Form 8-K BERKSHIRE HILLS BANCORP For: Apr 17

 

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): April 17, 2015

 

BERKSHIRE HILLS BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Registrant’s telephone number, including area code:  (413) 443-5601

 

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):

 

o                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

On April 17, 2015, Berkshire Hills Bancorp, Inc. (the “Company” or “Berkshire Hills”), the holding company of Berkshire Bank, completed its merger with Hampden Bancorp, Inc. (“Hampden”), the holding company of Hampden Bank.  The merger was consummated pursuant to the Agreement and Plan of Merger by and between Berkshire Hills Bancorp, Inc. and Hampden Bancorp, Inc., dated November 3, 2014 (the “Merger Agreement”), by way of a merger of Hampden with and into Berkshire Hills, with Berkshire Hills being the surviving corporation in the merger (the “Merger”).  In connection with the Merger, Hampden Bank was merged with and into Berkshire Bank, with Berkshire Bank as the surviving institution.

 

The preceding paragraph is qualified in its entirety by reference to the Merger Agreement, incorporated by reference to Exhibit 2.1 to this Form 8-K.

 

Pursuant to the Merger Agreement, stockholders of Hampden as of the close of business on April 17, 2015 will receive merger consideration of 0.81 shares of Berkshire Hills common stock for each share of Hampden common stock owned.

 

A press release detailing the above was issued by Berkshire Hills, and is filed as Exhibit 99.1 hereto and incorporated herein by reference.

 

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Item 9.01.                                        Financial Statements and Exhibits.

 

(a)                                 Not Applicable.

 

(b)                                 Not Applicable.

 

(c)                                  Not Applicable.

 

(d)                                 Exhibits

 

	Exhibit Number		Description
	Exhibit 2.1		Agreement and Plan of Merger by and between Berkshire Hills Bancorp, Inc. and Hampden Bancorp, Inc., dated November 3, 2014 (incorporated by reference to Exhibit 2.1 to Berkshire Hills’ Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 4, 2014 (Commission File No. 001-15781))
	Exhibit 99.1		Press Release dated April 17, 2015

 

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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: April 17, 2015	By:	/s/ Michael P. Daly
		Michael P. Daly
		President and Chief Executive Officer

 

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Exhibit 99.1

 

 

Berkshire Hills Completes Hampden Bancorp Acquisition

 

PITTSFIELD, MA — April 17, 2015 — Berkshire Hills Bancorp, Inc. (NYSE: BHLB) has completed the acquisition of Hampden Bancorp, Inc., and the merger of Hampden Bank into Berkshire Bank, effective today.

 

“We are pleased to welcome the customers, employees, and shareholders of Hampden to America’s Most Exciting Bank,” stated Berkshire President and CEO, Michael P. Daly.  “This combination creates a strong platform for serving the Springfield area and we are excited about the opportunities for our expanded presence in this market.  We have been working closely with the Hampden team to prepare for this merger and look forward to completing the systems conversion in June.”

 

Shareholders of Hampden Bancorp as of the close of business on April 17, 2015 will receive 0.81 shares of Berkshire common stock for each share of Hampden stock.  Based on Berkshire’s $27.38 closing stock price as of April 17, 2015, the value of the merger to Hampden shareholders is $22.18 per Hampden share.  Berkshire pays a quarterly shareholder dividend, which was increased to $0.19 per share in the first quarter of 2015.

 

Berkshire now has over $7 billion in assets and 98 branches serving New England and Central New York, including 18 offices in the Springfield area.  As a result of the merger, Berkshire’s outstanding common stock has increased to approximately 29.5 million shares, resulting in a market capitalization exceeding $800 million.  Both the Berkshire Bank Foundation and The Hampden Bank Foundation will continue to provide charitable contributions to communities served by Berkshire.

 

BACKGROUND

 

Berkshire Hills Bancorp is the parent of Berkshire Bank — America’s Most Exciting Bank®. The Company has over $7 billion in assets and 98 full-service branch offices in Massachusetts, New York, Connecticut, and Vermont providing personal and business banking, insurance, and wealth management services.

 

FORWARD LOOKING STATEMENTS

 

This document contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.  There are several factors that could cause actual results to differ significantly from expectations described in the forward-looking statements. For a discussion of such factors, please see Berkshire’s most recent reports on Forms 10-K and 10-Q filed with the

 

 

Securities and Exchange Commission and available on the SEC’s website at www.sec.gov.  Berkshire does not undertake any obligation to update forward-looking statements.

 

CONTACTS

 

Investor Relations Contact

Allison O’Rourke; Senior Vice President, Investor Relations Officer; 413-236-3149

 

Media Contact

Ray Smith; Assistant Vice President, Marketing; 413-236-3756