[S-8 POS] Enterprise Bancorp Inc. SEC Filing

Rhea-AI Filing Summary

Transaction overview

Banco Santander S.A. (SAN) has agreed to acquire 100% of TSB Banking Group from Banco de Sabadell for £2.65 billion (€3.1 billion) in an all-cash deal. The price equates to 5× consensus 2026 earnings and 1.45× tangible book value (31 Mar 2025: £1.83 billion). Completion is targeted for Q1 2026, subject to regulatory and Sabadell shareholder approvals.

Strategic rationale

• Creates the UK’s third-largest bank by personal current account balances and fourth in mortgages, expanding the combined customer base to c.28 million.
• Adds a low-risk retail franchise that complements Santander UK’s focus on personal and SME segments.

Financial impact

• Expected return on invested capital above 20 % and an uplift in Santander UK return on tangible equity from 11 % (2024) to 16 % (2028).
• Forecast cost synergies of at least £400 million (13 % of combined cost base); restructuring charges of £520 million will be booked in 2026-27.
• EPS accretive from year 1, reaching c.4 % accretion by 2028.
• Consumes ~50 bps of CET1 capital at closing; pro-forma Group CET1 expected at ~13 % year-end 2025.

Capital allocation & shareholder returns

The deal does not alter Santander’s 2025 financial targets or its commitment to distribute at least €10 billion of share buybacks from 2025-26 earnings. The payout policy of ~50 % of profit (cash dividends plus buybacks) remains intact.

Execution considerations

Santander cites its successful integrations of Abbey (2004), Alliance & Leicester and Bradford & Bingley (2008) as precedent. Migrating TSB onto Santander’s technology platform is expected to unlock efficiencies, but integration complexity and regulatory clearance remain key risks.

Investor takeaway

The acquisition accelerates Santander’s scale and profitability in a core market with limited capital dilution and immediate EPS uplift. Successful delivery of synergies and regulatory approvals will determine the ultimate value creation.

Positive

• ROIC >20 % projected, indicating strong value creation versus cost of capital.
• EPS accretive from year 1 with approximately 4 % uplift forecast for 2028.
• £400 million cost synergies (13 % of combined cost base) enhance profitability.
• Limited capital dilution: only ~50 bps CET1 consumption, distribution policy unchanged.
• Significant UK market share gain, becoming No.3 in current accounts and No.4 in mortgages.

Negative

• Regulatory and Sabadell shareholder approvals create completion risk until Q1 2026.
• Integration complexity with £520 million restructuring costs could reduce net synergies if delayed or exceeded.
• 50 bps CET1 impact modest but reduces capital headroom amid macro uncertainty.

Insights

M&A Specialist

Accretive UK retail acquisition; high ROIC, limited capital hit, clear synergies—strategically positive for SAN shareholders, subject to execution and regulatory approvals.

The £2.65 billion purchase prices TSB at only 5× 2026 earnings and 1.45× TNAV, well below recent UK retail bank transactions. Projected ROIC >20 % and EPS accretion from year 1 suggest the deal comfortably exceeds Santander’s hurdle rates while consuming just 50 bps of CET1 capital. Achieving £400 million of cost synergies (13 % of the combined cost base) is credible given overlap in back-office functions and Santander’s proven UK integration record. Scale benefits move Santander UK into the top-three for current accounts, creating cross-sell potential and improving funding mix. Overall, a well-structured bolt-on that aligns with management’s stated strategy.

Risk Analyst

Sound economics but execution and regulatory clearance introduce medium risk; capital impact manageable yet non-trivial.

While financial headlines are attractive, the transaction faces multiple hurdles: PRA/FCA approval, CMA competition review, and Sabadell shareholder vote. Integration of IT systems and branch networks carries operational risk and requires £520 million in restructuring charges, potentially offsetting near-term earnings benefits. The 50 bps CET1 hit lowers flexibility during uncertain macro conditions, though management expects to stay around 13 %. Failure to realise projected synergies would delay the targeted ROTE uplift to 16 %. Overall impact is balanced: strategically sensible but contingent on timely, cost-effective execution.

 As filed with the Securities and Exchange Commission on July 1, 2025

Registration No. 333-256003

Registration No. 333-213799

Registration No. 333-184089

Registration No. 333-159006

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

 FORM S-8

REGISTRATION STATEMENT NO. 333-256003

REGISTRATION STATEMENT NO. 333-213799

REGISTRATION STATEMENT NO. 333-184089

REGISTRATION STATEMENT NO. 333-159006

UNDER THE SECURITIES ACT OF 1933

ENTERPRISE BANCORP, INC.

(Independent Bank Corp., as successor by merger to Enterprise Bancorp, Inc.)

(Exact name of registrant as specified in its charter)

Massachusetts						04-3308902
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

c/o Independent Bank Corp.

Office Address:  2036 Washington Street, Hanover, Massachusetts 02339

Mailing Address:  288 Union Street, Rockland, Massachusetts 02370

(Address and Zip Code of Principal Executive Office)

Enterprise Bancorp, Inc. 2016 Stock Incentive Plan, as amended

Enterprise Bancorp, Inc. 2009 Stock Incentive Plan, as amended

(Full titles of the plans)

Patricia M. Natale, Esq.

Executive Vice President and General Counsel

Independent Bank Corp.

2036 Washington Street, Hanover, Massachusetts 02339

(781) 878-6100

(Name, address, and telephone number,
including area code, of agent for service)

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

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 7(a)(2)(B) of the Securities Act. ☐

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) filed by Enterprise Bancorp, Inc., a Massachusetts corporation (the “Company” or “Enterprise”) to the following Registration Statements on Form S-8 (each a “Registration Statement,” and collectively, the “Registration Statements”) filed by Enterprise with the U.S. Securities and Exchange Commission (the “Commission”) deregisters any and all shares of common stock of Enterprise, par value $0.01 per share (the “Common Shares”) that were registered for issuance under the Registration Statements and that remain unsold under the Registration Statements (note that the Common Share numbers listed below do not take into account any applicable corporate actions, such as stock splits, that may have been taken in the interim):

•                  Registration Statement on Form S-8 (No. 333-256003), which was filed with the Commission on May 11, 2021, pertaining to the registration of 400,000 Common Shares issuable under the Enterprise Bancorp, Inc. 2016 Stock Incentive Plan, as amended.

•                  Registration Statement on Form S-8 (No. 333-213799), which was filed with the Commission on September 26, 2016, pertaining to the registration of 350,000 Common Shares issuable under the Enterprise Bancorp, Inc. 2016 Stock Incentive Plan, as amended.

•                  Registration Statement on Form S-8 (No. 333-184089), which was filed with the Commission on September 25, 2012, pertaining to the registration of 475,000 Common Shares issuable under the Enterprise Bancorp, Inc. 2009 Stock Incentive Plan, as amended.

•        Registration Statement on Form S-8 (No. 333-159006), which was filed with the Commission on May 11, 2021, pertaining to the registration of 400,000 Common Shares issuable under the Enterprise Bancorp, Inc. 2009 Stock Incentive Plan, as amended.

Effective on July 1, 2025, pursuant to that certain Agreement and Plan of Merger, dated December 8, 2024 (the “Merger Agreement”), by and among Independent Bank Corp. (“Independent”), Rockland Trust Company, a wholly-owned subsidiary of Independent, Enterprise and Enterprise Bank and Trust Company, a wholly-owned subsidiary of Enterprise, Enterprise merged with and into Independent, with Independent as the surviving entity (the “Merger”).

In connection with the Merger, Enterprise is terminating any and all offerings and sales of its securities registered pursuant to its existing registration statements under the Securities Act of 1933, as amended including the Registration Statements. Accordingly, pursuant to the undertakings made by Enterprise in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offerings, Independent, as the successor to the Company, hereby removes from registration any and all securities registered but unsold under each of the Registration Statements as of the date hereof. Each of the Registration Statements is hereby amended, as appropriate, to reflect the deregistration of such securities.

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the above-referenced Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rockland, Commonwealth of Massachusetts, on this 1st day of July, 2025.

			INDEPENDENT BANK CORP., as successor by merger to Enterprise Bancorp, Inc.
			By:			/s/ Patricia M. Natale
						Name: Patricia M. Natale
						Title:   Executive Vice President and General Counsel

*    Pursuant to Rule 478 under Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement.

FAQ

What is the purchase price for TSB in Santander's (SAN) acquisition?

Santander will pay £2.65 billion in cash for 100 % of TSB Banking Group.

How will the transaction affect Santander's CET1 capital ratio?

The deal is expected to consume approximately 50 basis points of CET1 at closing, leaving a pro-forma ratio of about 13 % at year-end 2025.

When is the TSB acquisition expected to close?

Completion is targeted for Q1 2026, subject to regulatory and Sabadell shareholder approvals.

What cost synergies does Santander expect from acquiring TSB?

Management forecasts at least £400 million in annual pre-tax cost synergies, equal to 13 % of the combined cost base.

Will Santander's planned share buybacks be affected by the deal?

No. Santander reiterated its plan to execute €10 billion of share buybacks from 2025-26 earnings; the policy remains unchanged.

What level of EPS accretion is projected from the acquisition?

The transaction is expected to be accretive immediately and deliver roughly 4 % EPS accretion by 2028.

What return on tangible equity does Santander target post-integration?

Santander UK’s ROTE is projected to rise from 11 % in 2024 to 16 % by 2028 after integration.