BROOKLINE BANCORP,INC. (NASDAQ:BRKL) Files An 8-K Entry into a Material Definitive Agreement

BROOKLINE BANCORP,INC. (NASDAQ:BRKL) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01

Entry into a Material Definitive

On, April27, 2017, Brookline Bancorp,Inc. (the Company), entered
into an underwriting agreement (the Underwriting Agreement) with
Piper Jaffray Co., as representative of the underwriters named
therein, to offer and sell 5,175,000 shares (the Shares) of the
Companys common stock, $0.01 par value per share (the Common
Stock) at a public offering price of $14.50 per share in an
underwritten public offering (the Offering). After deducting the
underwriting discounts and commissions on the sale of shares by
the Company, but before deducting offering-related expenses, the
net proceeds of the Offering for the Company are expected to be
approximately $72 million. In conjunction with the Offering, the
Company has granted the underwriters a 30-day option to purchase
up to an additional 776,250 shares of its Common Stock.

The Underwriting Agreement contains customary representations,
warranties, obligations, closing conditions, and termination
provisions. These provisions: (i)were made only for the purposes
of the Underwriting Agreement and as of specific dates; (ii)were
solely for the benefit of the parties to the Underwriting
Agreement; and (iii)are not representations of factual
information to investors about the Company or its subsidiaries.
The foregoing description of the Underwriting Agreement is
qualified in its entirety by reference to the full text of the
Underwriting Agreement, a copy of which is attached as Exhibit
1.1 to this Current Report on Form 8-K and is incorporated herein
by reference.

Goodwin Procter LLP, counsel to the Company, delivered an opinion
as to the validity of the Shares, a copy of which is attached
hereto as Exhibit5.1 and is incorporated by reference herein.

Item 8.01

Other Events.

On April27, 2017, the Company issued a press release announcing
the pricing of the previously disclosed underwritten public
offering of its common stock. A copy of the press release issued
by the Company announcing the pricing of the offering is attached
to this report as Exhibit99.1 and incorporated herein by

Item 9.01

Financial Statements and Exhibits


Underwriting Agreement, dated April27, 2017, by and between
Brookline Bancorp,Inc. and Piper Jaffray Co.


Opinion of Goodwin Procter LLP regarding the legality of
the Common Stock.


Consent of Goodwin Procter LLP (included in Exhibit5.1
filed herewith).


Press release of Brookline Bancorp,Inc. issued April27,


Brookline Bancorp, Inc. operates as a multi-bank holding company for Brookline Bank and its subsidiaries; Bank Rhode Island (BankRI) and its subsidiaries; First Ipswich Bank (First Ipswich) and its subsidiaries, and Brookline Securities Corp. As a commercially focused financial institution with 50 full-service banking offices throughout greater Boston, the north shore of Massachusetts and Rhode Island, the Company, through Brookline Bank, BankRI and First Ipswich (individually and collectively the Banks), offered a range of commercial, business and retail banking services, including cash management products, online banking services, consumer and residential loans and investment services throughout central New England, as of December 31, 2016. The Company also provides specialty equipment financing through its subsidiaries, Eastern Funding LLC and Macrolease Corporation.

BROOKLINE BANCORP, INC. (NASDAQ:BRKL) Recent Trading Information

BROOKLINE BANCORP, INC. (NASDAQ:BRKL) closed its last trading session down -1.25 at 14.70 with 441,306 shares trading hands.

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