BERKSHIRE HILLS BANCORP, INC. (NYSE:BHLB) Files An 8-K Entry into a Material Definitive Agreement

BERKSHIRE HILLS BANCORP, INC. (NYSE:BHLB) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01

Entry into a Material Definitive
Agreement

On May 22, 2017, Berkshire Hills Bancorp, Inc. (the Company)
entered into an Underwriting Agreement (the Agreement) with
Sandler ONeill Partners, L.P., on behalf of the several
underwriters named therein, to which the Company agreed to issue
and sell 4,637,690 shares of the its common stock, par value
$0.01 per share (the Common Stock), at a public offering price of
$34.50 per share, in an underwritten public offering (the
Offering).

The Agreement contains customary representations, warranties and
covenants that are valid as between the parties and as of the
date of entering into such Agreement, and are not factual
information to investors about the Company.

In connection with the Offering, the Company and each of the
Companys directors and executive officers have entered into
90-day lock-up agreements with respect to the sale of shares of
common stock, subject to customary exceptions, the form of which
agreement is attached to the Agreement.

The foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the
Agreement, a copy of which is attached to this Current Report on
Form 8-K as Exhibit 1.1 and incorporated herein by reference.

The sale of the Common Stock in the Offering is being made to the
Companys Registration Statement on Form S-3 (File No.
333-207429), including a prospectus supplement dated May 22, 2017
to the prospectus contained in the Registration Statement.
Exhibits 5.1 and 23.1 to this Current Report on Form 8-K, the
legal opinion and consent, respectively, of Luse Gorman, PC, are
filed herewith in connection with the Companys Registration
Statement and are incorporated therein.

Item 8.01 Other Events

On May 25, 2017, the Company completed the sale of 4,637,690
shares of its Common Stock. The Offering was made through a
prospectus supplement and related prospectus filed with the
Securities and Exchange Commission to the Companys shelf
registration statement on Form S-3 (File No. 333-207429).

On May 25, 2017, the Company issued a press release announcing
that it has completed its previously announced public offering of
common stock.The Company sold 4,637,690 shares of common stock at
a price of $34.50 per share. The offering resulted in gross
proceeds of approximately $160.0 million and net proceeds, after
deducting the underwriting discount and estimated offering
expenses payable by the Company, of approximately $152.9 million.
A copy of the Companys press release dated May 25, 2017 is
attached hereto as Exhibit 99.1 and incorporated herein by
reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

ExhibitNo. Description
1.1 Underwriting Agreement dated as of May 22, 2017, by and
between Berkshire Hills Bancorp, Inc. and Sandler ONeill
Partners, L.P. for itself and as representative of the
underwriters named therein.
5.1 Opinion of Luse Gorman, PC, regarding the validity of the
securities to be issued.
23.1 Consent of Luse Gorman, PC (included in Exhibit 5.1).
99.1 Press Release dated May 25, 2017.


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.

BERKSHIRE HILLS BANCORP, INC. (NYSE:BHLB) Recent Trading Information

BERKSHIRE HILLS BANCORP, INC. (NYSE:BHLB) closed its last trading session up +0.20 at 37.05 with 184,362 shares trading hands.

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