M&A: BERKSHIRE HILLS BANCORP INC

Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Merger

Type: Update

Accession Number: 000094337424000502

Comments: 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.

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Form Type: 425

Filing Date: 2024-12-16

Corporate Action: Merger

Type: New

Accession Number: 000110465924128697

Comments: 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.

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Form Type: 425

Filing Date: 2024-12-16

Corporate Action: Merger

Type: New

Accession Number: 000110465924128699

Comments: 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.

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Form Type: 8-K

Filing Date: 2024-12-16

Corporate Action: Merger

Type: New

Accession Number: 000110465924128694

Comments: 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.

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