders is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by this reference.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are included with this Current Report on Form 8-K:
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This communication may contain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, the plans, objectives, expectations and intentions of Independent and Enterprise, the expected timing of completion of the proposed transaction, and other statements that are not historical facts. Such statements reflect the current views of Independent and Enterprise with respect to future events and financial performance, and are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs, expectations, plans, predictions, forecasts, objectives, assumptions or future events or performance, are forward-looking statements. Forward-looking statements often, but not always, may be identified by words such as expect, anticipate, believe, intend, potential, estimate, plan, target, goal, or similar words or expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.
Independent and Enterprise caution that the forward-looking statements in this communication are not guarantees of future performance and involve a number of known and unknown risks, uncertainties and assumptions that are difficult to assess and are subject to change based on factors which are, in many instances, beyond Independent’s and Enterprise’s control. While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements: (1) changes in general economic, political, or industry conditions; (2) uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve Board; (3) volatility and disruptions in global capital and credit markets; (4) movements in interest rates; (5) the resurgence of elevated levels of inflation or inflationary pressures in the United States and the Enterprise and Independent market areas; (6) increased competition in the markets of Independent and Enterprise; (7) success, impact, and timing of business strategies of Independent and Enterprise; (8) the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations; (9) the expected impact of the proposed transaction between Enterprise and Independent on the combined entities’ operations, financial condition, and financial results; (10) the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); (11) the failure to obtain Enterprise shareholder approval or to satisfy any of the other conditions to the proposed transaction on a timely basis or at all or other delays in completing the proposed transaction; (12) the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement; (13) the outcome of any legal proceedings that may be instituted against Independent or Enterprise; (14) the possibility that the anticipated benefits of the proposed transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Independent and Enterprise do business; (15) the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (16) diversion of management’s attention from ongoing business operations and opportunities; (17) potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; (18) the dilution caused by Independent’s issuance of additional shares of its capital stock in connection with the proposed transaction; (19) cyber incidents or other failures, disruptions or breaches of our operational or security systems or infrastructure, or those of our third-party vendors or other service providers, including as a result of cyber-attacks; and (20) other factors that may affect the future results of Independent and Enterprise.
Additional factors that could cause results to differ materially from those described above can be found in Independent’s Annual Report on Form 10-K for the year ended December 31, 2023 and in its subsequent Quarterly Reports on Form 10-Q, including in the respective “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of such reports, as well as in subsequent SEC filings, each of which is on file with the U.S. Securities and Exchange Commission (the “SEC”) and available in the “Investor Relations” section of Independent’s website, www.rocklandtrust.com, under the heading “SEC Filings” and in other documents Independent files with the SEC, and in Enterprise’s Annual Report on Form 10-K for the year ended December 31, 2023 and in its subsequent Quarterly Reports on Form 10-Q, including in the respective “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of such reports, as well as in subsequent SEC filings, each of which is on file with and available in the “Investor Relations” section of Enterprise’s website, enterprisebancorp.q4ir.com, under the heading “SEC Filings” and in other documents Enterprise files with the SEC.
All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither Independent nor Enterprise assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by applicable law. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. All forward-looking statements, express or implied, included in the document are qualified in their entirety by this cautionary statement.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is being made with respect to the proposed transaction involving Independent and Enterprise. This material is not a solicitation of any vote or approval of the Enterprise shareholders and is not a substitute for the proxy statement/prospectus or any other documents that Independent and Enterprise may send to their respective shareholders in connection with the proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
In connection with the proposed transaction between Independent and Enterprise, Independent will file with the SEC a Registration Statement on Form S-4 (the “Registration Statement”) that will that will include a proxy statement for a special meeting of Enterprise’s shareholders to approve the proposed transaction and that will also constitute a prospectus for the Independent common stock that will be issued in the proposed transaction, as well as other relevant documents concerning the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND SHAREHOLDERS OF INDEPENDENT AND ENTERPRISE ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Enterprise will mail the proxy statement/prospectus to its shareholders. Shareholders are also urged to carefully review and consider Independent’s and Enterprise’s public filings with the SEC, including, but not limited to, their respective proxy statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Copies of the Registration Statement and of the proxy statement/prospectus and other filings incorporated by reference therein, as well as other filings containing information about Independent and Enterprise, can be obtained, free of charge, as they become available at the SEC’s website (http://www.sec.gov). Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to Independent Investor Relations, 288 Union Street,
Rockland, Massachusetts 02370, telephone (774) 363-9872 or to Enterprise Bancorp, Inc., 222 Merrimack Street, Lowell, MA 01852, Attention: Corporate Secretary, telephone (978) 656-5578.
PARTICIPANTS IN THE SOLICITATION
Independent, Enterprise, and certain of their respective directors, executive officers and employees may, under the SEC’s rules, be deemed to be participants in the solicitation of proxies from the shareholders of Enterprise in connection with the proposed transaction. Information regarding Independent’s directors and executive officers is available in its definitive proxy statement relating to its 2024 Annual Meeting of Shareholders, which was filed with the SEC on March 28, 2024, and its Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 28, 2024, and other documents filed by Independent with the SEC. Information regarding Enterprise’s directors and executive officers is available in its definitive proxy statement relating to its 2024 Annual Meeting of Shareholders, which was filed with the SEC on April 3, 2024, and its Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 8, 2024 and other documents filed by Enterprise with the SEC. Other information regarding the persons who may, under the SEC’s rules, be deemed to be participants in the proxy solicitation of Enterprise’s shareholders in connection with the proposed transaction, and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus regarding the proposed transaction and other relevant materials filed with the SEC when they become available, which may be obtained free of charge as described in the preceding paragraph.
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 hereunto duly authorized.
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| ENTERPRISE BANCORP, INC. |
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Date: December 12, 2024 | | By: | /s/ Joseph R. Lussier |
| | | Joseph R. Lussier |
| | | Executive Vice President, Treasurer and Chief Financial Officer |
EMPLOYMENT AGREEMENT
Amendment No. 1
This Amendment No. 1 (this "Amendment") is made and entered into on December 8, 2024 by Enterprise Bancorp, Inc., a Massachusetts corporation (the "Company"), Enterprise Bank and Trust Company, a Massachusetts trust company (the "Bank", and together with the Company, the "Employer") and Steven R. Larochelle (the "Executive" and collectively, with the Company and the Bank, the "Parties") to amend that certain Employment Agreement dated as of June 5, 2024 (the "Employment Agreement") that was previously entered into by the Parties, as follows:
WHEREAS, the Executive is currently employed as the Chief Executive Officer of the Employer;
WHEREAS, the Company, the Bank, Independent Bank Corp., a Massachusetts corporation ("Buyer") and Rockland Trust Company, a Massachusetts chartered trust company, have entered into an Agreement and Plan of Merger, dated as of December 8, 2024 (as amended, modified or supplemented from time to time, the "Merger Agreement"), pursuant to which, subject to the terms and conditions thereof, the Company will merge with and into Buyer, with Buyer being the surviving entity (the "Merger");
WHEREAS, the Employment Agreement currently provides for a non-competition covenant (the "Non-Compete") that automatically terminates and expires upon a change in control event (which would include the Merger);
WHEREAS, to entice Buyer to enter into the Merger, the parties wish to amend the Employment Agreement to provide that the Non-Compete shall not expire and instead will continue to apply for an twenty-four (24)-month period following the Executive’s termination of employment, and to make other clarifying changes; and
WHEREAS, Section 10.2 of the Employment Agreement provides that the Employment Agreement may be amended in writing by the Parties.
NOW, THEREFORE, the Parties hereby amend the Employment Agreement as follows:
1.Severance. Sections 4.1.1 (Expiration of the Term Due to Non-Renewal), 4.1.2 (Death or Disability), 4.1.3 (Termination by Employer for Cause), 4.1.4 (Involuntary Termination), 4.5 (Voluntary Termination (Including Retirement)), 4.6 (Highest Annual Compensation) and 4.7 (Change in Control) of the Employment Agreement (the “Deleted Sections”) are hereby deleted in their entirety and replaced with the following Section 4.1 (Payments Upon Termination):
Upon Executive’s termination of employment with Employer following the consummation of the Merger, Executive shall, subject to Bank Regulatory Limitations as referenced in Section 4.12, only be entitled to the following:
(a)earned and accrued but previously unpaid Base Salary through the date of termination;
(b)payment in respect of any vacation days accrued but unused through the date of termination; provided, however, that in addition to the payment of the per diem value of any unused vacation days that have accrued during the Term of Employment prior to the date of Executive’s termination of employment, Executive shall receive the unused, unaccrued portion of any vacation days available through the end (but not beyond) the calendar year in which the termination of employment occurs;
(c)reimbursement of any remaining expense properly incurred in accordance with Employer’s policy prior to the date of termination and not yet reimbursed by Employer;
(d)any bonus actually awarded or earned for a prior year or current year, but not yet paid as of the date of termination;
(e)any vested benefits under any insurance policy, pension, retirement, savings, stock option and other stock grant and equity compensation plans, together with any other non-severance related compensation and benefits as may be provided in accordance with the terms and provisions of any other agreements between Executive and either Company or Bank and any applicable plans, programs, procedures and practices of Employer; and
(f)a one-time lump sum payment in an amount equal to $2,782,974.96, payable within thirty (30) days following Executive’s termination of employment with Employer, subject to Executive’s timely execution and non-revocation of a release of claims in accordance with Section 4.8 of this Agreement and continued compliance with Section 5 of this Agreement (the “Severance Payment”); provided, that the Severance Payment will be adjusted to account for any upward modification to Executive’s annual bonus in respect of the calendar year 2024.
The aggregate benefits payable pursuant to clauses (a), (b), (c) and (d) are referred to as the “Accrued Obligations.” The vested benefits referenced in clause (e) are referred to as the “Additional Benefits.”
2.Non-Competition. Section 5.2 of the Employment Agreement is hereby amended in its entirety to read as follows:
5.1.2 Non-competition. Without prior written consent of the Board of Directors of Employer, Executive agrees that he will not, at any time during the Term of Employment and for the twenty-four (24)-month period immediately following the termination of the Term of Employment for any reason, directly or indirectly, whether as owner, partner, shareholder (other than the holder of 1% or less of the common stock of any company the common stock of which is listed on a national stock exchange or quoted on the Nasdaq Stock Market), or as consultant, agent, employee of any other Person or otherwise, engage in competition (as to any service or product provided by Employer or for which Employer had made substantial preparation to enter into or offer prior to the termination of Executive’s employment) with Employer or any of its Affiliates anywhere within a ten (10) mile radius of any city or town in which Bank or any Affiliate has a branch or other office (or to such lesser extent and for such lesser period as may be deemed enforceable, it being the intention of the parties that this Section 5.2 shall be so enforced). Notwithstanding anything contained in this Agreement to the contrary, if Executive breaches this Section 5.2, then the Parties hereby agree that Employer’s remedies include (but are not limited to) injunctive relief, a clawback or recoupment of the Severance Payment, and liquidated damages.
3.Force and Effect; Defined Terms. Except as otherwise set forth in this Amendment, (i) the Employment Agreement shall remain in full force and effect and (ii) all terms used within this Amendment that are not herein defined, shall be as defined in the Employment Agreement. Any references to the Deleted Sections in the Employment Agreement shall be deemed to refer to Section 4.1 (as amended herein).
4.Effective Date. This Amendment shall become effective as of immediately prior to consummation of the Merger. If the Merger is not consummated, this Amendment shall be void ab initio.
[SIGNATURES ON NEXT PAGE]
IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 to the Employment Agreement.
ENTERPRISE BANK AND TRUST COMPANY ENTERPRISE BANCORP, INC.
By: /s/ Joseph R. Lussier By: /s/ Joseph R. Lussier
Its: Joseph R. Lussier Its: Joseph R. Lussier
Title: Executive Vice President, Treasurer Title: Executive Vice President, Treasurer
and Chief Financial Officer and Chief Executive Officer
EXECUTIVE
/s/ Steven R. Larochelle
Steven R. Larochelle
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT]
December 11, 2024
Dear Valued Shareholder:
As you may be aware, Enterprise Bancorp, Inc. (“Enterprise”) has entered into an Agreement and Plan of Merger, dated December 8, 2024, which provides for the merger of Enterprise with and into Independent Bank Corp. (“Independent”), the parent company of Rockland Trust Company, with Independent surviving the merger.
In anticipation of the potential merger with Independent, we have determined to suspend our Enterprise Bancorp, Inc. Dividend Reinvestment and Direct Stock Purchase Plan (the “Plan”), effective December 9, 2024 (the “Suspension Date”). Accordingly, no purchases of Enterprise common stock under the Plan can be made after December 9, 2024.
Any dividends generated after the Suspension Date, if any, will not be reinvested in accordance with the Full Dividend Reinvestment or Partial Dividend Reinvestment provision of the Plan. Instead, all such dividends, if any, will be paid in cash to you until further notice.
Any checks or other funds received by Computershare Trust Company, N.A. from Plan participants after the Suspension Date for optional cash investments will be returned without interest. If you participate in the automatic investment feature of the Plan, no further deductions from your bank accounts will be made after the Suspension Date.
From the Suspension Date, until the closing date of the potential merger at which time the Plan will be terminated, all other features of the Plan will operate normally as set forth in the Plan.
If you have questions regarding this notice, or need more information, please call Lauren Adie at 978-656-5584 or Keri Ames at 978-656-5767.
Sincerely,
Joseph R. Lussier
Executive Vice President, Treasurer
and Chief Financial Officer
Enterprise Bancorp, Inc.
Important Additional Information:
In connection with the proposed transaction, Independent Bank Corp. (“Independent”) will file with the SEC a Registration Statement on Form S-4 that will include a proxy statement for a special meeting of Enterprise Bancorp’s, Inc.’s (“Enterprise”) shareholders to approve the proposed transaction and that will also constitute a prospectus for the Independent Bank Corp. common stock that will be issued in the proposed transaction. BEFORE MAKING ANY INVESTMENT DECISIONS, INVESTORS AND SHAREHOLDERS OF INDEPENDENT AND ENTERPRISE ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. A copy of the definitive proxy statement/prospectus, as well as other filings containing information about Independent and Enterprise, can be obtained without charge, at the SEC’s website (https://www.sec.gov/) or at the “Investor Relations” section of Independent’s website, www.rocklandtrust.com, under the heading “SEC Filings” and in the “Investor Relations” section of Enterprise’s website, www.enterprisebanking.com, under the heading “SEC Filings”. Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to Independent Investor Relations, 288 Union Street, Rockland, Massachusetts 02370, telephone (774) 363-9872 or to Enterprise Investor Relations, 222 Merrimack Street in Lowell, Massachusetts 01852, Attention: Corporate Secretary, telephone (978) 656-5578. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of Enterprise shareholders in connection with the proposed transaction will be set forth in the proxy statement/prospectus when it is filed with the SEC. v3.24.3
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