Independent Bank Corp. (INDB)
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M&A Announcement

Dec 9, 2024

Moderator

Good day, and welcome to the Independent Bank Corp.'s and Enterprise Bancorp, Inc.'s merger conference call. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star, then one on your telephone keypad. To withdraw your question, please press star, then two. Please note this event is being recorded. Before proceeding, please note that during this call, we will be making forward-looking statements. Actual results may differ materially from these statements due to a number of factors, including those described in our earnings release and other SEC filings.

In addition, some of the subject matter discussed in this call will be addressed in a registration statement on Form S-4 to be filed with the SEC that will include a proxy statement for a special meeting of Enterprise's shareholders to approve the proposed transaction with Enterprise, and that will also constitute a prospectus for the Independent common stock that will be issued as part of the proposed transaction. We urge you to read it when it becomes available because it will contain important information. Information regarding the persons who may, under the SEC's rules, be deemed to be participants in the solicitation of proxies from the Enterprise shareholders in connection with the proposed transaction will be set forth in the proxy statement/prospectus. Some of our discussions today may include references to certain non-GAAP financial measures.

Information about these non-GAAP financial measures, including reconciliation to GAAP measures, may be found in our earnings release and other SEC filings. These SEC filings can be accessed via the investor relations section of our website. Finally, please also note that this event is being recorded. I would now like to turn the conference over to Jeffrey Tengel, President and CEO of Independent Bank Corp. Please go ahead.

Jeffrey Tengel
CEO, Independent Bank Corp

Thank you. Good morning, and thank you for joining us on this very exciting day in the latest chapter in the growth trajectory of the Rockland Trust franchise. Joining me on the call this morning is Mark Ruggiero, our Chief Financial Officer and Head of Consumer Lending. We are thrilled to announce the acquisition of Enterprise Bancorp, a strong, well-run community bank with $4.7 billion in assets and $1.5 billion of wealth assets under management, centered in northern Massachusetts and southern New Hampshire. We have long admired Enterprise's people, culture, customer focus, superb asset quality, and the role they've played in their communities. For those of you not familiar with Enterprise, I refer you to the slide deck presentation that was included in our announcement material. Slide four provides a nice snapshot of their operation. Enterprise is a well-established community bank with roots dating back to 1989.

Like Rockland Trust, Enterprise is a commercially focused, stock-owned company with no legacy mutual or thrift challenges. As you can see here from the various measures displayed, this is a strong bank with a highly complementary balance sheet to ours. With approximately $4 billion in both loans and deposits, Enterprise is a well-rounded and thriving banking franchise with expertise in commercial lending and an enviable deposit base. It's much like Rockland Trust 10 years ago. Their founder and chairman, George Duncan, President Dick Main, retired CEO Jack Clancy, and current CEO Steven Larochelle, and so many others have done a terrific job in growing this bank and expanding its franchise in an organic fashion. Importantly, George will stay on as an advisor to our board for one year post-close, and Steven has agreed to stay engaged with the business in a consulting capacity for one year.

Both are committed to facilitating a smooth integration, and I'm looking forward to working with them. In addition, two directors from Enterprise will be appointed to the Independent Bank board post-close. Enterprise has an exceptional history delivering annual loan growth of 9%, annual deposit growth of 10%, and compounded tangible book value per share growth of 10.5% over the last 10 years. Net charge-offs have averaged just eight basis points over the past 20 years. This history of performance certainly creates a compelling combination in partnering with Rockland Trust. As highlighted on slide five, this partnership is financially attractive. We expect the combination to be approximately 16% accretive to 2026 earnings per share. We expect to generate an IRR of 20% and have an approximate three-year tangible book value per share earn back. Mark will provide more details on the financial metrics in a few minutes.

Slide six reinforces the other strengths beyond the financial projections. This deal is consistent with our longer-term acquisition strategy of thoughtful strategic geographic expansion and brings together two companies that share similar cultures, similar customer and community focus, and a business model and balance sheet that reinforces stability with low execution risk. Unlike our most recent acquisitions, Enterprise brings a healthy wealth management business. We expect to introduce our broader product set to their customer base, which includes tax and financial planning, estate planning, and insurance offerings alongside our core investment management expertise. The combination of our two wealth businesses should provide upside to our historical results and continue our long-term success in this important fee-income business. Turning to slide seven, the addition of Enterprise will bring density to our footprint in Eastern Mass, which provides a powerful platform to introduce our broader product set to the Enterprise markets.

This transaction adds scale and density in three of the largest counties in Massachusetts and moves Rockland Trust north of the border into New Hampshire. Markets with strong demographics and business density that bode well for future growth. Notably, there are no branch closures planned. We are bringing together two well-performing banks with already strong customer franchises. As noted on slide eight, Enterprise brings a highly valuable low-cost deposit base. This low-cost deposit base is, in some respects, the crown jewel of the franchise and will result in leading costs of deposits for the combined companies. Slide nine underscores the strong deposit story for the combined company. You can see that Enterprise Bank meaningfully improves Rockland Trust's market position in the large Middlesex, Essex, and Worcester Mass counties while projecting a top 10 market share in all counties within the combined footprint.

You can also see that Enterprise Bank moves Rockland Trust into two new markets, the counties of Rockingham and Hillsborough, New Hampshire. Both companies share a focus on strong colleague engagement and customer service, both of which we are also committed to local community involvement and charitable giving. All of this bodes well for a healthy cultural integration. As a quick anecdote, it was reassuring to see right out of the gate in some of the first meetings we had with senior management from both sides that there was a lot of what I would call head nodding around the table. Oftentimes, Enterprise was describing a challenge or a system that they were thinking about that we had already implemented.

And similarly, when we were talking about some of the things that we had done most recently, a lot of head nodding from the Enterprise people thinking that that's where they were headed. I think that really bodes well for our integration as we look to put these two franchises together. At this point, I'll hand it over to Mark to cover the transaction details, and we'll return to wrap up after that.

Mark Ruggiero
CFO, Independent Bank Corp

Thanks, Jeffrey, and as you indicated, management is extremely excited about this combination and its underlying potential. As you can see on the pricing summary on slide 10, the deal reflects a total transaction value of $562 million, with Enterprise shareholders receiving 0.6 shares of Independent common stock plus $2 per share in cash for each share of Enterprise stock. All stock options will be cashed out at closing. The pricing equates to 1.55 times tangible book value and 11.3 times projected 2026 earnings, and we anticipate a closing date in the second half of 2025, subject to the customary approvals. We use our stock judiciously when considering acquisitions and demand they meet the high bar that we and our shareholders require. We are confident that this deal checks all boxes. Slide 11 provides further information regarding the strong profitability and return performance measures arising out of this acquisition.

Highlighting a few, we anticipate the following, which are all inclusive of the purchase accounting accretion from interest rate marks. We expect earnings accretion of 16% for 2026, tangible book value dilution of 9.8%, and a tangible book value earn back of approximately three years. From a capital standpoint, we anticipate the execution of a $250 million subordinated debt issuance prior to the close. This offering serves the dual purpose of diversifying our overall capital stack and maintaining the commercial real estate concentration around 300% of total bank capital. As noted here, we expect the closing commercial real estate ratio to be around 308%, with goals to continue to work that down under 300% over time. Overall capital will continue to be very strong after the deal closing, with CET1 ratio expected to be well over 12% and total risk-based capital north of 15%.

From a profitability standpoint, we anticipate for full year 2026 a pro forma return on assets of 1.41%, a pro forma return on tangible common equity of 15.7%, and as Jeffrey mentioned, an IRR of approximately 20%. Highlighting this improvement in profitability, slide 12 shows that Independent will move into the top quartile of its peer group in both return on assets and return on tangible common equity while also maintaining the strong levels of capital I just noted. In addition to the market expansion and overall culture fit that Jeffrey highlighted earlier, the profit improvement is anticipated to be driven by the extreme similarity in the balance sheets of the two companies, paving the path to what Independent has historically done well to now do even better. Along those lines, slide 13 shows the loan and deposit mixes for the two companies.

As reflected here, the loan yields are virtually the same for both banks as both companies have meaningful commercial portfolios that are positioned well for future loan maturities and repricing events to drive yield increases going forward. For reference, Independent's loan beta was about 29% over the last rate increase cycles versus 22% for Enterprise. On the deposit side, both the mix and costs are also very similar for the two organizations. We cannot underscore enough the great deposit franchise and peer-leading cost of deposits of the combined entity, with total deposit betas of 33% and 36% for Independent and Enterprise respectively. These similar profiles have resulted in the close tracking of the bank's net interest margins over the past three years, as reflected on slide 14.

Both banks have benefited from their low-cost funding bases but have been adversely impacted to some degree by the lagged repricing of the sizable commercial real estate and residential loan buckets. Given the quality of the deposit base and the benefits of a steepening yield curve on fixed-rate loan repricing, we would expect to see continued NIM expansion on a pro forma basis. And while we recognize the purchase accounting interest rate marks will drive some of that margin expansion immediately, we believe it is important to differentiate that Enterprise Bank as a core banking franchise that is driven primarily by relationship lending. That type of business model often comes with new lending and renewal activity that will create a sustainable base of higher yielding cash flows in the anticipated better rate environment. And that dynamic drives margin expansion beyond the interest rate mark accretion.

Moving to slide 15, we have already referenced many of the key interest rate mark assumptions noted here, but highlighting a couple more to round out the financial summary, we anticipate cost savings of 30% of Enterprise's expense base with 100% fully phased in for the calendar year 2026, pre-tax one-time merger costs of $61 million, and lastly, many of the other interest rate marks noted on this slide are based on current market conditions, which we remind the investor community are subject to change based on the underlying rate environment at closing. Before I turn it back to Jeffrey, I'll quickly highlight that slide 16 reflects the extensive due diligence process that was embedded in the entire deal. All aspects of the business model were thoroughly reviewed with credit due diligence as the main focus.

It is important to note that the Enterprise commercial loan book is comprised of a deep and well-diversified portfolio with an average loan size of approximately $650,000. As such, we reviewed 45% of total commercial balances, including 90% of notes with balances over $4.2 million. We also achieved high percentage penetration across the non-owner-occupied office, multifamily, construction, and participation portfolios as noted here. The review also covered 90% of criticized loan balances and 97% of those above $500,000. The management teams had healthy and collaborative dialogue throughout the entire process, and it was clear from the beginning that there was a shared vision of the power of these combined franchises going forward. With that, I'll turn it back to Jeffrey.

Jeffrey Tengel
CEO, Independent Bank Corp

Thanks, Mark. Slide 17 touches on the way we both show up in our markets. We've spoken about our combined commitment to serving our communities, and this slide illustrates a few of those activities. We expect this support to continue the legacy that George Duncan started in being a true partner in the communities we serve. In conclusion, slide 18 is a composite of all the in-market acquisitions we've made over the past 10 years. The common denominator across these acquisitions is a strategic fit, disciplined pricing, and financially accretive. In all cases, we have achieved and often exceeded original expectations. We are especially pleased with the 13% compounded annual growth rate, as well as a 9% compounded growth in tangible book value per share during this period. We pride ourselves in our demonstrated track record of seamless and timely integrations and fully expect the same experience in assimilating Enterprise.

We have always characterized ourselves as an opportunistic yet disciplined acquirer. By augmenting our long-term organic growth performance with periodic selective acquisitions such as this one, we strongly believe we are building considerable long-term franchise value. This concludes our comments, and we're happy to take your questions now.

Moderator

We will now begin the question and answer session. To ask a question, you may press star, then one on your telephone keypad. If you are using a speakerphone, please pick up your handset before pressing the keys. If at any time your question has been addressed and you would like to withdraw your question, please press star, then two. At this time, we will pause momentarily to assemble our roster. The first question comes from Steve Moss with Raymond James. Please go ahead.

Stephen Moss
Analyst, Raymond James

Good morning.

Mark Ruggiero
CFO, Independent Bank Corp

Good morning, Steve.

Stephen Moss
Analyst, Raymond James

Pretty straightforward transaction here. Congratulations on the deal. I guess maybe just starting on the cost saves here, just kind of curious if you give some color. 30% kind of seems a little bit on the low side given its adjacent markets. Just kind of any thoughts as to why it landed there and just if there's upside from there.

Mark Ruggiero
CFO, Independent Bank Corp

Yeah, I'd say, Steve, the biggest driver is we are not anticipating any branch closures. Although the markets have good adjacency, we have no branches that really overlap within a three- to three-and-a-half-mile radius. So that's a big driver typically of cost savings assumptions. So we feel good about the 30%, but to your point, it is a bit lower than some of our prior deals, but driven primarily by no branch closures.

Stephen Moss
Analyst, Raymond James

Okay. Yeah, yeah. And then in terms of just on the credit front, appreciate the color you guys gave in the deck here. But just kind of curious if you guys can give us an update on your credit portfolio. I know you have the $30 million office maturing here this quarter, and then you had the $54.7 million loan as well. If there's been any movement, update that you can give us here, just kind of curious on that front.

Mark Ruggiero
CFO, Independent Bank Corp

Sure. So a couple of quick updates on those. The $30 million loan that did mature here in the fourth quarter, just a reminder, that's a large syndicated deal. So we are one of many banks in that deal. That's currently in negotiations. We expect there'll be some sort of resolution, but there's a lot of bank partners, as you'd imagine, working with the borrower right now. So we're not at a place right now to predict an outcome, but we'd expect there'll be some level of compromise on both sides to get to an answer here. But it's a very strong borrower. It's a trophy property in downtown Boston. We expect the resolution. We just don't have a detailed update at this point on that one.

Regarding the larger non-performer that you referenced that as a first quarter 2025 maturity, if you recall, we took a large specific reserve on that last quarter. That was based on a few different data points, including an updated appraisal, as well as some broker's opinions as we were marketing that property. We took an average of those data points to determine the reserve. So if we hopefully find a resolution by selling the note, that we expect would probably be a first quarter 2025 event. We think the reserve captured the majority of the loss, but there might be some additional noise associated with how that ultimately resolves.

Stephen Moss
Analyst, Raymond James

Okay. Appreciate that color and then just in terms of deals here, I realize it's a large one, but at the same time, it's similar in terms of profile like you guys in similar markets. Assuming you guys close this deal in the third quarter, obviously you have some integration, but you'll achieve the cost saves and everything by the end of 2025. Just kind of curious, would you be open to doing another deal in 2026, or just kind of how much work do you think you have to do before you're willing to consider another deal?

Jeffrey Tengel
CEO, Independent Bank Corp

Yeah. Honestly, that's a tough question to answer. I think we have a lot of work in front of us, and we're going to be really patient and really methodical in integrating this franchise. The customer relationships and the employees here are really going to be our primary focus for the foreseeable future. 2026 feels like it's a ways away. And I guess in part, it would depend on the progress we've made integrating Enterprise. But I certainly don't want to take my eye off the prize, so to speak, and want to make sure we devote our full attention to a smooth integration, capturing not only the cost savings, but the synergies that we think could come from combining our two franchises.

Stephen Moss
Analyst, Raymond James

Okay, great. Appreciate all the color. Thank you very much, Jeffrey and Mark.

Jeffrey Tengel
CEO, Independent Bank Corp

Thanks.

Mark Ruggiero
CFO, Independent Bank Corp

Thank you.

Moderator

The next question comes from Mark Fitzgibbon with Piper Sandler. Please go ahead.

Mark Fitzgibbon
Analyst, Piper Sandler

Hey, guys. Congratulations. It's nice to see you back in the M&A space.

Jeffrey Tengel
CEO, Independent Bank Corp

Thanks, Mark.

Mark Fitzgibbon
Analyst, Piper Sandler

Jeffrey, I was curious. In the past, the companies tended to buy poor-performing banks that you could remix the balance sheet and cut a lot of costs out to drive profitability. This is clearly not that kind of a balance sheet. I guess I'm curious, is this the new M&A approach for Independent? I mean, is your preference for sort of more high-quality banks?

Jeffrey Tengel
CEO, Independent Bank Corp

So part of that answer, I guess, is we're opportunistic, right, in terms of what bank is considering selling and what isn't. But I would say the thing that drew us to Enterprise, you're right, this is not a turnaround. But the two franchises fit like pieces of a puzzle. The branch, there is no branch overlap, as we mentioned, and just the overall footprint could not be better. The cultures are very, very similar, so we feel like there's very low integration risk from a cultural standpoint. And the cost of deposits is, as I said in my remarks, in some respects, the crown jewel of the company and is very consistent with our cost of deposits. So we feel like the combination of those things made this a very highly valued franchise in our eyes and one that we're delighted to be coming together with.

So I don't know that it's a shift in strategy per se, but I would tell you there's an awful lot about this franchise we like.

Mark Fitzgibbon
Analyst, Piper Sandler

Okay, great. And then, since there's no branch closings, I wondered if you could share with us what are the bigger pieces of the cost savings, where do those come from?

Mark Ruggiero
CFO, Independent Bank Corp

Yeah, sure, Mark. This is Mark. Still primarily driven by salary and benefits saves, then followed up by mostly technology. There's still some overlap of systems and technologies. As we went through due diligence, we realized there's a lot of shared technologies that'll generate some good cost saves, and then I'd say the third bucket is primarily professional fees, legal, consulting, accounting fees, etc.

Mark Fitzgibbon
Analyst, Piper Sandler

Okay, great, and Mark, should we assume that the sub-debt raise happens very close to the close of the transaction, or would you likely sort of time the market and potentially do it even well before the close?

Mark Ruggiero
CFO, Independent Bank Corp

Yeah. I think the latter, Mark, we're going to be close to the market, and we want to execute when we think we can get best pricing and best execution. I mean, selfishly, we'd obviously like to get that as close to the close just to negate some of the carrying cost associated with it. But we're going to be in the market as early as we can to understand pricing, and we'll look to execute when we think it's best.

Mark Fitzgibbon
Analyst, Piper Sandler

Okay. And then lastly, I wondered if you could share with us maybe the size of the few largest credits that EBTC has. What are their biggest couple of loans?

Mark Ruggiero
CFO, Independent Bank Corp

Yeah, there's a couple in the $40 million range, Mark, but nothing that we are uncomfortable with.

Jeffrey Tengel
CEO, Independent Bank Corp

I think in some respects, speaks to the granular portfolio. I think Mark mentioned on the call, the average loan size is $650,000. So we talk a lot about our average loan size at Rockland Trust being around $1.3 million or $1.4 million. So I think what we found in their portfolio is a very similar lending philosophy and the type of clients that they do business with. So they don't have any outsized holds like some of the other acquisitions have had.

Mark Fitzgibbon
Analyst, Piper Sandler

Thank you.

Jeffrey Tengel
CEO, Independent Bank Corp

Thanks, Mark.

Mark Ruggiero
CFO, Independent Bank Corp

Thanks, Mark.

Moderator

The next question comes from Laurie Hunsicker with Seaport Research. Please go ahead.

Laurie Hunsicker
Analyst, Seaport Research

Yeah. Hi, thanks, Jeffrey and Mark. Good morning. Maybe just staying with credit here. So you mentioned you want to get your CRE back down to sub 308%. How much is actually earmarked to get rid of? And then also sort of along those lines, I'm just backing into the 10-Q here. It looks like their office book, their non-owner-occupied office book is around $174 million, and they've got one credit in there with a specific reserve. Can you talk a little bit about that as well? And then also pro forma, what your office reserve is going to look like once we put everything together?

Jeffrey Tengel
CEO, Independent Bank Corp

I'll take the first question, and I'll let Mark handle the second part of your question, but the process that we've gone through internally as we've been reducing our office portfolio is being very strategic. We like the commercial real estate business, and we're going to continue to support our customers, and we've been trying to prune or not renew, I guess, the very transactional business that we have in that portfolio where we don't have a relationship and where we don't feel like we have the prospects of establishing one, and we'll continue to run that play. We've been doing it. We're going to continue to do that. I don't know that Enterprise has a lot of that type of business, but to the extent they do, my guess is they would probably be taking similar actions, and ultimately, I'd like to get us below 300%.

I don't have a specific number, but it'd be in the, call it, 275 range because I want to have headroom to continue to support those good commercial real estate customers that we've always supported, and Enterprise will be no different. So that's not going to happen overnight, but we're working on it.

Mark Ruggiero
CFO, Independent Bank Corp

Just to be clear, Laurie, the 308 pro forma does not anticipate any reduction of balances per se. The sub-debt raise is what helps mitigate that ratio back down to those levels.

Laurie Hunsicker
Analyst, Seaport Research

Got it. Got it. And so just, again, looking at that sort of that bigger, that $1.6 billion of non-owner-occupied commercial real estate, if you were going to earmark any of that for reduction, how should we be thinking about that?

Jeffrey Tengel
CEO, Independent Bank Corp

Honestly, I don't think we know the portfolio well enough to know where are their relationships and where are they not. I think, as you can appreciate, we've been doing due diligence mostly from a credit perspective, not necessarily the quality of the relationship. So in my mind, that's a bit of a TBD as we work through the period between announcement and close.

Laurie Hunsicker
Analyst, Seaport Research

Gotcha. Okay. And so I guess the question on the office reserve, so you guys are 5% at the moment or 3% if we strip out the one loan that you reserved for last quarter. I mean, do we have a figure in terms of what the pro forma office reserve is going to look like when everything is closed here, or are we just too early in that process?

Mark Ruggiero
CFO, Independent Bank Corp

We have some preliminary information, Lori. When we built the credit mark that we've incorporated into the pricing and the model, we certainly took a very deep dive into the office portfolio. Based on the data we could see, there is one loan already with a specific reserve that we would expect to carry over. And then we've made some assumptions in building the credit mark where we probably peg an office standalone reserve similarly in that 4%-5% range. Again, that could change as we get to closing date, and the portfolio could shift a bit. But I think that level, based on the performance of their office book, feels appropriate, which would suggest on a combined basis, it ticks up a little bit, but not a material change.

Laurie Hunsicker
Analyst, Seaport Research

Got it. Got it. Okay. I'm sorry, just one last question here on office. So that 4%-5% pro forma that does include the $22.4 million of specific office reserves from last quarter, are you excluding that bigger credit?

Mark Ruggiero
CFO, Independent Bank Corp

That would exclude that. I think that materially moved it up further than that.

Laurie Hunsicker
Analyst, Seaport Research

Okay. Gotcha. So then we're more like at 6%-7% pro forma. Okay. That's helpful. And then just in terms of thinking about the margin, standalone, you were already roughly two, three basis points per quarter on margin expansion. Can you help us think a little bit about, obviously, with everything put together, including the purchase accounting, what your margin is going to look like as we sort of hit that day one?

Mark Ruggiero
CFO, Independent Bank Corp

Sure. So I think about best keying it up as calendar year 2026, Lori, is probably the best pro forma full year to be thinking about. And as you mentioned, we are on a projection. Again, all of this is predicated on a cooperating yield curve where we get some steepness back into the curve. But if that's the case, as you indicated, we expect our margin to expand pretty nicely over the next year, year and a half. And if you follow market estimates on us, which I think are pretty reasonable, that would suggest our margin moves up to around 360 for full year 2026. Enterprise is on a similar path. I'd expect to see nice margin expansion for them as a standalone as well. We've conservatively modeled that margin expansion into the 345 range by 2026.

Combined, that gets you to about 355 pro forma before any purchase accounting. And then when you layer on purchase accounting, the interest rate mark, which will accrete in about $30 million a year, adds 12 basis points. The non-PCD component of purchase accounting is about $16 million a year. That adds 7 basis points to the margin. And then the securities mark, which, as you know, is technically AFS OCI, but that would accrete back into the margin. That's also another, call it, $17 million of pre-tax, which adds 7 basis points. And then assuming we raise the sub-debt, that would be a negative 7 basis point hit to the margin. So if you take those four components I just gave you, it adds up to about 19 basis points, which suggests you get into the 370-375 range full year combined.

Laurie Hunsicker
Analyst, Seaport Research

Okay. Very helpful. Very helpful. Okay. Thank you for all that detail, and I guess, Jeffrey, last question to you. Can you talk a little bit about how this deal actually came together?

Jeffrey Tengel
CEO, Independent Bank Corp

I guess, like a lot of deals, being introduced to some of the management team and having what I thought was high-quality conversations as we were getting to know one another and really figuring out that the two banks fit together like a puzzle piece, and the cultures do feel very similar. The business models feel very similar. But you'll have to wait to read the S-4 to get the details.

Laurie Hunsicker
Analyst, Seaport Research

Okay. Great. Thanks for taking my question.

Jeffrey Tengel
CEO, Independent Bank Corp

You bet.

Moderator

The next question comes from Chris O'Connell with KBW. Please go ahead.

Christopher O'Connell
Analyst, KBW

Hey, good morning, and congrats on the announcement.

Mark Ruggiero
CFO, Independent Bank Corp

Thanks, Chris.

Christopher O'Connell
Analyst, KBW

So I think in the deck, it notes that there's expectations for about 5% of deposit runoff alongside the deal on the EBTC side. Is that overall expectations for customer runoff, or is that expected runoff from either the brokered or kind of non-core deposit side?

Mark Ruggiero
CFO, Independent Bank Corp

It's really based on prior experiences we've seen. I think this is a much stronger deposit franchise, and we'd like to be. I think we have a lot of confidence that we have the right people continuing to stay on in the organization that'll reassure relationships. But I think we just want to be realistic, like we've seen in most other deals, to have some level of expectation of some slight deposit runoff. It doesn't have too much of an impact in the model itself and the numbers because we assume it's some higher-cost deposits, to your point. It's probably those that are a bit more rate-sensitive. Economically, it just gets replaced with some maybe overnight borrowings, the wholesale borrowings that are not all that much more different than the rate.

Christopher O'Connell
Analyst, KBW

Great. And then on the other side of the balance sheet, you give some good slides and details on the overall review of the loan portfolio. When you think about the loan portfolio, either from a credit risk perspective or even just an interest rate risk perspective, once you get everything marked and the deal closes, are there any portions of the portfolio that you guys have earmarked to either runoff or potentially offload in a sale? And whether that be you don't want to have those credits even postmarked from a credit risk perspective, or where there's areas such as residential RE or just longer-dated loans that you'd prefer to just kind of get off the books after the close?

Jeffrey Tengel
CEO, Independent Bank Corp

Yeah. This is Jeffrey. Really, all of their businesses are doing pretty well. The credit quality is very good. And they're not in any businesses that struck us as outliers to kind of how we think about things, which, again, gets back to the similarities of the two franchises. So our expectation is that we're going to keep all of their commercial businesses intact and hopefully grow them.

Mark Ruggiero
CFO, Independent Bank Corp

And just adding on from an interest rate risk perspective, Chris, the profile is very consistent with our own. So again, it just drives low execution risk. They're very well positioned to take advantage of a rising rate on the long end of the curve environment. A little bit less sensitivity to the short end of the curve, which, again, pairs very well with how we're positioned. So I think the pro forma margin expansion, again, I keep highlighting with the caveat of at least a flattening to hopefully some steepening of a yield curve. These balance sheets combine very well to take advantage of that.

Christopher O'Connell
Analyst, KBW

Great. And then with this transaction, which kind of helps you guys expand north further along into New England, I mean, is there, is that an indication for your strategic kind of growth going forward? I mean, is that somewhere where you guys would like to continue that expansion north, or does this kind of outline a further strategic goal for you guys to keep kind of moving in that direction beyond this deal?

Jeffrey Tengel
CEO, Independent Bank Corp

Yeah. So again, we think this was a bit of a unique transaction in terms of how well it fit. It would be a bridge of sorts if we were going to continue to be active in Southern New Hampshire, Southern Maine. Obviously, we don't have any plans to do that right now, but I would think to the extent that that kind of opportunity ever presented itself, having the Enterprise franchise part of our company, I think would be helpful along those lines. Clearly, it'll give us some experience and exposure to Southern New Hampshire that we currently don't have today. But I wouldn't suggest that we're headed north with all of our activities. I just think that this was an ideal candidate for us. So would we go south into Rhode Island or another contiguous market?

Again, I think it would be dependent upon what bank it was and how well we think it fit with our company and at the right price.

Christopher O'Connell
Analyst, KBW

Great. Appreciate the time. Thanks for taking my questions. And congrats on the deal.

Jeffrey Tengel
CEO, Independent Bank Corp

Thanks.

Mark Ruggiero
CFO, Independent Bank Corp

Thank you.

Moderator

Again, if you have a question, please press star, then one. Our next question comes from Michael Cousineau with New Hampshire Union Leader. Please go ahead.

Michael Cousineau
Staff Writer and Reporter, New Hampshire Union Leader

Hi, Jeffrey. Was that you first commenting on the Southern New Hampshire market?

Jeffrey Tengel
CEO, Independent Bank Corp

Yes.

Michael Cousineau
Staff Writer and Reporter, New Hampshire Union Leader

Okay. Why was the New Hampshire market attractive for you, or was it just part of the enterprise package that came with the Massachusetts core that you were looking at?

Jeffrey Tengel
CEO, Independent Bank Corp

I'd say a little bit of both. It obviously came with. So that's all well and good. And I think Enterprise has done a really nice job in New Hampshire. But I would also tell you New Hampshire, Southern New Hampshire has been, I think, a growing economy. I have some familiarity with that market from my tenure when I was at People's United. And we always had success in that market. So I think it's a combination of the two. We like that market. We think it's pretty vibrant and growing. And it came along with the Enterprise company.

Michael Cousineau
Staff Writer and Reporter, New Hampshire Union Leader

Secondly, what can New Hampshire customers expect to get with some of the new services under the deal?

Jeffrey Tengel
CEO, Independent Bank Corp

First, I would point out that they're going to get the same level of service and community engagement and employee visibility in the community that they've always had. I know that Enterprise has been very good at that. We have as well. And I think that bodes well for the New Hampshire business community. But because we're a bit larger, we do have some additional product capability. Some of it I talked about during the call in our wealth management space around tax planning and estate planning that we offer that would be incremental. Our commercial business has a bit more product offerings in the treasury management space. We're active with the SBA. We do a fair amount of low-income housing tax credit financing, both debt and equity. So we think there's an awful lot that Enterprise is doing well.

It's not like this is going to be a radical change in terms of what the community sees in terms of product offering. We do think we can round it out a bit and on the margin add to some of the things that they've been doing.

Michael Cousineau
Staff Writer and Reporter, New Hampshire Union Leader

All right. Thanks, Jeffrey.

Jeffrey Tengel
CEO, Independent Bank Corp

Thank you.

Moderator

This concludes our question-and-answer session. I would like to turn the conference back over to Jeffrey Tengel for any closing remarks.

Jeffrey Tengel
CEO, Independent Bank Corp

Thanks, everybody. We appreciate your ongoing interest in Independent Bank Corp. and Rockland Trust. Have a good day.

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