BERKSHIRE HILLS BANCORP, INC. (NYSE:BHLB) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01
On October 13, 2017, Berkshire Hills Bancorp, Inc. (the “Company” or “Berkshire Hills”), the holding company of Berkshire Bank, completed its previously announced acquisition of Commerce Bancshares Corp. (“Commerce”), the holding company of Commerce Bank & Trust Company, and its subsidiaries. to the Agreement and Plan of Merger by and between the Company and Commerce, dated as of May 22, 2017 (the “Merger Agreement”), Commerce merged with and into Berkshire Hills, with Berkshire Hills as the surviving entity (the “Merger”). Immediately following the Merger, Commerce Bank & Trust Company merged with and into Berkshire Bank, with Berkshire Bank as the surviving entity.
to the terms of the Merger Agreement, each share of Commerce common stock outstanding as of the closing was converted into the right to receive 0.93 shares of the Company’s common stock, par value $0.01, except that no Commerce shareholder is permitted to own, either individually or aggregated with such shareholder’s “acting in concert” group to 12 C.F.R. § 225.41 of Regulation Y, more than 9.9% of the outstanding Company common stock as of the closing of the Merger. Accordingly, any Commerce shareholder that would have otherwise received shares of Company common stock in excess of such 9.9% limit instead received 0.465 shares of the Company’s Series B Non-Voting Preferred Stock, par value $0.01 (the “Preferred Stock”) for each share of Commerce common stock that was not convertible into Company common stock. In addition, cash was paid in lieu of fractional shares.
As of the closing date, there were 6,328,300 outstanding shares of Commerce common stock. 4,842,074 shares of Company common stock were issued for exchange, subject to adjustment for fractional shares. Additionally, 521,607 shares of Company Preferred Stock were issued for exchange. to the terms of the Merger Agreement, cash was paid in lieu of fractional shares at a rate of $38.86 per whole share of Company common stock. Berkshire Hills retained its stock transfer agent, Broadridge Corporate Issuer Solutions, Inc., to serve as the Exchange Agent in the Merger.
The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 22, 2017, and incorporated herein by reference.
|Item 3.03||Material Modification to Rights of Security Holders|
On October 12, 2017, the Company filed a Certificate of Designations (the “Certificate of Designations”) with Delaware, establishing the rights, preferences, privileges, qualifications, restrictions and limitations of the Company’s Series B Non-Voting Preferred Stock.
The Preferred Stock ranks on parity with the Company’s common stock with respect to the declaration and payment of dividends and distributions upon the liquidation, dissolution or winding up of the Company, except that no dividend may be declared or paid on the Company’s common stock unless a dividend equal to 200% of the amount declared or paid per share on the Company’s common stock is concurrently declared and paid on the shares of Preferred Stock. The Preferred Stock ranks subordinate and junior to all indebtedness of the Company and to all other series of preferred stock of the Company, other than any series of preferred stock the terms of which provide that such series is subordinate or junior to the Preferred Stock.
The foregoing description is qualified in its entirety by reference to the Certificate of Designations, which is included as Exhibit 3.1 and incorporated herein by reference.
|Item 5.03||Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year|
In connection with the issuance of the Preferred Stock, the Company filed the Certificate of Designations with Delaware amending the Company’s Certificate of Incorporation, on October 12, 2017, which became effective upon filing. The Certificate of Designations creates Preferred Stock out of the authorized and unissued shares of preferred stock of the Company, and establishes the terms of the Preferred Stock, fixes the authorized number of such shares at 525,000 and provides for certain other powers, rights and preferences. The foregoing description is qualified in its entirety by reference to the Certificate of Designations, which is included as Exhibit 3.1 and incorporated herein by reference.
On October 16, 2017, the Company issued a news release announcing the completion of the Merger. A copy of the news release is incorporated herein by reference as Exhibit99.1.
|Item 9.01||Financial Statements and Exhibits|
|(a)||Financial statements of businesses acquired.|
Financial statements of the business acquired will be filed by amendment to this Current Report on Form8-K no later than 71 calendar days following the date that this Report is required to be filed.
|(b)||Pro forma financial information.|
Pro forma financial information will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days following the date that this Report is required to be filed.
|(c)||Shell company transactions.|
BERKSHIRE HILLS BANCORP INC ExhibitEX-3.1 2 v477033_ex3-1.htm CERTIFICATE OF DESIGNATIONS OF THE SERIES B NON-VOTING PREFERRED STOCK EXHIBIT 3.1 CERTIFICATE OF DESIGNATIONS OF SERIES B NON-VOTING PREFERRED STOCK OF BERKSHIRE HILLS BANCORP,…To view the full exhibit click
About BERKSHIRE HILLS BANCORP, INC. (NYSE:BHLB)
Berkshire Hills Bancorp, Inc. (Berkshire) is a holding company for Berkshire Bank (the Bank) and Berkshire Insurance Group. Berkshire offers a range of deposit, lending, insurance and wealth management products to retail, commercial, not-for-profit and municipal customers in its market areas. Berkshire product offerings also include retail and commercial electronic banking, commercial cash management and commercial interest rate swaps. The Bank’s loan portfolio consists of commercial loans, which include residential mortgages, commercial real estate, commercial and industrial loans, and consumer loans. The Bank’s securities available for sale include municipal bonds and obligations, mortgage-backed securities, other bonds and obligations, and marketable equity securities. As of December 5, 2016, the Bank had 99 full service branch offices in Massachusetts, New York, Connecticut, Vermont, New Jersey and Pennsylvania.