UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 3, 2023

 

NBT BANCORP INC.

(Exact name of Registrant as Specified in Its Charter)

 

Registrant’s Telephone Number, Including Area Code: (607) 337-2265

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

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 Instructions A.2. below):

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

---

 

On December 5, 2022, NBT Bancorp Inc. (“NBT”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Salisbury Bancorp, Inc. (“Salisbury”), Salisbury Bank and Trust Company (“Salisbury Bank”), Salisbury’s subsidiary bank, and NBT Bank, N.A. (“NBT Bank”), NBT’s subsidiary bank, pursuant to which Salisbury will merge with and into NBT, with NBT as the surviving entity.

 

In connection with the Merger, NBT filed a registration statement on Form S-4 (333-269742) (as amended, the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”). On February 28, 2023, the Registration Statement was declared effective by the SEC. On March 1, NBT filed a definitive proxy statement/prospectus with respect to the special meeting of shareholders of Salisbury scheduled to be held on April 12, 2023 at which Salisbury shareholders will be asked to, among other things, vote on a proposal to approve the Merger Agreement (the “Definitive Proxy Statement/Prospectus”).

 

Since the initial filing of the Registration Statement, six purported shareholders of Salisbury sent demand letters (the “Demand Letters”) requesting that Salisbury provide additional disclosures in an amendment or supplement to the Registration Statement. In addition, two purported class action lawsuits have been filed against Salisbury, NBT and each of the members of the board of directors of Salisbury in the Superior Court of the Judicial District of Litchfield, Connecticut (collectively, the “Complaints”). Captioned Reinhardt v. Salisbury Bancorp, Inc., et. al. (LLI-CV-23-6032958S), filed on March 17, 2023, and Parshall v. Salisbury Bancorp, Inc., et. el. (LLI-CV23-6033021), filed on March 28, 2023, each of the Complaints alleges that the named directors of Salisbury breached their fiduciary duties by approving the Merger Agreement through an unfair and flawed process and by failing to make complete and accurate disclosures regarding this process and that Salisbury and NBT aided and abetted the alleged breaches. Each of the Complaints seeks to enjoin the merger and requests attorneys’ fees and damages in an unspecified amount. NBT and Salisbury believe these allegations are without merit and intend to defend against them vigorously.

 

While NBT and Salisbury believe that the Complaints and the Demand Letters lack merit and that the disclosures set forth in the Definitive Proxy Statement/Prospectus comply fully with applicable law, in order to moot plaintiffs’ unmeritorious disclosure claims, avoid nuisance and possible expense and provide additional information to Salisbury’s shareholders, NBT and Salisbury have determined to voluntarily supplement the Definitive Proxy Statement/Prospectus as described in this Current Report on Form 8-K. Nothing in 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. To the contrary, NBT and Salisbury specifically deny all allegations that any additional disclosure was or is required.

 

* * * * * * * * * *

 

SUPPLEMENT TO DEFINITIVE PROXY STATEMENT/PROSPECTUS

 

The following information supplements the Definitive Proxy Statement/Prospectus and should be read in connection with the Definitive Proxy Statement/Prospectus, which should be read in its entirety. To the extent that information herein differs from or updates information contained in the Definitive Proxy Statement/Prospectus, the information contained herein supersedes the information contained in the Definitive Proxy Statement/Prospectus. All page references in the information below are to pages in the Definitive Proxy Statement/Prospectus, and terms used below have the meanings set forth in the Definitive Proxy Statement/Prospectus, unless otherwise defined below. New text within restated language from the Definitive Proxy Statement is highlighted with bold, underlined text and removed language within restated language from the Definitive Proxy Statement is indicated by strikethrough text. Without admitting in any way that the disclosures below are material or otherwise required by law, Salisbury and NBT make the following supplemental disclosures:

 

The section of the Definitive Proxy Statement/Prospectus entitled “Proposal 1—The Merger—Background of the Merger” is amended and supplemented as follows:

 

 

 

 

 

 

The section of the Definitive Proxy Statement/Prospectus entitled “Proposal 1—The Merger—Opinion of Janney Montgomery Scott, Financial Advisor to Salisbury” is amended and supplemented as follows:

 

 

 

 

 

 

 

---

 

 

Janney used publicly available information to compare selected financial information for Salisbury with a group of financial institutions selected by Janney for the Salisbury peer valuation comparison. The Salisbury peer group consisted of publicly-traded holding companies, deemed comparable by Salisbury. The Salisbury peer group consisted of the following companies:

 

 

Janney used publicly available information to compare selected financial information for NBT with a group of financial institutions selected by Janney for the NBT peer valuation comparison. The NBT peer group consisted of publicly-traded holding companies, as defined by the NBT Investor Presentation filed in July 2022. The NBT peer group consisted of the following companies:

 

Selected NBTB Peers		Price / TBV (%)				Price / LTM EPS (x)				Price / Assets (%)
Independent Bank Corp.			231.3				22.6				21.2
Community Bank System Inc.			634.8				19.8				22.5
First Merchants Corp.			227.6				12.4				14.5
First Financial Bancorp.			276.3				12.8				15.2
Park National Corp.			276.3				15.9				24.4
WesBanco, Inc.			214.8				13.3				14.5
Heartland Financial USA Inc.			220.1				10.8				10.6
Northwest Bancshares, Inc.			179.6				15.0				13.8
Provident Financial Services			155.1				10.3				12.4
S&T Bancorp Inc.			184.6				12.2				16.0
First Busey Corp.			191.6				11.6				11.3
Berkshire Hills Bancorp Inc.			155.1				17.9				12.6
OceanFirst Financial Corp.			143.8				12.3				11.0
First Commonwealth Financial			193.7				10.9				14.3
Tompkins Financial Corporation			253.0				14.2				15.5
Merchants Bancorp			122.1				5.7				9.5
Brookline Bancorp Inc.			135.1				9.9				12.5
Customers Bancorp Inc.			82.4				3.7				5.1
Premier Financial Corp.			194.2				10.1				12.4
Average			214.3				12.7				14.2
Median			193.7				12.3				13.8

Note: Market data as of December 2, 2022

 

Important Additional Information and Where to Find It

 

No Offer

 

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

 

Participants in Solicitation

 

 

Forward Looking Statements

This report contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements about NBT and Salisbury and their industry involve substantial risks and uncertainties. Statements other than statements of current or historical fact, including statements regarding NBT’s or Salisbury’s future financial condition, results of operations, business plans, liquidity, cash flows, projected costs, and the impact of any laws or regulations applicable to NBT or Salisbury, are forward-looking statements. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “may,” “will,” “should” and other similar expressions are intended to identify these forward-looking statements. Such statements are subject to factors that could cause actual results to differ materially from anticipated results.

Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements include, but are not limited to the following: (1) the businesses of NBT and Salisbury may not be combined successfully, or such combination may take longer to accomplish than expected; (2) the cost savings from the merger may not be fully realized or may take longer to realize than expected; (3) operating costs, customer loss and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected; (4) governmental approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger; (5) the shareholders of Salisbury may fail to approve the merger; (6) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (7) diversion of management’s attention from ongoing business operations and opportunities; (8) the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the merger within the expected timeframes or at all or to successfully integrate Salisbury’s operations and those of NBT; (9) such integration may be more difficult, time consuming or costly than expected; (10) revenues following the proposed transaction may be lower than expected; (11) NBT’s and Salisbury’s success in executing their respective business plans and strategies and managing the risks involved in the foregoing; (12) the dilution caused by NBT’s issuance of additional shares of its capital stock in connection with the proposed transaction; (13) changes in general economic conditions, including changes in market interest rates and changes in monetary and fiscal policies of the federal government; (14) legislative and regulatory changes; and (15) uncertainty as to the extent of the duration, scope, and impacts of the COVID-19 pandemic on NBT, Salisbury and the proposed transaction. Further information about these and other relevant risks and uncertainties may be found in NBT’s and Salisbury’s respective Annual Reports on Form 10-K for the fiscal year ended December 31, 2022 and in subsequent filings with the SEC.

 

Forward-looking statements speak only as of the date they are made. NBT and Salisbury do not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. You are cautioned not to place undue reliance on these forward-looking statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

---