Current Report Filing (8-k)
June 29 2022 - 4:02PM
Edgar (US Regulatory)
0001108134
false
0001108134
2022-06-28
2022-06-28
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): June 28, 2022
BERKSHIRE
HILLS BANCORP, INC.
(Exact Name of Registrant
as Specified in its Charter)
Delaware |
|
001-15781 |
|
04-3510455 |
(State or Other Jurisdiction)
of Incorporation) |
|
(Commission File No.) |
|
(I.R.S. Employer
Identification No.) |
60
State Street, Boston,
Massachusetts |
|
02109 |
(Address of Principal Executive
Offices) |
|
(Zip Code) |
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):
¨ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of
each class |
|
Trading
symbol(s) |
|
Name of
each exchange on which registered |
Common
stock, par value
$0.01 per share |
|
BHLB |
|
New
York Stock Exchange |
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. ¨
| Item 1.01 | Entry into a Material Definitive Agreement |
On
June 28, 2022, Berkshire Hills Bancorp, Inc. (the “Company”) and Berkshire Bank, the wholly-owned subsidiary of the Company,
entered into an underwriting agreement (the “Underwriting Agreement”) with Keefe, Bruyette & Woods, Inc. and PNC
Capital Markets LLC as representatives of the underwriters named therein (the “Underwriters”). Pursuant to the terms of the
Underwriting Agreement, the Company agreed to sell, and the Underwriters agreed to purchase, subject to and on the conditions set forth
therein, $100,000,000 aggregate principal amount of the Company’s 5.50% Fixed-to-Floating Rate Subordinated Notes due
2032 (the “Notes”) in a registered public offering pursuant to an effective shelf registration statement on Form S-3 (Registration
File No. 333-237301). The description of the Underwriting Agreement contained herein is qualified in its entirety by reference
to the Underwriting Agreement, a copy of which is included as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
On June 28, 2022, the Company
issued a news release announcing the pricing of its offering of the Notes. A copy of the news release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
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.
|
|
BERKSHIRE HILLS BANCORP, INC. |
|
|
|
|
|
|
DATE: June 29, 2022 |
By: |
/s/Subhadeep Basu |
|
|
Subhadeep Basu |
|
|
Senior Executive Vice President and Chief Financial Officer |
Berkshire Hills Bancorp (NYSE:BHLB)
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