8-K 12-17-2012

0000821127-12-000049.txt : 20121217 0000821127-12-000049.hdr.sgml : 20121217 20121217160506 ACCESSION NUMBER: 0000821127-12-000049 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121217 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121217 DATE AS OF CHANGE: 20121217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON PRIVATE FINANCIAL HOLDINGS INC CENTRAL INDEX KEY: 0000821127 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 042976299 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35070 FILM NUMBER: 121268708 BUSINESS ADDRESS: STREET 1: 10 POST OFFICE SQ CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6175561900 MAIL ADDRESS: STREET 1: 10 POST OFFICE SQUARE CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: BOSTON PRIVATE BANCORP INC DATE OF NAME CHANGE: 19920703 8-K 1 a8-k12x17x2012.htm 8-K 8-K 12-17-2012

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): December 17, 2012



	Boston Private Financial Holdings, Inc.

(Exact name of registrant as specified in charter)



Massachusetts	0‑17089	04‑2976299
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Ten Post Office Square, Boston, Massachusetts 02109

(Address of Principal Executive Offices) (Zip Code)

(617) 912-1900

(Registrant's telephone number, including area code)

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))

Item 8.01. Other Events.

On December 17, 2012, Boston Private Financial Holdings, Inc. (the “Company”) announced that its wholly-owned subsidiary, Boston Private Bank & Trust Company (the “Bank”), entered into a Purchase and Assumption Agreement (the “Agreement”) with Sterling Savings Bank (“Sterling”), pursuant to which the Bank agreed to sell to Sterling the Bank's three Pacific Northwest branch offices. The completion of the transaction is subject to receipt of all requisite regulatory approvals and the satisfaction of customary closing conditions as specified in the Agreement. A copy of the press release issued by the Company concerning the transaction is filed as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release dated December 17, 2012.

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.

BOSTON PRIVATE FINANCIAL HOLDINGS, INC.


Dated: December 17, 2012	By: /S/ DAVID J. KAYE

David J. Kaye

Executive Vice President and Chief Financial Officer

EXHIBIT INDEX



Exhibit No.		Description

99.1		Press Release dated December, 17 2012.

EX-99.1 2 exhibit991pressrelease1217.htm EXHIBIT Exhibit 99.1 Press Release 12.17.12

Boston Private Financial Holdings, Inc. announces sale of Pacific Northwest OFFICES TO STERLING FINANCIAL CORPORATION

Boston, MA - December 17, 2012 - Boston Private Financial Holdings, Inc. (NASDAQ: BPFH) (the “Company” or “BPFH”) today announced that its wholly-owned subsidiary, Boston Private Bank & Trust Company, entered into an agreement to sell its three Pacific Northwest offices to Sterling Financial Corporation (NASDAQ: STSA) of Spokane, Washington.

The three offices are located in Seattle, Bellevue, and Redmond, Washington. As of September 30, 2012, the Pacific Northwest offices had approximately $270 million in gross loans and $190 million in deposits.

“This transaction will allow us to concentrate our private banking resources in our New England, San Francisco Bay Area and Southern California markets,” said Clayton G. Deutsch, CEO and President of Boston Private Financial Holdings, Inc. “The San Francisco Bay Area and Southern California markets represent two of the three deepest concentrations of high net worth clients in the United States. Following the sale, we will continue to focus on building our client facing businesses in New England, the San Francisco Bay Area, and Southern California. These are all deep and dynamic markets for us.”

“This transaction will result in an $11 million deposit premium and will free up in excess of $30 million in capital which will provide us with the flexibility to invest in growth or to return it to our shareholders. This is part of our ongoing effort to release capital anywhere where we believe it is deployed below an acceptable return. We look forward to working closely with Sterling to ensure a smooth transition for clients and employees,” concluded Mr. Deutsch.

The Company expects the deal to close in the first half of 2013. Additional terms of the transaction were not disclosed.

Goldman, Sachs & Co. served as financial advisor and Goodwin Procter LLP served as legal advisor to BPFH in this transaction.

Boston Private Financial Holdings, Inc.

Boston Private Financial Holdings, Inc. is a national financial services organization with Wealth Management and Private Banking affiliates in Boston, New York, Los Angeles, San Francisco Bay Area and Seattle. The Company has a $6 billion Private Banking balance sheet, and manages over $20 billion of client assets.

The Company positions its affiliates to serve the high net worth marketplace with high quality products and services of unique appeal to private clients. The Company also provides strategic oversight and access to resources, both financial and intellectual, to support affiliate management, marketing, compliance and legal activities. (NASDAQ: BPFH)

For more information about BPFH, visit the Company's website at www.bostonprivate.com.

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CONTACT:

Jeanne Hess

Investor Relations

Boston Private Financial Holdings, Inc.

(617) 912-3798

jhess@bostonprivate.com

Statements in this press release that are not historical facts are 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, and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties. You should not place undue reliance on our forward-looking statements. Forward-looking statements are based on the current assumptions and beliefs of management and are only expectations of future results. The Company's actual results could differ materially from those projected in the forward-looking statements as a result of, among other factors, risks and uncertainties detailed in the Company's Annual Report on Form 10-K and updated by the Company's Quarterly Reports on Form 10-Q; each of which are filed with the Securities and Exchange Commission. The Company does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.