8-K

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): July 13, 2022

BERKSHIRE HILLS BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-15781	04-3510455
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

60 State Street, Boston, Massachusetts	02109
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (800) 773-5601, ext. 133773

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):

☐
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	BHLB	New York Stock Exchange

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 July 13, 2022, Berkshire Hills Bancorp, Inc. (the “Company”), the holding company for Berkshire Bank (the “Bank”), announced that Moody’s Investors Service (“Moody’s”) assigned first time ratings to the Company and the Bank. Moody’s assigned the Bank a Long-Term Deposit Rating of “A3”. In addition, Moody’s assigned the Bank and the Company an investment grade Long-Term Issuer Rating of “Baa3”. Moody’s rating outlook is “Positive” for both the Company and the Bank. The Company’s news release is included as Exhibit 99.1 and shall not be deemed “filed” for any purpose.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired.  Not applicable.

(b) Pro Forma Financial Information.  Not applicable.

(c) (d)
Shell Company Transactions.  Not applicable. Exhibits.

Exhibit No. Description

99.1 News Release dated July 13, 2022

104.1 The cover page for the Current Report on Form 8-K, formatted in inline XBRL

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: July 13, 2022	By:	/s/ Wm. Gordon Prescott
		Wm. Gordon Prescott
		Executive Vice President and General Counsel

EX-99.1

EXHIBIT 99.1

Moody’s Assigns First-Time “A3” Deposit Rating to Berkshire Bank

Assigns Positive Rating Outlook

BOSTON, July 13, 2022 -- Berkshire Hills Bancorp, Inc. (“Berkshire Hills” or the “Company”) (NYSE: BHLB), the parent company of Berkshire Bank (the “Bank”), announced that Moody’s Investors Service (“Moody’s”), in a Rating Action report dated June 21, 2022, assigned first time ratings to Berkshire Hills and the Bank. Moody’s assigned the Bank a Long-Term Deposit Rating of “A3”. In addition, Moody’s assigned the Bank and the Company an investment grade Long-Term Issuer Rating of “Baa3”. The rating outlook is “Positive” for both the Company and the Bank.*

According to the Moody’s report, the ratings reflect “the firm's strong balance sheet characterized by high capitalization and robust deposit funding and liquidity, along with a relatively new business strategy, which is in the midst of execution.” Moody's expects that “over the next 12 to 18 months Berkshire Hills' profitability performance will improve as it continues to execute its strategic transformation plan known as BEST that was launched in 2021.”  Moody’s views Berkshire Hills’ risk appetite as “conservative and that its refined loan portfolio mix should support sound asset quality performance.”

Berkshire CFO Subhadeep Basu stated, “Moody’s has recognized our strong financial position, improving profitability and asset quality, and conservative risk appetite. They have noted that we are positioned for profitability improvement from rising interest rates and our strategic balance sheet changes. We are pleased to have received an A3 long-term Bank deposit rating and an investment grade issuer rating with a Positive Outlook that also includes our targeted operational efficiency improvement through the ongoing execution of our BEST strategic transformation plan.”

Furthermore, Moody’s assigned a Baa3 investment grade rating to the $100 million sustainability bond issuance by Berkshire on June 30, 2022. Berkshire is the first U.S. community bank holding company to issue a bond dedicated to supporting social and environmental projects. In addition to the Moody’s rating, Sustainalytics, a Morningstar Company, and the global leader in high-quality ESG research, ratings, and data, independently verified that Berkshire's Sustainable Financing Framework "is credible and impactful and aligns with the International Capital Market Association's (ICMA) Sustainability Bond Guidelines 2021, Green Bond Principles 2021 and Social Bond Principles 2021"**

“The ratings from Moody’s and second-party opinion of our Sustainable Financing Framework from Sustainalytics further highlight Berkshire’s unique comeback story and support the progress we are

making towards our vision to be a high-performing, leading socially responsible community bank in New England and beyond,” added Berkshire CEO Nitin Mhatre.

ABOUT BERKSHIRE HILLS BANCORP

Berkshire Hills Bancorp is the parent of Berkshire Bank. The Bank's goal is to be a high-performing, leading socially responsible community bank in New England, Upstate New York, and beyond. Berkshire Bank provides business and consumer banking, mortgage, wealth management, and investment services.

Headquartered in Boston, Berkshire has approximately $12.1 billion in assets and operates 105 branch offices in New England and New York, and is a member of the Bloomberg Gender-Equality Index. To learn more, call 800-773-5601 or follow us on Facebook, Twitter, Instagram, and LinkedIn.

FORWARD-LOOKING STATEMENTS

This news 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. You can identify these statements from the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions. There are many 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. You should not place undue reliance on forward-looking statements, which reflect our expectations only as of the date of this release. Berkshire does not undertake any obligation to update forward-looking statements.

Note Regarding Rating

* A rating is not investment or financial advice and is not a recommendation to buy, sell or hold securities. Ratings may be subject to revision or withdrawal at any time by the assigning rating organization. Each rating agency has its own methodology for assigning ratings and, accordingly, each rating should be evaluated independently of any other rating.

Note Regarding Second Party Opinion

** Sustainalytics' second party opinion is provided for informational purposes only and does not constitute an endorsement of any securities, product or project, does not constitute investment or financial advice, and does not represent any type of credit or securities rating or an assessment of the issuer's economic performance, financial obligations nor of its creditworthiness.

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CONTACTS

Investor Relations Contacts:

Kevin Conn, SVP, Investor Relations & Corporate DevelopmentEmail: KAConn@berkshirebank.com
Tel: (617) 641-9206

David Gonci, Capital Markets DirectorEmail: dgonci@berkshirebank.com
Tel: (413) 281-1973

Media Contact:

Gary Levante, SVP, Corporate Responsibility & CommunicationsEmail: glevante@berkshirebank.com

Tel: (413) 447-1737

XML

Document and Entity Information	Jul. 13, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 13, 2022
Entity Registrant Name	BERKSHIRE HILLS BANCORP, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-15781
Entity Tax Identification Number	04-3510455
Entity Address, Address Line One	60 State Street
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02109
City Area Code	800
Local Phone Number	773-5601
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001108134
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	BHLB
Security Exchange Name	NYSE