M&A - BERKSHIRE HILLS BANCORP INC

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.

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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.

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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.

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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.

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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.

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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.

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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.

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