BOSTON, June 28,
2022 /PRNewswire/ -- Berkshire Hills Bancorp, Inc.
(NYSE: BHLB) ("Berkshire" or the
"Company") announced today the pricing of its offering of
$100.0 million of its 5.50%
fixed-to-floating rate subordinated notes due 2032 (the "Notes").
The Notes will initially bear interest at 5.50% per annum, with
interest payable semiannually in arrears, commencing on the issue
date, to, but excluding, July 1,
2027. Commencing July 1, 2027,
the interest rate on the Notes will reset quarterly to a floating
rate per annum equal to a benchmark rate that is expected to be the
Three-Month Term SOFR (which is defined in the Notes) plus 249
basis points, with interest payable quarterly in arrears. The
Company may redeem the Notes, in whole or in part, on and after
July 1, 2027, at a price equal to
100% of the principal amount of the Notes being redeemed plus
accrued and unpaid interest. The Notes will mature on July 1, 2032 if they are not earlier
redeemed.
The Company expects to close the transaction, subject to
customary conditions, on or about June 30,
2022. The Company intends to use an amount equal to the net
proceeds of this offering to finance or refinance new or existing
assets consistent with its Sustainable Financing Framework, as may
be modified from time to time. Pending allocation to such assets,
the net proceeds may be used for general corporate purposes,
including supporting strategic and organic growth and the repayment
of other outstanding indebtedness that has no association with
carbon-intensive activities.
Keefe, Bruyette & Woods, A Stifel Company, and PNC
FIG Advisory, part of PNC Capital Markets LLC, are acting as joint
book-running managers for the offering.
This press release is neither an offer to sell nor a
solicitation of an offer to purchase any securities of the Company.
There will be no sale of securities in any jurisdiction in which
such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. Any offer to sell or solicitation of an offer to
purchase securities of the Company will be made only pursuant to a
prospectus supplement and prospectus filed with the U.S. Securities
and Exchange Commission (the "SEC"). The Company has filed a
registration statement (including a prospectus) (File No.
333-237301) and a preliminary prospectus supplement with the SEC
for the offering to which this press release relates. Before making
an investment decision, you should read the prospectus and
preliminary prospectus supplement and other documents that the
Company has filed with the SEC for additional information about the
Company and the offering.
You may obtain these documents for free by visiting the SEC's
website at www.sec.gov. Alternatively, you may request copies of
the prospectus and preliminary prospectus supplement by contacting
Keefe, Bruyette & Woods, A Stifel Company, at
1-800-966-1559 or USCapitalMarkets@kbw.com or PNC Capital Markets
LLC at 1-855-881-0697 or PNCFIGAdvisoryCapitalMarkets@pnc.com.
About Berkshire Hills
Bancorp
Berkshire Hills Bancorp is the parent of Berkshire
Bank. Berkshire Bank's goal is to be a high-performing,
leading socially responsible community bank in New England, Upstate
New York and beyond. Berkshire Bank provides business and consumer
banking, mortgage, wealth management, and investment services.
Headquartered in Boston,
Berkshire has approximately
$12.1 billion in assets and operates
105 branch offices in New England and New
York, and is a member of the Bloomberg Gender-Equality
Index.
Forward-Looking
Statements
This news release contains "forward-looking statements" within
the meaning of the federal securities laws. Words such as "may,"
"will," "should," "could," "would," "outlook," "plan," "potential,"
"estimate," "project," "believe," "intend," "anticipate," "expect,"
"target" and variations of such similar expressions are intended to
identify such forward-looking statements. Examples of
forward-looking statements include, but are not limited to,
possible or assumed estimates with respect to the financial
condition of the Company, our expected or anticipated revenue, and
our results of operations and our business, including earnings
growth; revenue growth in retail banking, lending and other areas;
loan origination volumes; current and future capital management
programs; non-interest income levels; tangible capital generation;
market share; expense levels; stock repurchases; and other business
operations and strategies, as well as statements regarding the
impact of the ongoing COVID-19 pandemic, and any current or future
variants thereof; inflation and interest rates; economic activity;
geopolitical conflicts; and market conditions.
All forward-looking statements are subject to risks,
uncertainties and other factors, many of which are beyond our
control, that may cause the actual results, performance or
achievements of the Company to differ materially from any results
expressed or implied by such forward-looking statements. Such
factors include, among others: there may be increases in
competitive pressure among financial institutions or from
non-financial institutions; the net interest margin is subject to
material short-term fluctuation based upon market rates; changes in
deposit flows, loan demand or real estate values may affect the
business of Berkshire Bank; changes in accounting principles,
policies or guidelines may cause the Company's financial condition
to be perceived differently; changes in corporate and/or individual
income tax laws may adversely affect the Company's business or
financial condition or results of operations; general economic
conditions, either nationally or locally in some or all areas in
which the Company conducts business, or conditions in the
securities markets or the banking industry, may be different than
the Company currently anticipates; legislative, regulatory or
policy changes may adversely affect the Company's business or
results of operations; technological changes may be more difficult
or expensive than the Company anticipates; success or consummation
of new business initiatives or the integration of any acquired
entities may be more difficult or expensive than the Company
anticipates; and litigation or other matters before regulatory
agencies, whether currently existing or commencing in the future,
may delay the occurrence or non-occurrence of events longer than
the Company anticipates.
Further, the ongoing COVID-19 pandemic (including any current or
future variants of the COVID-19 virus) and the related local and
national economic disruption may continue to result in a decline in
demand for our products and services; increased levels of loan
delinquencies, problem assets and foreclosures; an increase in our
allowance for loan losses; a decline in the value of loan
collateral, including real estate; a greater decline in the yield
on our interest-earning assets than the decline in the cost of our
interest-bearing liabilities; and increased cybersecurity risks, as
employees continue to work remotely. Additionally, financial
markets or Company operations may be adversely affected by the
current or anticipated impact of military conflict, including the
conflict between Russia and
Ukraine, terrorism or other
geopolitical events.
These and other factors that may affect forward-looking
statements are more fully described under "Forward-Looking
Statements" in Item 1 and "Risk Factors" in Item 1A of our
most recent Annual Report on Form 10-K for the fiscal year ended
December 31, 2021, filed with the SEC on March 1, 2022,
and other factors discussed in our subsequent filings with the
SEC.
All forward-looking statements attributable to the Company are
expressly qualified in their entirety by these cautionary
statements. Forward-looking statements speak only as of the date on
which such statements are made. There is no assurance that future
results, levels of activity, performance or goals will be achieved.
Except as required by law, we disclaim any obligation to update
these forward-looking statements, whether as a result of new
information, future events or otherwise. Accordingly, you should
not place undue reliance on the forward-looking statements
contained in this press release.
CONTACTS
Investor Relations Contacts:
Kevin Conn, SVP, Investor Relations &
Corporate Development
Email: KAConn@berkshirebank.com
Tel: (617) 641-9206
David Gonci, Capital Markets
Director
Email: dgonci@berkshirebank.com
Tel: (413) 281-1973
Media Contact:
Gary
Levante, SVP, Corporate Responsibility &
Communications
Email: glevante@berkshirebank.com
Tel: (413) 447-1737
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SOURCE Berkshire Hills Bancorp, Inc.