BERKSHIRE HILLS BANCORP, INC. (NYSE:BHLB) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.
Hills), the holding company of Berkshire Bank, announced the
completion of the acquisition of First Choice Bank,
Lawrenceville, New Jersey, through the merger of First Choice
Bank with and into Berkshire Bank, effective after the close of
business on December 2, 2016. to an Agreement and Plan of Merger
by and among Berkshire Hills, Berkshire Bank and First Choice
Bank, dated June 24, 2016 (the Merger Agreement), First Choice
Bank merged with and into Berkshire Bank, with Berkshire Bank as
the surviving entity. At closing, First Choice Loan Services,
Inc., a subsidiary of First Choice Bank, became a wholly-owned
subsidiary of Berkshire Bank. First Choice Bank common
stockholders approved the merger on November 22, 2016, with 81.6%
of the outstanding First Choice Bank shares of common stock
voting in favor of the merger.
of First Choice Bank common stock was converted into the right to
receive 0.5773 shares of Berkshire Hills common stock. As of the
closing date, there were 3,369,045 outstanding shares of First
Choice Bank common stock.
its preferred stockholders, who voted to approve that the merger
of First Choice Bank with and into Berkshire Bank not be deemed a
liquidation event, as defined in First Choice Banks certificate
of incorporation and the applicable certificates of designation
for the series of convertible preferred stock. Accordingly, each
outstanding share of First Choice Bank preferred stock was
converted into the right to receive such number of Berkshire
Hills common stock equal to the number of shares of First Choice
Bank common stock issuable upon the conversion of the First
Choice Bank preferred stock multiplied by 0.5773. As of the
closing date, 51,000 shares of First Choice Bank preferred stock
were outstanding in the following series:
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7,500 shares of Series A Preferred Stock, with each share
convertible into 57.73 shares of Berkshire Hills common stock (and cash in lieu of fractional shares); |
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15,000 shares of Series B Preferred Stock, with each
share convertible into 57.73 shares of Berkshire Hills common stock (and cash in lieu of fractional shares); |
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6,000 shares of Series C Preferred Stock, with each share
convertible into 50.0694 shares of Berkshire Hills common stock (and cash in lieu of fractional shares); |
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10,000 shares of Series D Preferred Stock, with each
share convertible into 41.2357 shares of Berkshire Hills common stock (and cash in lieu of fractional shares); and |
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12,500 shares of Series E Preferred Stock, with each
share convertible into 36.3082 shares of Berkshire Hills common stock (and cash in lieu of fractional shares). |
totaled 7,639,876 shares and resulted in a total of 4,410,500
shares of Berkshire Hills common stock issued for exchange,
subject to adjustment for fractional shares. Cash for any
fractional shares of Berkshire Hills common stock will be based
on $34.03 for each whole share, based on the average closing
price of Berkshire Hills common stock for the five trading days
immediately preceding the merger date.
Corporate Issuer Solutions, to perform the services set forth for
the Exchange Agent in the Merger Agreement.
purchase First Choice Bank common stock, whether or not vested,
have been terminated with a payment by First Choice Bank to the
holder of the option or warrant, as applicable, of an amount of
cash equal to (x) the excess, if any, of $16.00 over the
applicable per share price of the option or warrant, as
applicable, multiplied by (y) the number of shares of First
Choice Bank common stock that the holder could have purchased
with the option or warrant, as applicable, if the holder had
exercised the option or warrant, as applicable, immediately prior
to the date of the merger. A total cash payment of approximately
$0.7 million was tendered by First Choice for the outstanding
options and warrants.
of First Choice Bank common stock will receive a special dividend
of $0.37 per share of FCB common stock, based on the criteria set
forth in the Merger Agreement and the condition and performance
of First Choice Bank through November 30, 2016.
reference to the Merger Agreement, incorporated by reference to
Exhibit 2.1 to this Form 8-K. A news release about the completion
of the merger was issued by Berkshire and is filed as Exhibit
99.1 hereto and incorporated herein by reference.
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(a)
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Not Applicable.
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(b)
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Not Applicable.
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(c)
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Not Applicable.
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(d)
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Exhibits
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Exhibit 2.1
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Agreement and Plan of Merger by and among Berkshire Hills
Bancorp, Inc., Berkshire Bank and First Choice Bank, dated as of June 24, 2016 (incorporated by reference to Exhibit 2.1 to the Berkshire Hills Bancorp, Inc. Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 27, 2016 (Commission File No. 001-15781)) |
About BERKSHIRE HILLS BANCORP, INC. (NYSE:BHLB)
Berkshire Hills Bancorp, Inc. (Berkshire) is the 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. Its product offerings also include retail and commercial electronic banking, commercial cash management and commercial interest rate swaps. The Bank has over 90 full-service banking offices in its New England and upstate New York footprint. The Bank serves regions, including Western New England, with over 20 banking offices; New York, with over 40 banking offices serving the Albany Capital District and Central New York; Hartford/Springfield, with over 25 banking offices serving the market along the Connecticut River in this region, which is in New England, and Eastern Massachusetts, with lending offices and over two branch offices located in towns west and north of Boston. BERKSHIRE HILLS BANCORP, INC. (NYSE:BHLB) Recent Trading Information
BERKSHIRE HILLS BANCORP, INC. (NYSE:BHLB) closed its last trading session up +0.60 at 34.85 with 138,732 shares trading hands.
