SEC Comment Letter for BERKSHIRE HILLS BANCORP INC (BHLB) (CIK 0001108134) (BBT) — Oct 18, 2016
BERKSHIRE HILLS BANCORP INC (BHLB) (CIK 0001108134)
Date: Oct. 18, 2016 · CIK: 0001108134 · Accession: 0000000000-16-097477
AI Filing Summary & Sentiment
File numbers found in text: 333-213256
Letter
Mail Stop 4720 October 18, 2016 Mr. Michael P. Daly President and Chief Executive Officer Berkshire Hills Bancorp, Inc. 24 North Street Pittsfield, MA 01201
Re: Berkshire Hills Bancorp, Inc. Amendment No. 1 to Registration Statement on Form S-4 Filed October 5, 2016 File No. 333-213256
Dear Mr. Daly :
We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our com ments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, w e may have additional comments.
Proposal I – The Proposed Merger
Background of the Merger, page 32
1. We note your response to comment 3, in which you disclosed the factors leading to the change in merger consideration and First Choice’s reason for reque sting a special dividend. Please revise your disclosure to explain the factors that led you to decide that: (i) a special dividend would assuage First Choice’s concerns and (ii) a 35% special dividend rate was appropriate to this transaction. In addition , please disclose whether the “special dividend” was a factor considered in connection with the lower exchange factor ultimately agreed upon.
Mr. Michael P. Daly Berkshire Hills Bancorp, Inc. October 18, 2016 Page 2
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosu res, notwithstanding any review, comments, action or absence of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Joshua Dilk, Staff Attorney, at (202) 551 -3427 or me at (202) 551 -3391 with any other questions.
Sincerely,
/s/ Erin E. Martin
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Mail Stop 4720 October 18, 2016 Mr. Michael P. Daly President and Chief Executive Officer Berkshire Hills Bancorp, Inc. 24 North Street Pittsfield, MA 01201 Re: Berkshire Hills Bancorp, Inc. Amendment No. 1 to Registration Statement on Form S-4 Filed October 5, 2016 File No. 333-213256 Dear Mr. Daly : We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our com ments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, w e may have additional comments. Proposal I – The Proposed Merger Background of the Merger, page 32 1. We note your response to comment 3, in which you disclosed the factors leading to the change in merger consideration and First Choice’s reason for reque sting a special dividend. Please revise your disclosure to explain the factors that led you to decide that: (i) a special dividend would assuage First Choice’s concerns and (ii) a 35% special dividend rate was appropriate to this transaction. In addition , please disclose whether the “special dividend” was a factor considered in connection with the lower exchange factor ultimately agreed upon. Mr. Michael P. Daly Berkshire Hills Bancorp, Inc. October 18, 2016 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosu res, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Joshua Dilk, Staff Attorney, at (202) 551 -3427 or me at (202) 551 -3391 with any other questions. Sincerely, /s/ Erin E. Martin Erin E. Martin Special Counsel Office of Financial Services cc: Marc Levy, Esq.