M&A - BERKSHIRE HILLS BANCORP INC

Form Type: 8-K

Filing Date: 2025-05-22

Corporate Action: Merger

Type: New

Accession Number: 000094337425000227

Filing Summary: On May 21, 2025, Berkshire Hills Bancorp, Inc. held its 2025 Annual Meeting of Stockholders, where stockholders approved several key proposals, including the issuance of common stock as part of a merger with Brookline Bancorp, Inc. This merger includes Brookline merging into Commerce Acquisition Sub, Inc., which will then merge with Berkshire Hills, leading to Berkshire surviving. Additionally, stockholders approved an amendment to increase the number of authorized shares in the Certificate of Incorporation, the Berkshire Hills Bancorp 2025 Stock Option and Incentive Plan, and voted in favor of executive compensation practices. The appointment of Crowe LLP as the independent registered public accounting firm for fiscal year 2025 was also ratified. The meeting achieved a quorum with 41,438,641 shares present out of 46,378,257 eligible shares.

Form Type: 425

Filing Date: 2025-05-12

Corporate Action: Merger

Type: Update

Accession Number: 000110465925047380

Filing Summary: On May 12, 2025, Berkshire Hills Bancorp, Inc. announced supplemental information related to its scheduled stockholder meeting on May 21, 2025, regarding a proposed merger with Brookline Bancorp, Inc. The document includes details of a Joint Proxy Statement/Prospectus filed on March 24, 2025, and supplemented on May 9, 2025, outlining the approval of a new stock option and incentive plan (the '2025 Plan'). The 2025 Plan received an unfavorable recommendation from Institutional Shareholder Services (ISS) due to concerns about the shareholder value transfer associated with the plan. The document outlines the current options and awards held by Berkshire, including a total of 44,400 stock options and various unvested awards that are contingent on the completion of the merger. Berkshire's board unanimously recommends that stockholders vote in favor of the proposal. Additionally, the document emphasizes that it is not a solicitation for a proxy and outlines how stockholders can revoke their votes. It encourages stockholders to read the relevant materials for informed decision-making regarding the merger.

Form Type: 8-K

Filing Date: 2025-05-12

Corporate Action: Merger

Type: Update

Accession Number: 000110465925047376

Filing Summary: On May 12, 2025, Berkshire Hills Bancorp, Inc. filed a current report regarding the proposed merger with Brookline Bancorp, Inc. The report mentions a recent filing of a registration statement on Form S-4 which includes a joint proxy statement/prospectus for an upcoming shareholder meeting scheduled for May 21, 2025. The report clarifies concerns raised by Institutional Shareholder Services regarding Proposal 3 in the proxy statement, which seeks approval for the 2025 Stock Option and Incentive Plan. Berkshire disclosed the current status of stock options and share availability, emphasizing that no additional equity awards will be granted until the merger proposal is completed. The board of directors unanimously recommends approval of this plan to shareholders. Furthermore, the document encourages shareholders to read the proxy statement and related materials for detailed information before voting on the merger. The report also provides details on how shareholders can revoke or change their proxy votes prior to the meeting.

Form Type: DEFA14A

Filing Date: 2025-05-12

Corporate Action: Merger

Type: New

Accession Number: 000110465925047382

Filing Summary: On May 12, 2025, Berkshire Hills Bancorp, Inc. filed a Form DEFA14A related to the upcoming merger with Brookline Bancorp, Inc. The document outlines details regarding a joint proxy statement/prospectus initially filed on March 24, 2025, and supplemented on May 9, 2025, for the annual meeting of shareholders scheduled for May 21, 2025. It discusses a proposal to approve the 2025 Stock Option and Incentive Plan as part of the merger considerations. Berkshire has received an unfavorable recommendation from Institutional Shareholder Services regarding this plan due to a discrepancy in the shareholder value transfer compared to benchmarks. The document provides supplemental information to help shareholders make informed voting decisions and encourages reading the proxy statement/prospectus for important details about the merger proposals. Berkshire states that certain equity awards will be affected by the proposed transaction and clarifies the relevance of stock options and awards in the context of the merger.

Form Type: 425

Filing Date: 2025-05-09

Corporate Action: Merger

Type: Update

Accession Number: 000110465925046748

Filing Summary: On May 9, 2025, Berkshire Hills Bancorp, Inc. reported on the ongoing merger process with Brookline Bancorp, Inc. The merger discussion follows prior announcements made on December 16, 2024, confirming an Agreement and Plan of Merger where Berkshire's wholly owned subsidiary, Commerce Acquisition Sub, Inc., will merge with Brookline, making Brookline the surviving entity. Post this merger, Brookline is set to merge with Berkshire, reinforcing Berkshire as the surviving entity. Additionally, the document details upcoming stockholders meetings on May 21, 2025, and mentions demand letters and lawsuits from shareholders alleging omissions in disclosures within the joint proxy statement filed. The Board of Directors from both companies deny all allegations but are set to provide supplemental disclosures to address shareholder concerns. These disclosures aim to prevent any delays in anticipated meetings and transaction closing. The potential merger is viewed as a strategic move to enhance financial performance and market positioning for both firms.

Form Type: 8-K

Filing Date: 2025-05-09

Corporate Action: Merger

Type: Update

Accession Number: 000110465925046743

Filing Summary: Berkshire Hills Bancorp, Inc. announced the proposed merger with Brookline Bancorp, Inc. through a definitive Merger Agreement executed on December 16, 2024, where Commerce Acquisition Sub, a wholly owned subsidiary of Berkshire, will merge into Brookline with Brookline as the surviving entity. Following this, Brookline will merge into Berkshire, which will be the surviving entity of this overall transaction, aimed at creating a combined entity with over $20 billion in assets. Additionally, three banks will merge into Brookline Bank, the remaining entity after the merger. The company filed a registration statement on Form S-4 and proxy materials with the SEC in March and April 2025, with stockholder meetings scheduled for May 21, 2025. Berkshire recently received demand letters alleging deficiencies in the joint proxy statement, resulting in the need for supplemental disclosures to clarify the materials provided to shareholders. The document details additional financial analyses conducted as part of the merger evaluations, including a fair contribution analysis and projected earnings impact post-merger, which indicates significant potential value creation for shareholders. Berkshire and Brookline have denied the allegations but opted for these disclosures to facilitate the proposed transaction.

Form Type: S-4/A

Filing Date: 2025-04-04

Corporate Action: Merger

Type: Update

Accession Number: 000110465925032153

Filing Summary: On April 4, 2025, Berkshire Hills Bancorp, Inc. filed an amendment to its registration statement on Form S-4 related to the merger agreement with Brookline Bancorp, Inc., dated December 16, 2024. The merger is structured as a combination of two transactions: first, Commerce Acquisition Sub, Inc., a wholly-owned subsidiary of Berkshire, will merge with Brookline, with Brookline surviving that merger. This will be immediately followed by a second merger where Brookline will merge into Berkshire, making Berkshire the surviving corporation. Stockholders of Brookline will receive 0.42 shares of Berkshire common stock for each share of Brookline common stock they own, with an estimated total issuance of up to approximately 37.9 million shares of Berkshire common stock. The merger agreement requires approval from stockholders at virtual meetings scheduled for May 21, 2025. Berkshire seeks to increase its number of authorized shares as part of this transaction, and both boards unanimously recommend approval of the merger proposals. Further risks and details are provided in the accompanying Joint Proxy Statement/Prospectus, urging stockholders to read it carefully before making any decision.

Form Type: S-4

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000110465925027226

Filing Summary: Berkshire Hills Bancorp, Inc. ("Berkshire") has filed a Registration Statement on Form S-4 for a proposed merger with Brookline Bancorp, Inc. ("Brookline"). The merger involves merging Commerce Acquisition Sub, Inc., a wholly-owned subsidiary of Berkshire, into Brookline, with Brookline as the surviving corporation. Immediately following this, Brookline will merge with Berkshire, making Berkshire the surviving corporation. This merger aims for a combined entity where both companies have equal representation on the board. The agreement allows Brookline shareholders to exchange their shares for 0.42 shares of Berkshire common stock, which, based on a previous closing price of $30.20, values Brookline shares at approximately $12.68 each or around $1.1 billion in total. The document outlines essential actions for the stockholders, including voting on various proposals at upcoming meetings and emphasizes the importance of these votes for completing the merger. Berkshire's and Brookline's shareholders are encouraged to read the detailed Joint Proxy Statement/Prospectus for comprehensive information regarding the merger.

Form Type: S-3ASR

Filing Date: 2025-01-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925003446

Filing Summary: Berkshire Hills Bancorp, Inc., a Delaware corporation, is filing a registration statement under the Securities Act of 1933. This filing relates to the offer and resale of up to 3,448,275 shares of its common stock by selling shareholders, originally issued in a private placement transaction completed on December 19, 2024. The shares are being offered on a delayed or continuous basis. This prospectus arises amidst a pending merger with Brookline Bancorp, Inc., where Brookline will merge with Berkshire, resulting in Berkshire continuing as the surviving entity. Each outstanding share of Brookline common stock will be converted into 0.42 shares of Berkshire common stock, with additional conditions applied for fractional shares. The merger is expected to require shareholder approvals from both companies and necessitates various regulatory approvals. The filing discusses the terms and conditions of the Merger Agreement, the intended merger process, and risks associated with the merger. Also, it mentions that Berkshire will not receive any proceeds from the sale of shares by selling shareholders and emphasizes that investments in these securities involve significant risks.

Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Merger

Type: Update

Accession Number: 000094337424000502

Filing Summary: On December 19, 2024, Berkshire Hills Bancorp, Inc. completed the sale of $100 million in common stock priced at $29.00 per share, totaling 3,448,275 shares, through private placement agreements. This capital raise was conducted in connection with a definitive merger agreement entered into on December 16, 2024, with Brookline Bancorp, Inc. in an all-stock transaction valued at approximately $1.1 billion, equating to $12.68 per share based on the closing price of Berkshire's common stock on December 13, 2024. The transaction was part of a strategic move to enhance Berkshire’s capital position and facilitate the merger process.

Form Type: 425

Filing Date: 2024-12-16

Corporate Action: Merger

Type: New

Accession Number: 000110465924128697

Filing Summary: On December 16, 2024, Berkshire Hills Bancorp, Inc. and Brookline Bancorp, Inc. entered into a Merger Agreement that outlines a multi-step merger transaction. The agreement includes an exchange ratio where each share of Brookline Common Stock will be converted into 0.42 shares of Berkshire Common Stock, with cash payments for fractional shares. The transaction also entails the merging of subsidiary banks. In addition to the merger, a Securities Purchase Agreement was executed with institutional investors for a private placement of 3,448,275 shares at $29.00 per share, totaling approximately $100 million, which will be used to support the merger and corporate purposes. The completion of these transactions is subject to multiple approvals, including stockholder votes and regulatory clearances. The proposed governance structure post-merger has been articulated, detailing director appointments and executive roles.

Form Type: 425

Filing Date: 2024-12-16

Corporate Action: Merger

Type: New

Accession Number: 000110465924128699

Filing Summary: Berkshire Hills Bancorp, Inc. and Brookline Bancorp, Inc. have announced a definitive agreement to merge into an all-stock merger of equals transaction effective December 16, 2024. The merger aims to create a premier Northeast financial institution with approximately $24 billion in assets, $18 billion in total deposits, and $19 billion in total loans, supported by over 140 branches across five states. Both companies seek to enhance their performance, increase scale, and leverage compatible cultures and geographic footprints for sustainable growth. Employment impacts are addressed, ensuring business continuity and providing advance notice to affected employees, along with severance packages. The new combined company will establish a new name and brand prior to finalization in the second half of 2025, with an expectation that the merger will close subject to customary conditions and regulatory approvals.

Form Type: 8-K

Filing Date: 2024-12-16

Corporate Action: Merger

Type: New

Accession Number: 000110465924128694

Filing Summary: On December 16, 2024, Berkshire Hills Bancorp, Inc. entered into a Merger Agreement with Brookline Bancorp, Inc. for a merger transaction. The agreement stipulates that Commerce Acquisition Sub, Inc., a subsidiary of Berkshire, will merge with Brookline, which will be the surviving entity, followed by a holdco merger where Brookline merges into Berkshire. The merger consideration includes an exchange ratio of 0.42 shares of Berkshire Common Stock for each share of Brookline Common Stock. Additionally, the Merger Agreement outlines the treatment of equity awards and the assumption of Brookline's debt obligations. The closure of the merger is subject to regulatory approvals and stockholder votes. On the same day, a Securities Purchase Agreement was signed to issue approximately 3.4 million shares at $29 per share to institutional investors, expected to raise approximately $100 million to support the transaction.