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): December 19, 2024
BERKSHIRE HILLS BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-15781
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04-3510455
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(State or Other Jurisdiction)
of Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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60 State Street, Boston, Massachusetts
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02109
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (800) 773-5601, ext. 133773
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 Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.01 per share
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BHLB
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The New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
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Item 3.02
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Unregistered Sales of Equity Securities
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On December 19, 2024, Berkshire Hills Bancorp, Inc., (“Berkshire” or “the Company”), completed the previously disclosed proposed sale
of $100 million in common stock issued at $29.00 per share and consisting of 3,448,275 shares. This sale was made pursuant to subscription agreements entered into in a private placement with several institutional “accredited investors” on December
16, 2024. The capital placement was priced at a 3.97% discount to the market price of Berkshire common stock at closing on December 13, 2024.
The capital raise was conducted in conjunction with the Company’s entry on December 16, 2024 into a definitive merger agreement with Brookline Bancorp, Inc. (“Brookline”) pursuant to which Brookline will merge with and into Berkshire in an all-stock
transaction valued at approximately $1.1 billion, or $12.68 per share, based on the $30.20 closing price of Berkshire common stock on December 13, 2024.
The offering and sale of the Shares pursuant to the Securities Purchase Agreement was exempt under the Securities Act of 1933, as amended (the “Securities
Act”), by virtue of the exemption afforded by Section 4(2) and Rule 506 of Regulation D promulgated under the Securities Act and corresponding provisions of state securities or “blue sky” laws.
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Item 9.01
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Financial Statements and Exhibits
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Number
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Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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, hereunto duly authorized.
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Berkshire Hills Bancorp, Inc.
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DATE: December 23, 2024
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By:
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/s/ Wm. Gordon Prescott
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Wm. Gordon Prescott
Senior Executive Vice President and General Counsel
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