Item 8.01 Other Events.




As previously disclosed, on April 22, 2021, Meridian Bancorp, Inc., a Maryland
corporation ("Meridian"), Independent Bank Corp., a Massachusetts corporation
("Independent"), Bradford Merger Sub Inc. a direct, wholly owned subsidiary of
Independent ("Merger Sub"), Rockland Trust Company, a Massachusetts-chartered
trust company and wholly-owned subsidiary of Independent ("Rockland Trust"), and
East Boston Savings Bank, a Massachusetts-chartered savings bank and
wholly-owned subsidiary of Meridian ("EBSB") entered into an Agreement and Plan
of Merger (the "Merger Agreement"). Pursuant to the terms and subject to the
conditions set forth in the Merger Agreement, Merger Sub will merge with and
into Meridian, with Meridian as the surviving entity (the "Merger"), and as soon
as reasonably practicable following the Merger, Meridian will merge with and
into Independent, with Independent as the surviving entity (the "Holdco
Merger"). The Merger Agreement further provides that immediately following the
Holdco Merger, EBSB will merge with and into Rockland Trust, with Rockland Trust
as the surviving company. The Merger Agreement was unanimously approved by the
Boards of Directors of each of Meridian, Independent, Merger Sub, Rockland
Trust, and EBSB.

In connection with the proposed Merger, Independent filed with the Securities
and Exchange Commission (the "SEC") a registration statement on Form S-4
containing a joint proxy statement/prospectus, as amended, and Meridian filed a
definitive proxy statement and Independent filed a definitive proxy
statement/prospectus with the SEC, each dated June 22, 2021 (collectively, the
"joint proxy statement/prospectus"), which Independent and Meridian first mailed
to their respective shareholders and stockholders on or about June 28, 2021.

Following the announcement of the Merger Agreement, as of the date of this
Current Report on Form 8-K, seven lawsuits challenging the Merger have been
filed. On June 9, 2021, a purported stockholder of Meridian filed a lawsuit
against Meridian and its directors in the United States District Court for the
Southern District of New York, captioned Shiva Stein vs. Meridian Bancorp, Inc.,
et al., Docket No. 1:21-cv-5116 (the "Stein Lawsuit"). The plaintiff generally
alleges that the defendants violated Sections 14(a) and 20(a) of the Exchange
Act and Rule 14a-9 promulgated thereunder by disclosing materially incomplete
and misleading information to Meridian stockholders about the previously
announced proposed merger involving the acquisition of Meridian by Independent.
The plaintiff seeks injunctive relief, rescissory relief or damages, other
unspecified damages, and an award of attorneys' and experts' fees and expenses.

On June 18, 2021, a purported stockholder of Meridian filed a lawsuit against
Independent, Meridian and Meridian's directors in the United States District
Court for the Southern District of New York, captioned Matthew Whitfield vs.
Meridian Bancorp, Inc., et al., Docket No. 1:21-cv-05405 (the "Whitfield
Lawsuit"). The plaintiff generally alleges that the defendants violated Sections
14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by
disclosing materially incomplete and misleading information to Meridian
stockholders about the previously announced proposed merger. The plaintiff seeks
injunctive relief, rescissory relief or damages, dissemination of a corrected
registration statement, declaratory relief, and an award of attorneys' and
experts' fees.

On June 22, 2021, a purported stockholder of Meridian filed a lawsuit against
Meridian and its directors in the United States District Court for the Eastern
District of New York,

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captioned Sean Bresnahan vs. Meridian Bancorp, Inc., et al., Docket No.
1:21-cv-03509 (the "Bresnahan Lawsuit"). The plaintiff generally alleges that
the defendants violated Sections 14(a) and 20(a) of the Exchange Act and Rule
14a-9 promulgated thereunder by disclosing materially incomplete and misleading
information to Meridian stockholders about the previously announced proposed
merger. The plaintiff seeks injunctive relief, rescissory relief or damages,
declaratory relief, and an award of attorneys' and experts' fees.

On June 29, 2021, a purported stockholder of Independent filed a lawsuit against
Independent and its directors in the Massachusetts Superior Court, captioned
Dean Drulias vs. Independent Bank Corp., et al. (the "Drulias Lawsuit"). The
plaintiff generally alleges that the director defendants breached their
fiduciary duties by agreeing to overpay for Meridian in the proposed merger with
Independent in large part due to their conflicts of interest. The plaintiff
alleges that the defendants further breached their fiduciary duties by
disseminating a deceptive, incomplete and misleading proxy statement to
Independent stockholders regarding the proposed merger of Meridian with and into
Independent and the related proposed issuance of Independent shares. The
plaintiff seeks injunctive relief, rescissory relief or damages, declaratory
relief, compensatory or punitive damages as allowed by law, and an award of
attorneys' and experts' fees.

On July 6, 2021, a purported stockholder of Meridian filed a lawsuit against
Meridian and its directors in the United States District Court for the Southern
District of New York, captioned Michael Rubin vs. Meridian Bancorp, Inc., et
al., Docket No. 1:21-cv-05806 (the "Rubin Lawsuit"). The plaintiff generally
alleges that the defendants breached their fiduciary duties and violated
Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated
thereunder by disclosing materially incomplete and misleading information to
Meridian stockholders about the previously announced proposed merger. The
plaintiff seeks injunctive relief, rescissory relief or damages, declaratory
relief, and an award of attorneys' and experts' fees.

On July 26, 2021, a purported stockholder of Meridian filed a lawsuit against
Meridian and its directors in the United States District Court for the Southern
District of New York, captioned Paul Parshall vs. Meridian Bancorp, Inc., et
al., Docket No. 1:21-cv-06330 (the "Parshall Lawsuit"). The plaintiff generally
alleges that the defendants violated Sections 14(a) and 20(a) of the Exchange
Act and Rule 14a-9 promulgated thereunder by disclosing materially incomplete
and misleading information to Meridian stockholders about the previously
announced proposed merger. The plaintiff seeks injunctive relief, rescissory
relief or damages, declaratory relief, and an award of attorneys' and experts'
fees.

On July 26, 2021, a purported stockholder of Meridian filed a lawsuit against
Meridian and its directors in the United States District Court for the Eastern
District of Pennsylvania, captioned Jeffrey Justice vs. Meridian Bancorp, Inc.,
et al., Docket No. 2:21-cv-03317 (the "Justice Lawsuit," and together with the
Stein Lawsuit, Whitfield Lawsuit, Bresnahan Lawsuit, Drulias Lawsuit, Rubin
Lawsuit and Parshall Lawsuit, the "Merger Litigation"). The plaintiff generally
alleges that the defendants violated Sections 14(a) and 20(a) of the Exchange
Act and Rule 14a-9 promulgated thereunder by disclosing materially incomplete
and misleading information to Meridian stockholders about the previously
announced proposed merger. The plaintiff seeks injunctive relief, rescissory
relief or damages, dissemination of a corrected registration statement,
declaratory relief, and an award of attorneys' and experts' fees.

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On July 27, 2021, solely to avoid the costs, risks and uncertainties inherent in
litigation, Meridian and Independent have agreed to make additional disclosures
(the "Additional Disclosures") to supplement the disclosures contained in the
joint proxy statement/prospectus filed with the Securities and Exchange
Commission on June 22, 2021 and first mailed to shareholders of Meridian and
stockholders of Independent on June 28, 2021. The Additional Disclosures are set
forth below and should be read in conjunction with the joint proxy
statement/prospectus.

Meridian and Independent believe that the Additional Disclosures moot plaintiffs' disclosure claims asserted in the Merger Litigation and, as a result, expect that the plaintiffs will not seek injunctive relief against the merger.



This decision to make the Additional Disclosures will not affect the merger
consideration to be paid in connection with the merger of Meridian with and into
Independent or the timing of the special meetings of Meridian's shareholders and
Independent's stockholders.

Meridian, Independent and the other defendants have vigorously denied, and
continue to vigorously deny, that they have committed or aided and abetted in
the commission of any violation of law or engaged in any of the wrongful acts
that were or could have been alleged in the lawsuits, and expressly maintain
that, to the extent applicable, they diligently and scrupulously complied with
their fiduciary and other legal duties and are entering into the agreement to
make the Additional Disclosures solely to eliminate the burden and expense of
further litigation, to put the claims that were or could have been asserted to
rest, and to avoid any possible delay to the closing of the merger that might
arise from further litigation. Nothing in this Current Report on Form 8-K shall
be deemed an admission of the legal necessity or materiality under applicable
laws of any of the disclosures set forth herein.

                 SUPPLEMENT TO JOINT PROXY STATEMENT/PROSPECTUS

The following information supplements the joint proxy statement/prospectus and
should be read in connection with the joint proxy statement/prospectus, which
should be read in its entirety. To the extent that information herein differs
from or updates information contained in the joint proxy statement/prospectus,
the information contained herein supersedes the information contained in the
joint proxy statement/prospectus. All page references in the information below
are to pages in the joint proxy statement/prospectus, and terms used below have
the meanings set forth in the joint proxy statement/prospectus, unless otherwise
defined below. Without admitting in any way that the disclosures below are
material or otherwise required by law, Meridian and Independent make the
following Additional Disclosures:

Background of the Merger

The disclosure under the heading "THE MERGER-Background of the Merger" is hereby revised by deleting the fourth full paragraph of page 57 of the joint proxy statement/prospectus and replacing it with the following:



In early January, 2021, as part of customary marketing efforts, Raymond James
representatives met with Independent representatives and discussed a number of
topics regarding the banking industry and the Massachusetts market, including
the competitive

--------------------------------------------------------------------------------
landscape. During these conversations, and consistent with informal discussions
in prior years, Raymond James and Independent discussed, in a general and
exploratory fashion, possible strategic advantages of a potential future merger
between Meridian and Independent, including the fact that a merger would bring
together two culturally aligned community-focused commercial banks with
complementary footprints and business models and create a combined company with
an increased presence in Massachusetts and the Boston metro area. Following the
meeting, Raymond James provided a summary of this discussion to Mr. Gavegnano.

The disclosure under the heading "THE MERGER-Background of the Merger" is hereby revised by deleting the sixth full paragraph of page 57 of the joint proxy statement/prospectus and replacing it with the following:



Over the next few days, senior management of Independent discussed the potential
strategic and financial benefits of a potential acquisition of Meridian,
including the fact that a merger would bring together two culturally aligned
community-focused commercial banks with complementary footprints and business
models and create a combined company with an increased presence in Massachusetts
and the Boston metro area. They also discussed the potential financial terms for
such a transaction and determined to indicate a willingness to engage in
preliminary exploratory discussions with Meridian and its representatives.

The disclosure under the heading "THE MERGER-Background of the Merger" is hereby revised by deleting the second full paragraph of page 58 of the joint proxy statement/prospectus and replacing it with the following:



On February 23, 2021, KBW, Independent's financial advisor, contacted Raymond
James to discuss the possibility of resuming transaction discussions.
Independent's stock price had increased since the time discussions were
discontinued in early February, and bank consolidation in the Northeast had
continued with the announcement of the merger between M&T and People's United.
On February 24, 2021, KBW reported this discussion to Independent senior
management and at the direction of Independent, KBW then contacted Raymond James
to indicate Independent's continued interest in pursuing a merger transaction.
Later that same day, Independent provided Meridian a non-binding indication of
interest, including a fixed exchange ratio of 0.275 shares of Independent common
stock for each share of Meridian common stock, representing an implied price of
$24.21 per share based on the then-current market price for Independent common
stock, as well as a request for exclusive negotiating rights with Meridian
through April 30, 2021.

The disclosure under the heading "THE MERGER-Background of the Merger" is hereby revised by deleting the fifth full paragraph of page 58 of the joint proxy statement/prospectus and replacing it with the following:



On March 18, 2021, at a regularly scheduled meeting of the Independent board of
directors, Independent senior management updated the board regarding the
potential transaction with Meridian, including the strategic and financial
benefits of the proposed merger, which included the fact that the merger would
increase Independent's presence in

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Massachusetts and the Boston metro area; the complementary footprints of
Independent and Meridian; the complementary nature of the products, customers
and markets of the two companies; the expectation of cost synergies resulting
from the merger; and the expectation that the merger would offer potentially
significant revenue synergies across multiple business lines. Independent's
board expressed its support for senior management to proceed with its due
diligence review and negotiation of the proposed merger.

The disclosure under the heading "THE MERGER-Background of the Merger" is hereby revised by deleting the sixth full paragraph of page 58 of the joint proxy statement/prospectus and replacing it with the following:



On April 1, 2021, Wachtell, Lipton, Rosen & Katz ("Wachtell Lipton"), legal
counsel to Independent, shared with Luse Gorman a first draft of the proposed
merger agreement. On April 6, 2021, Wachtell Lipton shared with Luse Gorman a
draft consulting agreement for Richard J. Gavegnano pursuant to which he would
serve as a consultant to Rockland Trust following the effective time of the
merger. On April 13, 2021, Wachtell Lipton shared with Luse Gorman draft
consulting agreements for John Romano and Edward J. Merritt pursuant to which
they would serve as consultants to Rockland Trust following the effective time
of the merger. On April 13, 2021, Wachtell Lipton shared a draft offer letter
for John Migliozzi to join Rockland Trust as Senior Vice President, Managing
Director following the effective time of the merger. From April 1, 2021 through
April 22, 2021, Independent and Meridian and their respective legal advisors
negotiated the proposed merger agreement and other ancillary documents and
agreements. From April 6, 2021 through April 22, 2021, Independent, Meridian,
Mr. Gavegnano and their respective legal advisors negotiated the proposed
consulting agreement for Mr. Gavegnano. From April 13, 2021 through April 22,
2021, Independent, Meridian, Messrs. Romano, Merritt, Migliozzi and their
respective legal advisors negotiated the proposed consulting agreements for
Messrs. Romano and Merritt, and in the case of Mr. Migliozzi, the proposed offer
letter.

The disclosure under the heading "THE MERGER-Background of the Merger" is hereby revised by deleting the second full paragraph of page 59 of the joint proxy statement/prospectus and replacing it with the following:



The parties and their respective counsel finalized the negotiations of the
merger agreement and ancillary agreements over the next two days, including the
consulting agreement for Messrs. Gavegnano, Romano, and Merritt and the offer
letter for Mr. Migliozzi. The terms of the consulting agreements between
Independent and Messrs. Gavegnano, Romano and Merrit, and the offer letter for
Mr. Migliozzi, are summarized in "The Merger-Interests of Meridian's Executive
Officers and Directors in the Merger-New Agreements with Meridian Executive
Officers," beginning on page 92.

Opinion of Meridian's Financial Advisor



The disclosure under the heading "THE MERGER - Opinion of Meridian's Financial
Advisor - Material Financial Analyses" and the subheading "Discounted Cash Flow
Analysis" is hereby supplemented by adding the following to the first paragraph
on page 66 of the joint proxy statement/prospectus as a new third sentence and
fourth sentence:

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For Meridian, Raymond James selected the range of price to earnings multiples
based on Raymond James's review of, among other matters, the trading multiples
of selected companies that Raymond James deemed to be comparable to Meridian,
and for Independent, Raymond James selected the range of price to earnings
multiples based on Raymond James's review of, among other matters, the trading
multiples of selected companies that Raymond James deemed to be comparable to
Independent. For purposes of the discounted cash flow analysis, Raymond James
assumed, at the direction of Meridian, that Meridian had 53.3 million diluted
shares outstanding and that Independent had 33.1 million diluted shares
outstanding.

The disclosure under the heading "THE MERGER - Opinion of Meridian's Financial
Advisor - Material Financial Analyses" and the subheading "Discounted Cash Flow
Analysis" is hereby supplemented by adding the following after the Implied Per
Share Value and Implied Exchange Ratio table on page 66 of the joint proxy
statement/prospectus:

The following table describes the discount rate calculation for Independent
common stock prepared by Raymond James. In its normal course of business Raymond
James employs the Duff & Phelps Valuation Handbook in determining an appropriate
discount rate in which the discount rate equals the risk free rate plus the
product of the equity risk premium and the adjusted beta, plus the size premium.




    Risk Free Rate           2.16%      20-Year US Treasury Rate
    Equity Risk Premium      7.25%      Per Duff & Phelps Valuation Handbook
    Adjusted Beta            1.08x      Per Duff & Phelps Valuation Handbook
    Size Premium             1.09%      Per Duff & Phelps Valuation Handbook
    Discount Rate           11.08%


The following table describes the discount rate calculation for Meridian common
stock prepared by Raymond James. In its normal course of business Raymond James
employs the Duff & Phelps Valuation Handbook in determining an appropriate
discount rate in which the discount rate equals the risk free rate plus the
product of the equity risk premium and the adjusted beta, plus the size premium.




    Risk Free Rate           2.16%      20-Year US Treasury Rate
    Equity Risk Premium      7.25%      Per Duff & Phelps Valuation Handbook
    Adjusted Beta            1.08x      Per Duff & Phelps Valuation Handbook
    Size Premium             1.54%      Per Duff & Phelps Valuation Handbook
    Discount Rate           11.53%


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The disclosure under the heading "THE MERGER - Opinion of Meridian's Financial
Advisor - Material Financial Analyses" and the subheading "Selected Companies
Analysis" is hereby amended by deleting the list of Selected Companies for
Independent following the first paragraph of this subsection on page 66 of the
joint proxy statement/prospectus and replacing it with the following:



                                          Price / TBV          Price / 2021 EPS          Price / 2022 EPS
WSFS Financial Corp.                               188 %                   14.3x                     13.0x
Community Bank System, Inc.                        329 %                   25.3x                     25.4x
Northwest Bancshares, Inc.                         158 %                   13.7x                     13.6x
Provident Financial Services                       155 %                   14.4x                     14.6x
Sandy Spring Bancorp, Inc.                         190 %                   11.7x                     12.3x
OceanFirst Financial Corp.                         154 %                   13.5x                     12.3x
Eagle Bancorp, Inc.                                147 %                   12.1x                     12.0x
NBT Bancorp Inc.                                   188 %                   13.2x                     14.0x
First Commonwealth Financial                       180 %                   13.5x                     12.5x
S&T Bancorp, Inc.                                  165 %                   14.7x                     13.5x
Brookline Bancorp, Inc.                            156 %                   15.1x                     14.3x


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The disclosure under the heading "THE MERGER - Opinion of Meridian's Financial
Advisor - Material Financial Analyses" and the subheading "Selected Companies
Analysis" is hereby amended by deleting the list of Selected Companies for
Meridian beginning on page 67 of the joint proxy statement/prospectus and
replacing it with the following:



                                          Price / TBV          Price / 2021 EPS          Price / 2022 EPS
First Commonwealth Financial                       180 %                  

13.5x                     12.5x
S&T Bancorp, Inc.                                  165 %                   14.7x                     13.5x
Brookline Bancorp, Inc.                            156 %                   15.1x                     14.3x
Lakeland Bancorp                                   143 %                   11.9x                     11.6x
Tompkins Financial Corporation                     189 %                   15.3x                     15.2x
ConnectOne Bancorp, Inc.                           148 %                   10.6x                     10.2x
Kearny Financial Corp.                             120 %                   17.8x                     17.3x
Univest Financial Corp.                            154 %                   14.1x                     12.7x
Amalgamated Financial Corp.                        100 %                   10.4x                      8.5x
TrustCo Bank Corp NY                               126 %                   12.6x                     12.4x
Washington Trust Bancorp, Inc.                     189 %                   13.9x                     15.4x
Northfield Bancorp, Inc.                           118 %                   15.5x                     14.3x
Financial Institutions, Inc.                       130 %                    9.9x                     10.1x
Camden National Corp.                              162 %                   12.4x                     13.1x
HarborOne Bancorp, Inc.                            135 %                   14.7x                     15.8x
Metropolitan Bank Holding Corp                     135 %                   10.9x                      8.7x
Cambridge Bancorp                                  162 %                   12.1x                     12.4x
The First of Long Island Corp.                     125 %                   13.4x                     12.5x
Enterprise Bancorp, Inc.                           121 %                      -                         -
Bar Harbor Bankshares                              158 %                      -                         -
Arrow Financial Corp.                              173 %                   12.5x                     12.9x


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The disclosure under the heading "THE MERGER - Opinion of Meridian's Financial
Advisor - Material Financial Analyses" and the subheading "Selected Transaction
Analysis" is hereby amended by deleting the list of Selected National
Transactions following the first paragraph of this subsection on page 68 of the
joint proxy statement/prospectus and replacing it with the following:



                                                Price /         Premium to         Price /          Price /             Price /
                                     Date         TBV          Core

Deposits LTM EPS Current FY EPS Next FY EPS Eastern Bankshares, Inc. / 4/7/2021

           175 %                5.5 %       15.2x                   -                 -
Century Bancorp, Inc.
WSFS Financial Corp. /            3/10/2021          229 %               13.6 %       29.8x                17.8x             16.5x
Bryn Mawr Bank Corp.
SVB Financial Group /
Boston Private Financial          1/4/2021           115 %                2.2 %       21.5x                27.1x             17.6x
Holdings, Inc.
Pacific Premier Bancorp /         2/3/2020           141 %                5.1 %       16.6x                16.2x             14.8x
Opus Bank
FB Financial Corp. /
Franklin Financial Network,       1/21/2020          149 %                7.0 %          NM                   -                 -
Inc.
United Bankshares, Inc. /         11/18/2019         207 %               27.5 %       16.3x                15.2x             15.3x
Carolina Financial Corp.
CIT Group Inc. /                  8/13/2019          125 %                3.2 %       10.9x                   -                 -
Mutual of Omaha Bank
Simmons First National Corp. /    7/31/2019          181 %                8.4 %       14.3x                   -                 -
Landrum Co.
WesBanco, Inc. /                  7/23/2019          177 %               12.5 %       14.0x                13.6x             12.0x
Old Line Bancshares, Inc.
People's United Financial, Inc.
/                                 7/15/2019          125 %                4.4 %       13.2x                14.7x             13.6x
United Financial Bancorp, Inc.
Valley National Bancorp /         6/26/2019          138 %                9.7 %       13.7x                14.2x             15.3x
Oritani Financial Corp.
Prosperity Bancshares, Inc. /
LegacyTexas Financial Group,      6/17/2019          216 %               20.8 %       12.7x                13.3x             12.2x

Inc.




The disclosure under the heading "THE MERGER - Opinion of Meridian's Financial
Advisor - Material Financial Analyses" and the subheading "Selected Transaction
Analysis" is hereby amended by deleting the list of Selected Regional
Transactions following the first paragraph of this subsection on page 68 of the
joint proxy statement/prospectus and replacing it with the following:



                                               Price /         Premium to         Price /          Price /             Price /
                                    Date         TBV          Core Deposits       LTM EPS       Current FY EPS       Next FY EPS
Eastern Bankshares, Inc. /        4/7/2021          175 %                5.5 %       15.2x                   -                 -
Century Bancorp, Inc.
WSFS Financial Corp. /            3/10/2021         229 %               13.6 %       29.8x                17.8x             16.5x
Bryn Mawr Bank Corp.
SVB Financial Group /
Boston Private Financial          1/4/2021          115 %                2.2 %       21.5x                27.1x             17.6x
Holdings, Inc.
WesBanco, Inc. /                  7/23/2019         177 %               12.5 %       14.0x                13.6x             12.0x
Old Line Bancshares, Inc.
People's United Financial, Inc.
/                                 7/15/2019         125 %                4.4 %       13.2x                14.7x             13.6x
United Financial Bancorp, Inc.
Valley National Bancorp /         6/26/2019         138 %                9.7 %       13.7x                14.2x             15.3x
Oritani Financial Corp.

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The disclosure under the heading "THE MERGER - Opinion of Meridian's Financial
Advisor - Material Financial Analyses" and the subheading "Pro Forma Impact
Analysis" is hereby amended by deleting and replacing the fourth sentence and
. . .

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