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): February 22, 2018
BROOKLINE BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-23695 | 04-3402944 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 131 Clarendon Street, Boston, MA 02116 |
| (Address of Principal Executive Offices) (Zip Code) |
(617) 425-4600
(Registrant's telephone number, including area code)
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: | ||
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 8.01. Other Events.
On February 22, 2018, Brookline Bancorp, Inc. (the “Company”) issued a press release announcing that it has received the requisite regulatory approvals and waivers from the Board of Governors of the Federal Reserve System and the Massachusetts Division of Banks necessary to complete the merger of First Commons Bank, N.A. (“First Commons Bank”) with and into Brookline Bank. At a special meeting held on January 17, 2018, the shareholders of First Commons Bank approved the transaction. The parties’ anticipate closing the transaction on March 1, 2018, subject to customary closing conditions. Until the closing date, First Commons Bank will continue serving customers and daily operations will continue as usual. A copy of that press release is filed herewith as Exhibit 99.1 and is hereby incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
99.1 Press release of Brookline Bancorp, Inc., issued February 22, 2018
SIGNATURE
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.
| BROOKLINE BANCORP, INC. | ||
| Date: February 22, 2018 | By: | /s/ Carl M. Carlson |
| Carl M. Carlson | ||
| Chief Financial Officer | ||
EXHIBIT INDEX
The following exhibits are furnished as part of this report:
| Exhibit No. | Description | |
| 99.1 | Press release of Brookline Bancorp, Inc., issued February 22, 2018 |
EXHIBIT 99.1
Brookline Bancorp, Inc. Announces Receipt of Regulatory Approvals for the Acquisition of First Commons Bank, N.A.
BOSTON, Feb. 22, 2018 (GLOBE NEWSWIRE) -- Brookline Bancorp, Inc. (the “Company”) (NASDAQ:BRKL), the bank holding company for Brookline Bank, Bank Rhode Island and First Ipswich Bank, today announced that it has received the requisite regulatory approvals and waivers from the Board of Governors of the Federal Reserve System and the Massachusetts Division of Banks to complete the acquisition of First Commons Bank, N.A. (“First Commons Bank”) and the related merger of First Commons Bank with and into Brookline Bank.
At a special meeting held on January 17, 2018, the shareholders of First Commons Bank approved the transaction. The parties anticipate closing the transaction on March 1, 2018, subject to customary closing conditions. Until the closing date, First Commons Bank will continue serving customers and daily operations will continue as usual.
About Brookline Bancorp, Inc.
Brookline Bancorp, Inc., a bank holding company with approximately $6.8 billion in assets and branch locations in eastern Massachusetts and Rhode Island, is headquartered in Boston, Massachusetts and operates as the holding company for Brookline Bank, Bank Rhode Island and First Ipswich Bank. The Company provides commercial and retail banking services and cash management and investment services to customers throughout Central New England. More information about Brookline Bancorp, Inc. and its banks can be found at the following websites: www.brooklinebank.com, www.bankri.com, and www.firstipswich.com.
Special Note Concerning Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include statements regarding the anticipated closing date of the transaction, estimated cost savings, tangible book value dilution and expected earn-back, pre-tax non-interest expenses, and the amount of accretion of the transaction to the Company’s earnings, and reflect the current views of the Company’s management with respect to, among other things, future events and the Company’s financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “project,” “forecast,” “goal,” “target,” “would” and “outlook,” or the negative variations of those words or other comparable words of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about the Company’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond Brookline’s control. Accordingly, the Company cautions you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. The following factors, among others listed in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, could cause the actual results of the Company’s operations to differ materially from expectations: the risk that a condition to closing of the proposed acquisition may not be satisfied; the parties’ ability to achieve the synergies and value creation contemplated by the proposed acquisition; the parties’ ability to successfully integrate operations in the proposed acquisition; the effect of the announcement of the proposed acquisition on the ability of First Commons Bank to maintain relationships with its key partners, customers and employees, and on its operating results and business generally; competition; changes in economic conditions, interest rates and financial markets; and changes in legislation or regulatory requirements. The foregoing list of factors is not exhaustive. If one or more events related to these or other risks or uncertainties materialize, or if the Company’s underlying assumptions prove to be incorrect, actual results may differ materially from what the Company anticipates. Accordingly, you should not place undue reliance on any such forward looking statements. Any forward-looking statement speaks only as of the date on which it is made, and the Company does not undertake any obligation to publicly update or review any forward looking statement, whether as a result of new information, future developments or otherwise. New risks and uncertainties arise from time to time, and it is not possible for the Company to predict those events or how they may affect it. In addition, the Company cannot assess the impact of each factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that the Company or persons acting on the Company’s behalf may issue. Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results.
Carl M. Carlson
Chief Financial Officer
617-425-5331
ccarlson@brkl.com