8-K

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):  January 1, 2023

BROOKLINE BANCORP, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-23695	04-3402944
(State or other jurisdiction	(Commission File No.)	(I.R.S. employer
of incorporation)		Identification No.)

131 Clarendon Street, Boston Massachusetts	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 (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 of $0.01 per share	BRKL	Nasdaq Global Select Market

Indicate by check mark if the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 2.01. Completion of Acquisition or Disposition of Assets

On January 1, 2023, Brookline Bancorp, Inc. (the “Company”) completed its previously announced acquisition of PCSB Financial Corporation (“PCSB”) pursuant to the Agreement and Plan of Merger dated as of May 23, 2022 (the “Merger Agreement”) by and between the Company and PCSB. Under the Merger Agreement, PCSB merged with and into the Company, with the Company as the surviving corporation (the “Merger”). PCSB is the holding company for PCSB Bank, and PCSB Bank will continue to operate as a separate bank subsidiary of the Company.

Pursuant to the Merger Agreement, each share of PCSB common stock outstanding at the effective time of the Merger was converted into the right to receive, at the holder’s election, either $22.00 in cash consideration or 1.3284 shares of Company common stock for each share of PCSB common stock, subject to allocation procedures to ensure that 60% of the outstanding shares of PCSB common stock will be converted to Company common stock. The total consideration payable by the Company is approximately $297,790,219 million, consisting of (i) approximately $130,523,861 million in cash and (ii) 11,820,944 shares of Company common stock valued at approximately $167,266,357 million based on the December 30, 2022 closing price of $14.15 per share.

This description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Company’s Current Report Form 8-K filed with the Securities and Exchange Commission on May 24, 2022, and is incorporated herein by reference.

Based on the final election results and the provisions of the related merger agreement, PCSB stockholders who made a valid stock election, or no election, will receive 1.3284 shares of Company common stock for each PCSB share held by them, and PCSB stockholders who made a valid cash election will receive the stock consideration for approximately 55% of their PCSB shares and cash consideration of $22.00 per share for the balance of their PCSB shares.

A copy of the press release announcing the completion of the Merger is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 1, 2023, in connection with the Merger and pursuant to the terms of the Merger Agreement, the Board of Directors of the Company was expanded to a total of 15 members and Willard I. Hill, Jr. was appointed to the Board of Directors of the Company to serve until the 2023 Annual Meeting of Stockholders of the Company and until his successor has been duly elected and qualified or until his earlier death, resignation or removal. Mr. Hill will serve on the Audit Committee.

Mr. Hill, who served as a director of PCSB since 2017, is a retired attorney who served as Managing Director, Chief Marketing and Communications Officer and Head of Government Relations for MBIA Inc., a major financial guaranty insurance company. He previously served on MBIA’s executive management team as global Chief Compliance Officer, and separately as Head of Investor Relations. He retired from MBIA in 2013. Earlier in his career, he was president of the government deferred compensation business at ING US Financial Services (now Voya Financial) and he held senior executive positions in the legal and business divisions at Aetna, Inc.

Mr. Hill is not a party to any transactions that would be required to be disclosed under Section 404(a) of Regulation S-K. There are no family relationships between Mr. Hill, on the one hand, and any director, executive officer or any other person nominated or chosen by the Company or PCSB to become a director or executive officer, on the other.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

The financial statements required by this Item will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date for which Item 2.01 of this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information

The pro forma financial information required by this Item will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date for which Item 2.01 of this Current Report on Form 8-K is required to be filed.

(d) Exhibits

Number	Description
99.1	Press Release dated January 3, 2023
104	Cover Page Interactive Data File (embedded within the XBRL document)

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.

Date:  January 3, 2023	BROOKLINE BANCORP, INC.
	By:	/s/ Carl M. Carlson
		Carl M. Carlson
		Co-President, Chief Financial & Strategy Officer

EX-99.1

Exhibit 99.1

Brookline Bancorp, Inc. Completes Acquisition of PCSB Financial Corporation

BOSTON, MA; January 3, 2023 (GLOBE NEWSWIRE) -- Brookline Bancorp, Inc. (NASDAQ: BRKL) (“Brookline”), today announced that it has completed its acquisition of PCSB Financial Corporation (NASDAQ: PCSB) (“PCSB”), a $1.9 billion bank holding company based in Yorktown Heights, New York, effective January 1, 2023. PCSB’s bank subsidiary, PCSB Bank, now operates as a separate subsidiary of Brookline Bancorp and has 15 banking offices throughout the Lower Hudson Valley of New York State.

Michael P. Goldrick assumed the role of President and CEO of PCSB Bank on January 1^st. Prior to his appointment as President and CEO, Mr. Goldrick served as PCSB Bank’s Executive Vice President and Chief Lending Officer.

Brookline also announced that Willard I. Hill, Jr., has joined the Brookline Board of Directors and has stepped down from the PCSB Bank Board. From 2017 until his appointment to the Brookline Board of Directors, Mr. Hill served on the PCSB Financial Corporation and PCSB Bank boards.

Paul Perrault, Chairman and Chief Executive Officer of Brookline, commented on the transaction, “I am pleased to welcome the customers and employees of PCSB Bank to Brookline Bancorp. The addition of PCSB Bank to our growing family of banks represents a unique opportunity for us to expand our banking operations into one of the country’s largest markets.” Mr. Perrault continued, “We look forward to deepening the already strong bonds PCSB has forged within the community.”

“The addition of Willard Hill, Jr. to our board and the appointment of Michael Goldrick as President and CEO of PCSB Bank ensures a smooth transition and continued growth at PCSB Bank for years to come. I look forward to working with both of these seasoned leaders.”

In connection with the merger, Paul Perrault will join the PCSB Bank Board of Directors, and the Board will be comprised of Mr. Perrault, William V. Cuddy, Jr., Kevin B. Dwyer, Jeffrey D. Kellog, Matthew G. McCrosson, Joseph D. Roberto, Karl A. Thimm, Michael T. Weber, Richard F. Weiss, Marsha Gordon, and Robert C. Lusardi.

ABOUT BROOKLINE BANCORP, INC.

Brookline Bancorp, Inc., a bank holding company with approximately $11 billion in assets and branch locations in eastern Massachusetts, Rhode Island and the Lower Hudson Valley of New York State, is headquartered in Boston, Massachusetts and operates as the holding company for Brookline Bank, Bank Rhode Island, and PCSB Bank. The Company provides commercial and retail banking services and cash management and investment services to customers throughout Central New England and the Lower Hudson Valley of New York State. More information about Brookline Bancorp, Inc. and its banks can be found at the following websites: www.brooklinebank.com, www.bankri.com and pcsb.com.

FORWARD-LOOKING STATEMENTS

Certain of the statements made in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. The words “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” and “estimate,” and similar expressions, are intended to identify such forward-looking statements, but other statements not based on historical information may also be considered forward-looking, including statements about the benefits to Brookline of the merger, Brookline’s future financial and operating results and its plans, objectives, and intentions. All forward-looking statements are subject to risks, uncertainties, and other factors that may cause the actual results, performance, or achievements of Brookline to differ materially from any results, performance, or achievements expressed or implied by such forward-looking statements. Such risks, uncertainties, and other factors include, among others, (1) the risk that the cost savings and any revenue synergies from the merger may not be realized or take longer than anticipated to be realized, (2) the risk that the cost savings and any revenue synergies from the merger may not be realized or may take longer than anticipated to realize, (3) disruption from the merger, with customer, supplier, or employee relationships, (4) the possibility that the amount of the costs, fees, expenses, and charges related to the merger may be greater than anticipated, including as a result of unexpected or unknown factors, events, or liabilities, (5) the risk of successful integration of the two companies’ businesses, including the risk that the integration of PCSB’s operations with those of Brookline will be materially delayed or will be more costly or difficult than expected, (6) the risk of expansion into new geographic or product markets, (7) reputational risk and the reaction of the parties’ customers to the merger, (8) the risk of potential litigation or regulatory action related to the merger, (9) the dilution caused by Brookline’s issuance of additional shares of its common stock in the merger, and (10) general competitive, economic, political, and market conditions. Additional factors which could affect the forward-looking statements can be found in Brookline’s annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, in each case filed with the SEC and available on the SEC’s website at http://www.sec.gov. Brookline disclaims any obligation to update or revise any forward-looking statements contained in this communication, which speak only as of the date hereof, whether as a result of new information, future events, or otherwise.

INVESTOR CONTACT:

Contact:	Carl M. Carlson
	Brookline Bancorp, Inc.
	Co-President, Chief Financial and Strategy Officer
	(617) 425-5331
	ccarlson@brkl.com

XML

Cover	Jan. 01, 2023
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Jan. 01, 2023
Entity File Number	0-23695
Entity Registrant Name	BROOKLINE BANCORP, INC.
Entity Central Index Key	0001049782
Entity Tax Identification Number	04-3402944
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	131 Clarendon Street
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02116
City Area Code	617
Local Phone Number	425-4600
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Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value of $0.01 per share
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Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false