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): October 14, 2020
EASTERN BANKSHARES, INC.
(Exact Name of Registrant as Specified in Charter)
| Massachusetts | 333-239251 | 84-41099750 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
| 265 Franklin Street Boston, MA |
02110 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (800) 327-8376
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)) |
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 | EBC | Nasdaq Global Select Market |
Indicate by check mark whether 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 8.01 | Other Events |
On October 14, 2020, Eastern Bankshares, Inc., a Massachusetts corporation (the “Company”), and the holding company for Eastern Bank, completed the mutual-to-stock conversion of Eastern Bank Corporation and the offering of common stock of the Company.
The Company sold 179,287,828 shares of common stock at $10.00 per share in the offering for gross proceeds of approximately $1,792,878,000, including the sale of 14,940,652 shares of common stock to the Eastern Bank employee stock ownership plan.
Following the offering, the Company donated 7,470,326 shares of common stock to the Eastern Bank Charitable Foundation.
The foregoing description is qualified in its entirety by reference to the press release filed as Exhibit 99.1 and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Press Release dated October 14, 2020 | |
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.
| EASTERN BANKSHARES, INC. | ||||||
| By: | /s/ James B. Fitzgerald | |||||
| DATE: October 15, 2020 | James B. Fitzgerald | |||||
| Chief Financial Officer | ||||||
Exhibit 99.1
For Immediate Release
Eastern Bankshares, Inc. Announces Completion Of Mutual To Stock Conversion And Stock Offering
Boston, MA, October 14, 2020 – Eastern Bankshares, Inc. (the “Company”) (Nasdaq Global Select Market: EBC), a Massachusetts corporation and the holding company for Eastern Bank, announced that today it has completed the mutual-to-stock conversion of Eastern Bank Corporation and the offering of common stock of the Company. The results of the stock offering were previously reported in a press release dated October 9, 2020.
The Company sold 179,287,828 shares of common stock at $10.00 per share in the offering for gross offering proceeds of approximately $1,792,878,000, including the sale of 14,940,652 shares of common stock to the Eastern Bank employee stock ownership plan. (Following the completion of the offering, the Company donated 7,470,326 shares of common stock to the Eastern Bank Charitable Foundation.)
The Company’s stock is expected to trade on the Nasdaq Global Select Market under the trading symbol “EBC” beginning on October 15, 2020.
Persons wishing to confirm their orders may do so online at https://allocations.kbw.com. You may also contact the Stock Information Center at 1-800-945-8598. The Stock Information Center will be open from 10:00 a.m. to 4:00 p.m., Eastern Time, Monday through Friday, through Thursday, October 22, 2020.
All shares of common stock sold in the offering will be issued in book entry form. Stock certificates will not be issued. On October 15, 2020, Direct Registration System statements for shares purchased in the stock offering, and interest checks for persons who paid for their orders by check, are expected to be mailed by the Company’s transfer agent, Continental Stock Transfer & Trust Company, to the persons entitled thereto at the registration address noted by them on their stock order form.
Keefe, Bruyette & Woods, Inc., a Stifel Company, acted as selling agent in the offering. J.P. Morgan Securities LLC served as Eastern’s capital markets advisor. Nutter, McClennen & Fish, LLP served as Eastern’s legal counsel in the conversion and offering, and Simpson Thacher & Bartlett LLP advised Keefe, Bruyette & Woods, Inc. and J.P. Morgan Securities LLC.
About Eastern Bankshares, Inc. and Eastern Bank
Eastern Bankshares, Inc. is the stock holding company for Eastern Bank. Founded in 1818, Boston-based Eastern Bank has more than 110 locations serving communities in eastern Massachusetts, southern and coastal New Hampshire, and Rhode Island. As of June 30, 2020, Eastern Bank had approximately $14.0 billion in total assets. Eastern provides banking, investment and insurance products and services for consumers and businesses of all sizes, including through its Eastern Wealth Management division and its Eastern Insurance Group subsidiary. Eastern takes pride in its outspoken advocacy and community support that has exceeded $140 million in charitable giving since 1999. An inclusive company, Eastern employs 1,800+ deeply committed professionals who value relationships with their customers, colleagues, and communities.
Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” Forward-looking statements, by their nature, are subject to risks and uncertainties. Certain factors that could cause actual results to differ materially from expected results include adverse developments in our market relating to the Covid-19 pandemic, including the severity and duration of the associated economic slowdown, adverse developments in the level and direction of loan delinquencies and charge-offs and changes in estimates of the adequacy of our allowance for loan losses, increased competitive pressures, changes in the interest rate environment, general economic conditions or conditions within the securities markets, and legislative and regulatory changes that could adversely affect the business in which the Company and Eastern Bank are engaged.
The shares of common stock of Eastern Bankshares, Inc. are not savings accounts or savings deposits, may lose value and are not insured by the Federal Deposit Insurance Corporation or any other government agency.
Investor contact:
Jill Belliveau
Eastern Bankshares, Inc.
InvestorRelations@easternbank.com
781-598-7920
Media contacts:
Andrea Goodman
Eastern Bank
a.goodman@easternbank.com
781-598-7847
Paul Alexander
Eastern Bank
p.alexander@easternbank.com
781-596-4490
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