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): May 21, 2019

Boston Private Financial Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Massachusetts	001-35070	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))

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)

o    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. o

Item 7.01.    Regulation FD Disclosure

Boston Private Bank & Trust Company (the “Bank”), a wholly-owned subsidiary of Boston Private Financial Holdings, Inc. (“Boston Private”), has prepared a brochure containing information relating to the Bank’s financial highlights as of March 31, 2019. It is expected that this brochure will be provided to existing clients of the Bank, and also to prospective clients or others, upon their request. The brochure consists of an unaudited balance sheet and financial metrics, including capital ratios, reflecting the Bank’s financial position as of March 31, 2019. The brochure is furnished herewith as Exhibit 99.1 and is incorporated into this Item 7.01 by reference in its entirety.

The information in this Current Report on Form 8-K (including the exhibit hereto) is furnished pursuant to Item 7 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing of Boston Private under the Securities Act of 1933, as amended. Furthermore, the furnishing of this Current Report on Form 8-K is not intended to constitute a determination by Boston Private that the information contained herein (including the exhibits hereto) is material or that the dissemination of such information is required by Regulation FD.

The brochure (furnished herewith as Exhibit 99.1) contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include all statements, estimates, projections, expectations or predictions about future events and often include words such as “estimate,” “projects,” “will,” “targets,” “expects,” and other words or expressions indicating statements about the future. Reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are in some cases beyond the control of Boston Private, and which may cause the actual results, performance or achievements of Boston Private to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. Boston Private disclaims any obligation to update any of the forward-looking statements contained herein to reflect future events or developments.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits.

99.1    Brochure Entitled “Quarterly Statement of Financial Condition”

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/ STEVEN M. GAVEN
	Name:	Steven M. Gaven
	Title:	Executive Vice President, Chief Financial Officer
Date: May 21, 2019

EXHIBIT INDEX

    Exhibit

No.Description

99.1     Brochure Entitled “Quarterly Statement of Financial Condition”

EX-99.1

Quarterly Statement of FINANCIAL CONDITION for Boston Private Bank & Trust Company First Quarter 2019 BOSTON PRIVATE offers a full spectrum of wealth, trust, and banking services designed to FINANCIAL HIGHLIGHTS (as of 3/31/2019) give you one trusted resource to help simplify and strengthen your financial life. $7.6 Billion Assets Under Management1 Every individual and organization has a different reason WHY they work so hard. At Boston Private, we strive to understand what drives our clients, so $6.8 Billion Total Deposits that we can help them live and work the way they want. Understanding what our clients’ wealth is really for enables us to formulate a custom strategy $6.9 Billion and solution to help them achieve their goals, Total Loans hopes and dreams for today and tomorrow. Headquartered in Boston, we serve clients from 9.05% Tier 1 Leverage Capital Ratio our offices located in the major markets of Greater (Above the 5.00% required Boston, San Francisco, San Jose, Los Angeles, and by the FDIC to be well-capitalized) Palm Beach Gardens.2 Capital ratios in excess of levels Asset Low levels of problem loans due Capital banking regulators consider to be to our underwriting standards. Quality Base well-capitalized. $3.0 billion of cash, high-quality Liquidity unpledged investment securities, IDC Superior Profile and borrowing capacity from the Rating3 Federal Home Loan Bank. bostonprivate.com

The financial highlights and condensed balance sheet below demonstrate the overall financial strength of Boston Private Bank & Trust Company as of March 31, 2019. CAPITAL BASE (as of 3/31/2019) 0.14 CAPITAL 3/31/19 13.31% 12.12% 12.12% Total Risk-Based 13.31% 0.12 Tier 1 Risk-Based 12.12% 10% 0.1 Common Equity Tier 1 12.12% 9.05% 8% 0.08 Tier 1 Leverage 9.05% 6.5% 0.06 5% Well-Capitalized 0.04 Boston Private Bank 0.02 & Trust Company 0 Total Risk-Based Tier 1 Risk-Based Common Equity Tier 1 Tier 1 Leverage CONDENSED BALANCE SHEET ($ in thousands) LIABILITIES & ASSETS 3/31/2019 3/31/2019 SHAREHOLDER’S EQUITY CASH & INVESTMENTS $1,132,446 DEPOSITS Demand Deposits $2,063,352 LOANS NOW 562,464 Loans held for sale 280 Savings & Money Market 3,417,059 Commercial & Construction 3,714,528 Certificate of Deposit 788,351 Residential Mortgage 2,993,132 Total Deposits 6,831,226 Home Equity and Consumer 219,308 BORROWINGS 673,399 Total Loans 6,926,968 Less: Allowance for loan losses (73,814 ) OTHER LIABILITIES 179,597 Net Loans 6,853,154 7,684,222 OTHER ASSETS 496,060 TOTAL LIABILITIES TOTAL ASSETS $8,481,940 SHAREHOLDER’S EQUITY 797,718 TOTAL $8,481,940 LIABILITIES AND EQUITY 1Assets under management as of March 31, 2019 includes certain assets held in custody by Boston Private Bank & Trust Company, as well as assets under advisement by Boston Private Wealth LLC. 2 Certain offices may offer only wealth management or private banking services. 3As of December 31, 2018, Boston Private Bank & Trust Company’s safety and soundness was ranked “Superior” according to IDC Financial Publishing. As part of an independent third-party assessment of Boston Private Bank & Trust Company, IDC Financial Publishing, Inc. (IDC), a bank rating agency, has been rating the safety and soundness of banks since 1985. Every quarter, IDC calculates a one-number rank for over 13,000 financial institutions, using 24 key financial ratios. Bank safety ratings fall into one of six categories: Superior, Excellent, Average, Below Average, Lowest Ratios, and Rank of One. Private Banking and Trust services are offered through Boston Private Bank & Trust Company, a Massachusetts Chartered Trust Company. Wealth Management services are offered through Boston Private Wealth LLC, an SEC Registered Investment Adviser and wholly-owned subsidiary of Boston Private Bank & Trust Company. Boston Private Wealth LLC, Boston Private Bank & Trust Company, their affiliates and their staff do not provide tax, accounting or legal advice. Investments are Not FDIC Insured, Not Guaranteed and May Lose Value. 00001_20190429