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 16, 2014

Boston Private Financial Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Massachusetts	0-17089	04-2976299
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

Ten Post Office Square, Boston, Massachusetts 02109

(Address of principal executive offices)

(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:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01.    Regulation FD Disclosure.

The information in this Current Report on Form 8-K furnished under this Item 7.01, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Furthermore, the information in this Current Report on Form 8-K furnished under this Item 7.01, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

On July 15, 2014, Boston Private Bank & Trust Company (the “Bank”), the wholly owned subsidiary of Boston Private Financial Holdings, Inc. (the “Company”), announced an agreement to acquire substantially all of the assets and certain of the liabilities of Banyan Partners. The transaction is subject to regulatory approval and certain closing conditions, and is expected to close in the fourth quarter of 2014. A copy of the press release is filed as Exhibit 99.1 and is incorporated herein by reference.

As previously announced, the Company will hold a conference call at 8 a.m., Eastern Time, on Wednesday, July 16, to discuss financial results, business highlights and outlook, and the Banyan Partners transaction. A copy of the slide presentation that will be discussed during the conference call is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The slide presentation is also available on the Company’s website at www.bostonprivate.com.

Item 9.01.Financial Statements and Exhibits.

(d)     Exhibits.

99.1    Press Release of the Company dated July 16, 2014

99.2    Second Quarter 2014 Earnings Conference Call Slide Presentation

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.

	BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
	By:	/S/ DAVID J. KAYE
	Name:	David J. Kaye
	Title:	Executive Vice President, Chief Financial Officer and Treasurer
Date: July 16, 2014

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of the Company dated July 16, 2014
99.2	Second Quarter 2014 Earnings Conference Call Slide Presentation

EX-99.1

Exhibit 99.1

Boston Private Financial Holdings, Inc. (NASDAQ: BPFH) and Boston Private Bank Announce Agreement to Acquire Wealth Management Firm, Banyan Partners

Deal Expected to Add $4.3 Billion in Client Assets, More than $25 million of annual fee-based revenue, and Nine Locations to the Bank’s Expanding National Wealth Management Operation

BOSTON, MASS. (July 16, 2014) Boston Private Bank & Trust Company, a premier wealth management, trust and private banking company owned by Boston Private Financial Holdings, Inc., today announced the signing of an agreement to acquire all of the assets of Banyan Partners, LLC, a leading independent registered investment advisory firm. Banyan Partners has over $4.3 billion in client assets, and is headquartered in Palm Beach Gardens, Florida with locations in Boston, New York, Miami, Naples, Atlanta, Wisconsin, Texas and California. Boston Private Bank will establish a new, wholly owned subsidiary that will combine its existing wealth management business with that of Banyan Partners. Subject to regulatory approval and customary closing conditions, the transaction is expected to close in the fourth quarter of 2014.

This is the first transaction of its kind for Boston Private Financial Holdings (“BPFH” or the “Company”) as it combines Boston Private Bank’s wealth management business with Banyan Partners. Clayton G. Deutsch, CEO and President of BPFH said, “The combined operation will have approximately $9 billion in client assets under management and advisement, making it one of the leading wealth management and investment advisory companies in the U.S. BPFH’s total client assets in its wealth management businesses (including trust) are expected to expand to approximately $30 billion of total client assets. On a pro forma basis, the addition of Banyan is expected to result in an increase in the consolidated, non-spread based revenue to approximately 45% of total revenue, significantly advancing the Company towards its stated aim of creating a more fee-weighted revenue stream.” Boston Private expects to pay approximately $60 million in cash and stock upon closing, and Banyan Partners will also have the opportunity to receive additional consideration over a two year earn-out period.

Mark D. Thompson, Boston Private Bank’s President and CEO, stated, “This combination is a game-changer for us, our clients and our employees. By combining the proven strengths of Boston Private Bank, and Boston Private Wealth Management and Trust, with the distinctive investment management capabilities of Banyan Partners, we are creating a comprehensive, national wealth management firm. Banyan is led by a seasoned and talented team of professionals. Joining forces will allow us to leverage our deep investment expertise, deliver innovative and contemporary wealth advisory services, and offer direct access to Boston Private Bank’s tradition of distinctive services to private clients. With this combination, we are uniquely positioned to address the complex financial needs of a very sophisticated clientele.”

At the close of the transaction, Peter Raimondi, Banyan Partners’ Founder and CEO, will become CEO of the new wealth management company and key members of both company’s management teams will assume senior roles in the new entity. Boston Private Bank’s Executive Vice President, John J. Sullivan, will be the new entity’s Chief Business Development Officer and R. Thomas Manning, Banyan Partner’s Chief Investment Officer, will become CIO.

Peter Raimondi stated, “This is a momentous time for all of us at Banyan Partners. Since our founding in 2006, we have executed on a multi-faceted business strategy, growing at impressive organic rates and through strategic acquisitions while maintaining a single-minded focus on delivering custom portfolios to our clients. Combining with Boston Private Bank’s Wealth Management group represents the next phase in our evolution. By accessing private banking and trust services, we will now be in a special position to deliver the full complement of wealth management services to the high net worth marketplace. Both teams share a mutual passion for client service and innovative portfolio

management, providing a solid foundation for expansion. I am thrilled to be able to lead this formidable group of professionals.”

Mr. Deutsch said, “We have been looking for a very special partner to extend the reach of our wealth management business and to accelerate the development of Boston Private Bank’s wealth management offering. We believe that we have found the ideal partner in Banyan, Peter Raimondi, and his leadership team. Banyan shares our core beliefs about wealth management, client protection and client service. Banyan adds tremendous technical depth to our existing team of professionals. They will also significantly expand our geographic reach into attractive and complementary markets. This transaction is a natural extension of our wealth management strategy and our intention to combine distinctive wealth management skills with outstanding private banking services, all for the benefit of our clients. This combination accelerates our client strategy in a very powerful way.”

Conference Call

As previously announced, management will hold a conference call at 8 a.m. Eastern Time on Wednesday, July 16, to discuss BPFH’s financial results, business highlights and outlook, as well as the transaction described herein. To access the call:

Dial In #: (888) 317-6003

Elite Entry Number: 2512612

Replay Information:

Available from July 16 at 12 noon until July 23

Dial In #: (877) 344-7529

Conference Number: 10048703

The call will be simultaneously webcast and may be accessed on www.bostonprivate.com

About Boston Private Bank & Trust Company

Boston Private Bank & Trust Company is a leading provider of fully integrated wealth management, trust and private banking services. For more than 25 years, Boston Private Bank has taken a highly personalized approach to serving the complex financial needs of individuals, families, business owners, private partnerships, nonprofits and community partners. The Bank is also an active provider of financing for affordable housing, first-time homebuyers, economic development, social services, community revitalization and small businesses. Headquartered in Boston, the Bank has 25 offices in Boston, San Francisco, San Jose and Los Angeles. For further information, visit www.bostonprivatebank.com.

About Banyan Partners LLC

Banyan Partners, LLC is a leading national, independent wealth management and investment advisory firm headquartered in Palm Beach Gardens, Florida. The firm has $4.5 billion in assets under advisement and nine offices located throughout the U.S. Banyan offers objective, thoughtful advice, and custom solutions for ultra-high-net worth and high-net-worth families, family offices, foundations, and institutions. For more information, visit http://www.BanyanPartners.net.

About Boston Private Financial Holdings, Inc.

Boston Private Financial Holdings, Inc. is a national financial services organization that owns Wealth Management and Private Banking affiliates in Boston, New York, Los Angeles and the San Francisco Bay Area. The Company has a $6 billion Private Banking balance sheet, and manages over $24 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.

Forward-Looking Statements

Certain statements in this press release that are not historical facts may constitute 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. These statements include, among others, statements regarding our strategy, prospects for growth in assets, and prospects for overall results over the long term. You should not place undue reliance on our forward-looking statements. You should exercise caution in interpreting and relying on forward-looking statements because they are subject to significant risks, uncertainties and other factors which are, in some cases, beyond the Company's control. 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, adverse conditions in the capital and debt markets and the impact of such conditions on the Company's private banking, investment management and wealth advisory activities; changes in interest rates; competitive pressures from other financial institutions; the effects of continued weakness in general economic conditions on a national basis or in the local markets in which the Company operates; increasing government regulation; risks related to the identification and implementation of acquisitions, dispositions and restructurings; changes in assumptions used in making such forward-looking statements; and the other 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 and other filings submitted to the Securities and Exchange Commission. Forward-looking statements speak only as of the date on which they are made. 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.

###

INVESTOR CONTACT:

Steve Gaven

Vice President, Investor Relations

Boston Private Financial Holdings, Inc.

(617) 912-3793

sgaven@bostonprivate.com

MEDIA CONTACT:

Elizabeth (Beth) Drummey

Vice President, Corporate Communications Manager

Boston Private Bank & Trust Company

edrummey@bostonprivatebank.com

(617) 912-3684

Jeff Dillow

WMC/HPR

(781) 883-2665

EX-99.2

Second Quarter 2014 Results Clayton Deutsch CEO & President David Kaye Chief Financial Officer Mark Thompson CEO, Boston Private Bank & Trust Company July 16, 2014

2 Forward Looking Statements This presentation contains financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s management uses these non-GAAP measures in its analysis of the Company’s performance. These measures typically adjust GAAP performance measures to exclude significant gains or losses that are unusual in nature. Because these items and their impact on the Company’s performance are difficult to predict, management believes that presentations of financial measures excluding the impact of these items provide useful supplemental information that is essential to a proper understanding of the operating results of the Company’s core businesses. These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures which may be presented by other companies. Certain statements in this presentation that are not historical facts may constitute 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. These statements include, among others, statements regarding our strategy, evaluations of future interest rate trends and liquidity, expectations as to growth in assets, deposits and results of operations, receipt of regulatory approval for pending acquisitions, success of acquisitions, future operations, market position, financial position, and prospects, plans and objectives of management. You should not place undue reliance on the Company’s forward-looking statements. You should exercise caution in interpreting and relying on forward-looking statements because they are subject to significant risks, uncertainties and other factors which are, in some cases, beyond the Company’s control. 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, adverse conditions in the capital and debt markets and the impact of such conditions on the Company’s private banking, investment management and wealth advisory activities; changes in interest rates; competitive pressures from other financial institutions; the effects of continued weakness in general economic conditions on a national basis or in the local markets in which the Company operates; changes in the value of securities and other assets; changes in loan default and charge-off rates, the adequacy of loan loss reserves, or decreases in deposit levels necessitating increased borrowing to fund loans and investments; increasing government regulation; the risk that goodwill and intangibles recorded in the Company’s financial statements will become impaired; the risk that the Company’s deferred tax asset may not be realized; risks related to the identification and implementation of acquisitions, dispositions and restructurings; and changes in assumptions used in making such forward-looking statements, as well as the other risks and uncertainties detailed in the Company’s Annual Report on Form 10-K, as updated by the Company’s Quarterly Reports on Form 10-Q and other filings submitted to the Securities and Exchange Commission. Forward-looking statements speak only as of the date on which they are made. 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.

3 Results Driven By: ($millions) Q1 2014 Q2 2014 % Change NII $44.5 $46.3 4% Core Fees* $31.7 $34.1 8% Other Income** $1.0 $0.2 (79%) Total Revenue $77.3 $80.6 4% Total Expenses $55.0 $54.4 (1%) PTPP*** $22.3 $26.2 18% Provision/(Credit) ($1.2) ($5.0) NM Pre-Tax Income from Continuing Operations $23.5 $31.2 33% Efficiency Ratio**** 68% 64% (4 pts) Consolidated P&L Highlights – Linked Quarter Includes $1.9 million of interest recovered from previous nonaccrual loans ***Pre-tax, pre-provision income from Continuing Operations ****Excludes amortization of intangibles; FTE basis *Includes WM&T fees, wealth advisory fees, private banking fees and gain on sale of loans **Includes gain on sale of investments, debt repurchase, OREO and other Compensation and benefits decreased $2.2 million due to seasonally high Q1

4 Spread and Fee-Based Revenues $43,899 $42,302 $43,541 $44,522 $46,268 $30,107 $29,826 $32,843 $31,664 $34,147 $- $10,000 $20,000 $30,000 $40,000 $50,000 $60,000 $70,000 $80,000 Q2 '13 Q3 '13 Q4 '13 Q1 '14 Q2 '14 Net Interest Income Core Fees Other Income LQ YOY 4% 9% 8% 13% 4% 5% $74,309* *Q2 ’13 excludes gain on sale of PNW offices of $10.6M $72,553 $77,886 $77,255 $80,642 $ in millions

5 Net Interest Margin 4.02% 3.88% 3.89% 3.83% 3.95% 0.27% 0.26% 0.26% 0.26% 0.27% 3.14% 2.99% 2.98% 3.04% 3.14% 1.49% 1.37% 1.25% 1.68% 1.64% 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50% 4.00% 4.50% Q2 '13 Q3 '13 Q4 '13 Q1 '14 Q2 '14 Loan Yield Deposit Costs* NIM Cash and Securities Yield *Includes Demand Deposit Accounts

6 Criticized Loans $0.5 $2.4 $1.2 $1.4 $2.9 -$6 -$4 -$2 $0 $2 $4 $6 $8 $10 $0 $50 $100 $150 $200 $250 Q2 '13 Q3 '13 Q4 '13 Q1 '14 Q2 '14 Classified Special Mention (Net Charge-Offs)/Recoveries $191 $169 $174 Q2 ‘14 provision credit of $5.0M driven by $2.9M in net recoveries and $1.2 million from the commercial loan sale $187 $188 $ in millions

7 Tier I Common Equity/Risk Weighted Assets 9.9% 10.1% 9.9% 10.1% 10.6% 5.0% 6.0% 7.0% 8.0% 9.0% 10.0% 11.0% Q2 '13 Q3 '13 Q4 '13 Q1 '14 Q2 '14 * * Estimated

8 Results Driven By: ($millions) Q1 2014 Q2 2014 % Change NII $45.4 $47.2 4% Core Fees* $8.7 $10.4 20% Other Income** $0.9 $0.1 (89%) Total Revenue $55.0 $57.8 5% Total Expenses $33.6 $33.2 (1%) PTPP*** $21.4 $24.6 15% Provision/(Credit) ($1.2) ($5.0) NM Pre-Tax Income $22.6 $29.6 31% Efficiency Ratio**** 59% 55% (4 pts) Private Bank Performance Highlights – Linked Quarter ***Pre-tax, pre-provision income ****Excludes amortization of intangibles; FTE basis *Includes Bank WM&T fees, other private banking fees and gain on sale of loans **Includes gain on sale of investments, OREO and other Impacted by $2.9 million of net recoveries and $1.2 million from portfolio loan sale in Q2 Q2 Gain on sale of portfolio loans contributed $1.6 million Drop in other income due to gain on OREO in Q1

9 Loans By Type: Quarterly Trend $2,213 $2,257 $2,279 $2,277 $2,292 $1,829 $1,877 $1,967 $2,033 $1,931 $797 $788 $866 $852 $883 $- $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 $4,000 $4,500 $5,000 $5,500 Q2 '13 Q3 '13 Q4 '13 Q1 '14 Q2 '14 Resi, Consumer & HELOC CRE & Construction C&I LQ YoY (1%) 6% 4% 11% (5%) 6% 1% 4% $4,839 $4,922 $5,112 $5,162 $5,106 $ in millions

10 Deposits: Quarterly Trend $1,163 $1,390 $1,328 $1,740 $1,321 $497 $472 $537 $554 $588 $2,281 $2,468 $2,625 $2,419 $2,436 $635 $613 $619 $629 $607 $- $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 $4,000 $4,500 $5,000 $5,500 Q2 '13 Q3 '13 Q4 '13 Q1 '14 Q2 '14 Demand Savings & NOW Money Market CDs LQ YoY (7%) 8% (3%) (4%) 1% 7% 6% 18% (24%) 14% $4,576 $4,943 $5,110 $5,342 $4,952 $ in millions

11 ($millions) Q1 2014 Q2 2014 % Change Inv Mgt Fees $11.5 $11.8 3% Total Revenue $11.5 $11.8 3% Operating Expenses $8.3 $9.1 9% Pre-Tax Income from Continuing Operations $3.1 $2.7 (15%) EBITDA Margin 34% 29% (5 Pts) Pre-tax Margin 27% 23% (4 Pts) AUM ($B) $10.5 $10.9 4% Net Flows ($M) ($123) ($54) NM Results Driven By: Investment Management Performance Highlights – Linked Quarter Q2 includes $0.9 million one-time charge to eliminate a recurring fee trail

12 ($millions) Q1 2014 Q2 2014 % Change Wealth Adv Fees $11.5 $12.0 5% Total Revenue $11.5 $12.0 5% Operating Expenses $7.8 $8.1 4% Pre-Tax Income from Continuing Operations $3.7 $3.9 4% EBITDA Margin 34% 35% --- Pre-tax Margin 32% 32% --- AUM ($B) $9.6 $9.8 1% Net Flows ($M) $206 ($37) NM Wealth Advisory Performance Highlights – Linked Quarter Results Driven By: Steady growth and stable pricing Continued margin stability

13 $16 $68 $206 ($37) ($36) $19 $117 $20 $5 ($233) $17 ($38) ($123) ($54) ($228) $52 $147 $103 ($86) ($300) ($200) ($100) $0 $100 $200 $300 Q2 '13 Q3 '13 Q4 '13 Q1 '14 Q2 '14 Investment Managers Private Bank Wealth Advisors Net Flows $41 AUM Net Flows *Assets Under Management/Advisory. $ in millions

Acquisition of Banyan Partners

15 About Banyan Partners Banyan Partners Year Founded 2006 Number of Employees 86 Assets Under Management $3,729 million Assets Under Administration $588 million Total Assets Under Advisement $4,317 million Target Clientele High Net Worth Individuals and Families, Business Owners, Non- Profits and Endowments Services Provided Investment Management, Investment Consulting, Wealth Planning Office Locations Palm Beach Gardens, FL (Corporate Headquarters); Boston, New York, San Francisco, Atlanta, Coral Gables, FL; Naples, FL; Dallas, TX, Madison, WI

16 Strategic Rationale Boston Private Criteria Banyan Attributes Strong Leadership Team: Must be capable of managing transition of legacy Boston Private Bank Wealth Management platform to new investment platform and driving future growth  Deep bench with proven experience founding and growing high performing wealth management companies Focus on High Net Worth Market: Clientele that closely matches distinct private client profile of Boston Private Bank & Trust  High net worth clients account for 85% of relationships Robust Investment Capability: Well-developed, multi-faceted open architecture/hybrid model with sophisticated capabilities  Leverages proprietary and 3rd party strategies to build customized portfolios for clients  Alternatives offered through the manager of managers platform  Streamlined investment process that emphasizes consistency across portfolios Strong Organic Growth Profile: Demonstrated ability to grow organically through diversified distribution channels  2013 and YTD 2014 organic growth of AUM in excess of 15%  Strong positioning in 3rd party referral channels (Fidelity and TD Ameritrade) Scalable Platform: Must be able to fully integrate Boston Private Bank Wealth Management into newly formed company  Robust technology platform and management reporting capabilities  Proven capability in integrating mid-sized wealth management companies across the front office and back office Geographic Overlap: Located in current or contiguous markets  ~50% of AUM is Boston-based  30% of employees, including the Chief Investment Officer and Chief Strategy Officer are based in Boston Accretive to EPS and ROATCE  4% accretive to diluted EPS and 230 bps accretive to ROATCE in year one

17 Key Transaction Terms Transaction  Boston Private Bank & Trust Company is acquiring the assets of Banyan Partners  Banyan will be combined with the existing Boston Private Bank’s Wealth Management business – Combined entity will be a new subsidiary (“NewCo”) of Boston Private Bank & Trust Company  No financing contingencies Purchase Price  Consideration at closing: – 9.0X baseline EBITDA at close – Estimated to be ~$60 million – Consideration mix of 65% cash / 35% BPFH stock  Additional performance based contingent consideration – Earn-out eligibility requires incremental EBITDA of $3 million above and beyond combined baseline at close – Payable in two installments: year-end 2015 and year-end 2016 – Total estimated payments of $15-$20 million – Consideration mix of 55% cash / 45% BPFH stock Closing Conditions  Regulatory and client consents  Closing anticipated Q4-2014

18 Estimated Financial Impact Key Assumptions Purchase Price $60 million Earn-Out Payment ~$15-$20 million Projected Impact Pro-Forma Client Assets at Close (expected) $9 billion Pro-Forma Revenue at Close (expected) $50 million Year 1 Diluted EPS Accretion ~4% Year 1 Return on Average Tangible Equity Accretion ~230 bps Internal Rate of Return ~25% Tier I Common Equity Capital Ratio at Close ~9.5-9.7%

Second Quarter 2014 Results Clayton Deutsch CEO & President David Kaye Chief Financial Officer Mark Thompson CEO, Boston Private Bank & Trust Company July 16, 2014