株探米国株
英語
エドガーで原本を確認する
8-K7/1/2025INDEPENDENT BANK CORP.Massachusetts1-9047781878-61000000776901false00007769012025-07-012025-07-010000776901dei:MailingAddressMember2025-07-012025-07-01

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 and Exchange Act of 1934

DATE OF REPORT:
July 1, 2025
(Date of Earliest Event Reported)

Massachusetts
(State or Other Jurisdiction of Incorporation)
1-9047 04-2870273
(Commission File Number) (I.R.S. Employer identification No.)
INDEPENDENT BANK CORP.
Office Address: 2036 Washington Street, Hanover, Massachusetts 02339
Mailing Address: 288 Union Street, Rockland, Massachusetts 02370
(Address of principal executive offices, including zip code)

NOT APPLICABLE
(Former Address of Principal Executive Offices)

(781)-878-6100
(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 (see General Instruction A.2. below):
☐ 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:
Title of each Class Trading Symbol Name of each exchange on which registered
Common Stock, $0.01 par value per share INDB NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17CFR 230.405)) or Rule 12b-2 of the Exchange Act (17CFR 240.12b-2).
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 Effective as of July 1, 2025 (the “Effective Time”), Independent Bank Corp.
Act. ☐






ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

(“Independent” or the “Company”) completed its previously announced merger (the “Merger”) with Enterprise Bancorp, Inc. (“Enterprise”) pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 8, 2024, among Independent, Rockland Trust Company (“Rockland Trust”), Enterprise and Enterprise Bank and Trust Company (“Enterprise Bank”). At the Effective Time, Enterprise merged with and into Independent, with Independent as the surviving corporation, and Enterprise Bank was merged into Rockland Trust, with Rockland Trust as the surviving entity.

Under the terms of the Merger Agreement, each share of Enterprise common stock was converted into the right to receive 0.60 shares of Independent’s common stock and $2.00 in cash, with cash also to be paid in lieu of fractional shares. Each outstanding share of Independent common stock remained outstanding and was unaffected by the Merger.

As a result of the Merger, Enterprise shareholders will receive an aggregate of approximately 7.5 million shares of Independent common stock and an aggregate of approximately $25.8 million in cash, inclusive of the payment made to cash out outstanding stock options and excluding cash paid in lieu of fractional shares. Independent now has, including the shares issued in connection with the Merger, approximately 50,107,000 shares of common stock outstanding.

The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, attached as Exhibit 2.1 to Independent’s Current Report on Form 8-K filed on December 9, 2024, and incorporated by reference herein.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

Enterprise Bancorp, Inc. 5.25% Subordinated Notes due 2030

Immediately following the completion of the Merger, Independent will assume all outstanding $60 million aggregate principal amount of Enterprise’s 5.25% Fixed to Floating Rate Subordinated Notes due 2030 (the “Enterprise Notes”). The Enterprise Notes were issued pursuant to that certain indenture, dated as of July 7, 2020 (the “Enterprise Indenture”), by and between the Enterprise and UMB Bank, National Association, as trustee (the “Enterprise Trustee”).

On July 1, 2025, immediately following the completion of the Merger, Independent (as successor in interest to Enterprise) and the Enterprise Trustee entered into the First Supplemental Indenture (the “Enterprise Supplemental Indenture”) to the Enterprise Indenture. Pursuant to the Enterprise Supplemental Indenture, Independent assumed all of the obligations of Enterprise as the “Issuer” (as such term is defined in the Enterprise Indenture) under the Enterprise Indenture and Enterprise Notes, on the terms and subject to the conditions set forth therein. Interest on the Enterprise Notes is payable at the rate of 5.25% per annum semi-annually in arrears on January 15 and July 15 of each year, beginning January 15, 2021, and at a floating interest rate from and including July 15, 2025 to but excluding July 15, 2030 or earlier redemption date. Independent intends to repurchase and retire all $60 million of outstanding Enterprise Notes on July 15, 2025.



The Enterprise Indenture contains covenants and restrictions that, among other things and subject to certain exceptions, limit the ability of Independent (as successor in interest to Enterprise) to merge or consolidate or sell, assign, transfer, lease, or otherwise convey of all or substantially all of its properties and assets.

The Enterprise Indenture provides for customary events of default, which include (subject in certain cases to customary grace and cure periods), among others: nonpayment of principal or interest, breach of covenants or other agreements in the Enterprise Indenture, defaults in failure to pay certain other indebtedness, and certain events of bankruptcy or insolvency. Generally, if an event of default occurs, the Enterprise Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Enterprise Notes may declare the principal of and accrued but unpaid interest on all of the Enterprise Notes to be due and payable.

A copy of the Enterprise Indenture and the Enterprise Supplemental Indenture are attached as Exhibits 4.1 and 4.2 hereto and are incorporated herein by reference. The descriptions of the material terms of the Enterprise Indenture, the Enterprise Supplemental Indenture, and the Enterprise Notes are qualified in their entirety by reference to such exhibits.


ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN OFFICERS

Appointment of Directors

In connection with the Merger and pursuant to the terms of the Merger Agreement, Independent increased the size of its Board of Directors (the “Board”) at the Effective Time from 15 members to 17 members and appointed Kenneth S. Ansin and Joseph C. Lerner (collectively, the “New Directors”) to the Board effective at the Effective Time. Mr. Ansin was appointed as a Class I member of the Board with a term expiring at the Company’s 2027 annual shareholder meeting. Mr. Lerner was appointed as a Class II member of the Board with a term expiring at the Company’s 2028 annual shareholder meeting. In connection with the appointment of the New Directors, the number of Class I Directors of the Board was increased from 5 to 6, and the number of Class II Directors of the Board was increased from 5 to 6. Rockland Trust also simultaneously increased the size of its Board of Directors from 15 to 17 members and appointed Mr. Ansin and Mr. Lerner to its Board of Directors.

Mr. Ansin and Mr. Lerner have not been appointed to serve on a Board committee at this time.

The Board has determined that each of the New Directors is “independent” within the meaning of both the Nasdaq rules and the Company’s Governance Principles.

Other than the Merger Agreement, there are no arrangements or understandings between Mr. Ansin and Mr. Lerner and any other person pursuant to which they were selected as directors. Mr. Ansin and Mr. Lerner do not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Mr. Ansin and Mr. Lerner will receive compensation for their service as directors in accordance with the policies and procedures previously approved by the Board for non-employee directors of the Company, as more fully described in the Company’s Proxy Statement on Schedule 14A relating to the 2025 annual shareholder meeting under the heading “Director Compensation” (and such description is incorporated herein by reference).


The annual non-employee director cash retainer for both Mr. Ansin and Mr. Lerner will be prorated for 2025 to reflect the effective date of their appointment. Mr. Ansin and Mr. Lerner will also each receive an annual restricted stock grant on the third business day following their appointment in accordance with the terms of the Company’s 2018 Director Stock Plan.


ITEM 7.01
REGULATION FD DISCLOSURE

On July 1, 2025, Independent issued a press release announcing the completion of the Merger and the appointment of Mr. Ansin and Mr. Lerner as directors. A copy of the press release is furnished as Exhibit 99.1 hereto.

The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section and is not incorporated by reference into any of Independent’s filings.

ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
a. Financial Statements of Business Acquired
Historical financial statements of Enterprise Bancorp, Inc. will be filed by amendment to this Current Report on From 8-K (this "Report") no later than 71 days following the date that this Report is required to be filed.
b. Pro Forma Financial Information
Pro forma financial information will be filed by amendment to this Report no later than 71 days following the date that this Report is required to be filed.
d. Exhibits
The following exhibit are included with this Report:



Exhibit Index
Exhibit # Exhibit Description
2.1
4.1
4.2
99.1
104 Cover page interactive data file (formatted as inline XBRL and contained in Exhibit 101)





SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned and hereunto duly authorized.
INDEPENDENT BANK CORP.
Date: July 1, 2025 By: /s/Patricia M. Natale
PATRICIA M. NATALE
GENERAL COUNSEL AND CORPORATE SECRETARY





















EX-4.2 2 exhibit42-supplementalinde.htm EX-4.2 - SUPPLEMENTAL INDENTURE - SUBORDINATED NOTES Document
Exhibit 4.2
FIRST SUPPLEMENTAL INDENTURE
SUBORDINATED NOTES

THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of July 1, 2025, by and among Independent Bank Corp., a Massachusetts corporation (as the successor company to Enterprise Bancorp, Inc., a Massachusetts corporation, the “Successor Company”), and UMB Bank, National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (herein, together with its successors in interest, the “Trustee”).
RECITALS
WHEREAS, the Company and the Trustee are parties to that certain Indenture dated as of July 7, 2020 (the “Indenture”), between the Company and the Trustee, relating to the Issuer’s $60,000,000 of the Subordinated Notes due 2030 (the “Subordinated Notes”); and

WHEREAS, as permitted by the terms of the Indenture, the Successor Company, Rockland Trust Company, a Massachusetts trust company and wholly owned subsidiary of the Successor Company (“Successor Company Bank”), Company, and Enterprise Bank and Trust Company, a Massachusetts trust company and wholly owned subsidiary of Company (“Company Bank”), have entered into an Agreement and Plan of Merger, dated as of December 8, 2024, pursuant to which, subject to the terms and conditions thereof, (a) Company will merge with and into Successor Company, with Successor Company the surviving entity (the “Merger”) and (b) Company Bank will thereafter merge with and into Successor Company Bank, with Successor Company Bank the surviving entity (together with the Merger, the “Transaction”); and

WHEREAS, Section 7.01 of the Indenture requires that the Successor Company expressly assume, by a indenture supplemental thereto, executed by the Successor Company and delivered to the Trustee, in a form satisfactory to the Trustee, the due and punctual payment of the principal of, and interest on, all the Outstanding Subordinated Notes and the due and punctual performance and observance of every obligation in the Indenture and the Outstanding Subordinated Notes on the part of the Company to be performed or observed; and



WHEREAS, Section 8.01(1) of the Indenture authorizes, without the consent of any Holders, the execution of a supplemental indenture to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company contained therein and in the Subordinated Notes; and

WHEREAS, the Successor Company has delivered to the Trustee an Officers’ Certificate stating that the Transaction and this Supplemental Indenture comply with Article VII of the Indenture and that all conditions precedent therein provided for relating to the Transaction have been complied with, and an Opinion of Counsel to the same effect; and

WHEREAS, capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Indenture.

NOW, THEREFORE, in compliance with Section 7.01 of the Indenture, and in consideration of the covenants contained herein and intending to be legally bound hereby, the Company, the Successor Company and the Trustee, for the benefit of the Holders, agree as follows:

1. Assumption of Payment and Performance. The Successor Company hereby expressly assumes the due and punctual payment of the principal of and interest on all of the Outstanding Subordinated Notes and the due and punctual performance and observance of every obligation in the Indenture and the Outstanding Subordinated Notes on the part of the Company to be performed or observed.



2. Effect of Supplemental Indenture. Upon the execution of this Supplemental Indenture, (i) the Indenture has been and hereby is modified in accordance herewith; (ii) this Supplemental Indenture forms a part of the Indenture for all purposes; (iii) except as modified and amended by this Supplemental Indenture, the Indenture shall continue in full force and effect; (iv) the Subordinated Notes shall continue to be governed by the Indenture; and (v) every Holder heretofore or hereafter under the Indenture shall be bound by this Supplemental Indenture.

3. Addresses for Notices. All notices or other communications to be addressed to the Company as contemplated by Section 1.05 of the Indenture shall be addressed to the Successor Company as follows:

Independent Bank Corp.
288 Union Street
Rockland, Massachusetts 02370
Attn: Patricia M. Natale & Maureen Gaffney

4. Execution in Counterparts. This Supplemental Indenture may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.



5. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Successor Company.

6. Governing Law. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York (including but not limited to N.Y. General Obligations Law Section 5-1401 and any successor statute thereto).

7. Successors and Assigns. This Supplemental Indenture shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto and the holders of any Subordinated Notes then outstanding.

8. Headings. The headings used in this Supplemental Indenture are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Supplemental Indenture.

9. Counterparts. This Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.

[Signature pages follow]









IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized, as of the day and year first above written.
INDEPENDENT BANK CORP.
By:
 /s/ Mark Ruggiero
Name:
 Mark Ruggiero
Title:
 Chief Financial Officer















[Signature Page to Supplemental Indenture]




UMB BANK, NATIONAL ASSOCIATION,
solely in its capacity as Trustee
By:
 /s/ James Henry
Name:
James Henry
Title:
Vice President


EX-99.1 3 exhibit991-ebtcdealclosepr.htm EX-99.1 - EBTC DEAL CLOSE PRESS RELEASE Document

Exhibit 99.1

image_0.jpg
NEWS RELEASE

INDEPENDENT BANK CORP. ANNOUNCES COMPLETION OF ENTERPRISE BANCORP, INC. ACQUISITION AND APPOINTMENT OF KENNETH S. ANSIN AND JOSEPH C. LERNER AS DIRECTORS

Rockland, Massachusetts (July 1, 2025). Independent Bank Corp. (“Independent” or the “Company”) (Nasdaq Global Select Market: INDB), parent of Rockland Trust Company (“Rockland Trust”), today announced the closing of its acquisition of Enterprise Bancorp, Inc. (“Enterprise”) (Nasdaq Global Select Market: EBTC), parent of Enterprise Bank and Trust Company (“Enterprise Bank”). The legal closing was effective July 1, 2025 and resulted in Enterprise merging with and into Independent, with Independent as the surviving entity, and Enterprise Bank merging with and into Rockland Trust, with Rockland Trust as the surviving entity. Although the legal closing was effective as of July 1, 2025, the core product and customer account conversions are expected to occur over the weekend of October 11, 2025. Enterprise Bank customers will be receiving detailed communications regarding product and account conversions.

As consideration for the merger, each Enterprise share will be exchanged for .60 shares of Independent’s common stock and $2.00 in cash, with cash paid in lieu of fractional shares at a price of $61.61, an amount determined by the volume-weighted average closing price of a share of Independent common stock for the five consecutive trading days ending on the fifth day immediately preceding the closing date of the merger. As a result of the merger, former Enterprise Bancorp Inc. shareholders will receive approximately 7.5 million shares of Independent common stock in the aggregate and an aggregate of approximately $25.8 million in cash, inclusive of the payment made to cash out outstanding stock options and excluding cash paid in lieu of fractional shares. Including the shares issued in connection with the acquisition, Independent will now have approximately 50,107,000 shares of common stock outstanding.

In connection with the merger, Independent has appointed Kenneth J. Ansin and Joseph C. Lerner as a Class I and a Class II Director, respectively, with initial terms expiring at Independent’s 2027 Annual Shareholder Meeting and 2028 Annual Shareholder Meeting, respectively. Rockland Trust also simultaneously appointed Mr. Ansin and Mr. Lerner to its Board of Directors. In addition, for a period of one year, George Duncan, Chairman of the Board and Founder of Enterprise and Enterprise Bank, will serve in a consultative role to the Independent and Rockland Trust Boards of Directors to support a smooth transition and the successful integration of the organizations.



Mr. Ansin is the President of Ansin Consulting Group, advising socially responsible businesses and nonprofits. Mr. Ansin has also co-founded multiple companies, including United Site Services and United Material Management. Mr. Ansin first joined the Enterprise Bank Board of Directors in 1995 and served on Enterprise Bank’s board until Enterprise Bank merged into the Company in 2025. Additionally, Mr. Ansin previously served as Senior Vice President and Regional Community Banking Director at Enterprise Bank. Mr. Ansin holds a master’s degree in public administration from Harvard University and a bachelor’s degree in political science from UMass Amherst. In 2018, Mr. Ansin received the Heart of New England Council, Boy Scouts of America’s North Star Award, in recognition of Mr. Ansin’s impacts and contributions to the New England Council. Mr. Ansin is also a volunteer pilot for Angel Flight and PALS and is a board member of the National Psoriasis Foundation.

Mr. Lerner currently serves as Managing Partner of 819 Energy LLC and Managing Director of 819 Capital LLC where Mr. Lerner leads investments across energy, real estate, and high-growth sectors. Mr. Lerner’s other leadership experience includes positions at Invenergy and Community Energy, where Mr. Lerner managed numerous initiatives and built strategic partnerships. Mr. Lerner holds a bachelor’s degree from Trinity College and a master’s degree in energy policy from the University of Montana. Mr. Lerner is also a Corporator of Emerson Hospital.
INDEPENDENT BANK CORP. / ROCKLAND TRUST CONTACTS

Investor Relations:
Gerry Cronin, Director of Investor Relations
Rockland Trust Company
(774) 363-9872
Gerard.Cronin@rocklandtrust.com

Media:
Emily McDonald, Director of Corporate Brand and Communications
Rockland Trust Company
(781) 982-6650
Emily.McDonald@rocklandtrust.com

About Independent Bank Corp. and Rockland Trust

Independent is the holding company for Rockland Trust, a full-service commercial bank headquartered in Massachusetts. With retail branches in Eastern Massachusetts, Worcester County, and Southern New Hampshire as well as commercial banking and investment management offices in Massachusetts, New Hampshire, and Rhode Island, Rockland Trust offers a wide range of banking, investment, and insurance services to individuals, families, and businesses.


Rockland Trust also offers a full suite of mobile, online, and telephone banking services. Rockland Trust is an FDIC member and an Equal Housing Lender.

This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by such forward-looking terminology as “expect,” “achieve,” “plan,” “believe,” “future,” “positioned,” “continued,” “will,” “would,” “potential,” or similar statements or variations of such terms. Actual results may differ from those contemplated by these forward-looking statements.

Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are not limited to:

•adverse economic conditions in the regional and local economies within the New England region and the Company’s market area;
•events impacting the financial services industry, including high profile bank failures, and any resulting decreased confidence in banks among depositors, investors, and other counterparties, as well as competition for deposits and significant disruption, volatility and depressed valuations of equity and other securities of banks in the capital markets;
•the effects to the Company of an increasingly competitive labor market, including the possibility that the Company will have to devote significant resources to attract and retain qualified personnel;
•political and policy uncertainties, changes in U.S. and international trade policies, such as tariffs or other factors, and the potential impact of such factors on the Company and its customers, including the potential for decreases in deposits and loan demand, unanticipated loan delinquencies, loss of collateral and decreased service revenues;
•the instability or volatility in financial markets and unfavorable domestic or global general economic, political or business conditions, whether caused by geopolitical concerns, including the Russia/Ukraine conflict, the conflicts in Israel, Iran and surrounding areas, and the possible expansion of such conflicts;
•unanticipated loan delinquencies, loss of collateral, decreased service revenues, and other potential negative effects on the Company’s local economies or the Company’s business caused by adverse weather conditions and natural disasters, changes in climate, public health crises or other external events and any actions taken by governmental authorities in response to any such events;
•adverse changes or volatility in the local real estate market;
•changes in interest rates and any resulting impact on interest earning assets and/or interest bearing liabilities, the level of voluntary prepayments on loans and the receipt of


payments on mortgage-backed securities, decreased loan demand or increased difficulty in the ability of borrowers to repay variable rate loans;
•risks related to the Company’s acquisition of Enterprise and acquisitions generally, including disruptions to current plans and operations; difficulties in customer and employee retention; fees, expenses and charges related to these transactions being significantly higher than anticipated; unforeseen integration issues or impairment of goodwill and/or other intangibles; and the Company’s inability to achieve expected revenues, cost savings, synergies, and other benefits at levels or within the timeframes originally anticipated;
•the effect of laws, regulations, new requirements or expectations, or additional regulatory oversight in the highly regulated financial services industry, including as a result of intensified regulatory scrutiny in the aftermath of regional bank failures and the resulting need to invest in technology to meet heightened regulatory expectations, increased costs of compliance or required adjustments to strategy;
•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 expense, including as a result of failure to comply with general tax laws and changes in tax laws;
•increased competition in the Company’s market areas, including competition that could impact deposit gathering, retention of deposits and the cost of deposits, increased competition due to the demand for innovative products and service offerings, and competition from non-depository institutions which may be subject to fewer regulatory constraints and lower cost structures;
•a deterioration in the conditions of the securities markets;
•a deterioration of the credit rating for U.S. long-term sovereign debt or uncertainties surrounding the federal budget;
•inability to adapt to changes in information technology, including changes to industry accepted delivery models driven by a migration to the internet as a means of service delivery, including any inability to effectively implement new technology-driven products, such as artificial intelligence;
•electronic or other fraudulent activity within the financial services industry, especially in the commercial banking sector;
•adverse changes in consumer spending and savings habits;
•the effect of laws and regulations regarding the financial services industry, including the need to invest in technology to meet heightened regulatory expectations or introduction of new requirements or expectations resulting in increased costs of compliance or required adjustments to strategy;


•changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) generally applicable to the Company’s business and the associated costs of such changes;
•the Company’s potential judgments, claims, damages, penalties, fines and reputational damage resulting from pending or future litigation and regulatory and government actions;
•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;
•operational risks related to the Company and its customers’ reliance on information technology; cyber threats, attacks, intrusions, and fraud; and outages or other issues impacting the Company or its third party service providers which could lead to interruptions or disruptions of the Company’s operating systems, including systems that are customer facing, and adversely impact the Company’s business; and
•any unexpected material adverse changes in the Company’s operations or earnings.

The Company wishes to caution readers not to place undue reliance on any forward-looking statements as the Company’s business and its forward-looking statements involve substantial known and unknown risks and uncertainties described in the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q (“Risk Factors”). Except as required by law, the Company disclaims any intent or obligation to update publicly any such forward-looking statements, whether in response to new information, future events or otherwise. Any public statements or disclosures by the Company following this release which modify or impact any of the forward-looking statements contained in this release will be deemed to modify or supersede such statements in this release. In addition to the information set forth in this press release, you should carefully consider the Risk Factors.


Category: Merger Releases