Brookline Bancorp (NASDAQ:BRKL) Enters Definitive Agreement for Merger with Berkshire Hills Bancorp

Brookline Bancorp, Inc. (NASDAQ: BRKL) filed a Form 8-K with the Securities and Exchange Commission on December 16, 2024, announcing a pivotal merger agreement with Delaware-based Berkshire Hills Bancorp, Inc. (NYSE: BHLB). The filing detailed the Agreement and Plan of Merger entered into by Brookline Bancorp, Berkshire Hills Bancorp, and Commerce Acquisition Sub, Inc., a wholly owned subsidiary of Berkshire. This merger agreement lays out a multifaceted transaction that involves various stakeholders and significant strategic decisions.

The transaction begins with Commerce Acquisition Sub merging into Brookline, making Brookline the surviving entity, followed by Brookline merging into Berkshire, with Berkshire emerging as the ultimate surviving entity. The merger will encompass other facets like the merger of subsidiary banks, culminating in the formation of a powerful financial institution. The terms of the Merger Agreement outline that each share of Brookline Common Stock will convert into 0.42 shares of Berkshire Common Stock.

Moreover, the filing also detailed the treatment of equity awards for employees of both companies. It stated that all outstanding restricted stock awards will vest and convert into shares of the surviving entity’s stock post-merger, subject to certain conditions and performance metrics. Additionally, Berkshire will assume the indebtedness obligations of Brookline, adding a layer of financial complexity to the deal.

In terms of governance, the merger saw a reshuffling of boards of directors and key executive positions. Following the closing of the merger, David M. Brunelle is set to serve as the Chairperson of the boards of Berkshire and Brookline Bank, while Paul A. Perrault will act as the President and CEO of Berkshire, among other leadership changes.

The Merger Agreement stipulates customary conditions to be met for the completion of the merger, including obtaining necessary regulatory approvals and shareholder votes. The termination rights and termination fee mentioned in the agreement underpin the complexities involved in such a significant transaction.

The filing did not stop at the Merger Agreement but also touched on the departure of directors and certain officers, along with a Regulation FD disclosure and other events pertinent to the merger. Additionally, it furnished an investor presentation with comprehensive information about the Proposed Transaction and attached a joint press release issued by Berkshire and Brookline.

Acknowledging the forward-looking nature of such announcements, the filing reminded investors about the inherent uncertainties and risks involved in such endeavors. It cautioned against relying solely on the provided information as circumstances may change post-merger.

The merger is projected to enhance the value proposition for shareholders, strengthen operational capabilities, and streamline the regional banking landscape. Both companies expressed optimism about the synergy and shared values that will drive the joint entity forward. However, the completion of the merger remains contingent on fulfilling various regulatory, approval, and closing conditions.

For readers interested in greater detail, the filing referenced the full text of the Merger Agreement attached as Exhibit 2.1. This filing serves as a comprehensive insight into the strategic maneuvers and financial intricacies encapsulated in the merger between Brookline Bancorp and Berkshire Hills Bancorp.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Brookline Bancorp’s 8K filing here.

About Brookline Bancorp

Brookline Bancorp, Inc operates as a bank holding company for the Brookline Bank that provide commercial, business, and retail banking services to corporate, municipal, and retail customers in the United States. Its deposit products include demand checking, NOW, money market, and savings accounts. The company’s loan portfolio primarily comprises first mortgage loans secured by commercial, multi-family, and residential real estate properties; loans to business entities comprising commercial lines of credit; loans to condominium associations; loans and leases used to finance equipment for small businesses; financing for construction and development projects; and home equity and other consumer loans.