8-K/A: Beacon Financial Completes Merger, Unveils Pro Forma Financials

Beacon Financial Corporation, formerly Berkshire Hills Bancorp, Inc., completed its merger of equals with Brookline Bancorp, Inc. and filed pro forma financial information.

Summary

• Beacon Financial Corporation (formerly Berkshire Hills Bancorp, Inc.) completed its previously announced merger of equals transaction with Brookline Bancorp, Inc. on September 1, 2025.
• The company changed its name from Berkshire Hills Bancorp, Inc. to Beacon Financial Corporation and its New York Stock Exchange ticker symbol for common stock from BHLB to BBT.
• This Amendment No. 1 to the Initial Filing provides the financial statements and unaudited pro forma combined condensed consolidated financial information required by Item 9.01 of Form 8-K.
• The merger was accounted for as a reverse acquisition, with Brookline treated as the accounting acquirer and Berkshire as the legal acquirer.
• Legacy stockholders of Brookline control approximately 45% of the pro forma voting interests in the surviving corporation.
• Pro forma total assets as of June 30, 2025, are $23,525,771 thousand.
• Pro forma net income for the year ended December 31, 2024, is $135,388 thousand, with basic earnings per share of $1.69.
• Pro forma net income for the six months ended June 30, 2025, is $121,970 thousand, with basic earnings per share of $1.47.
• Estimated pre-tax merger costs are $93.0 million, with a tax impact of $19.1 million, resulting in net merger costs of $73.9 million, which are expected to be recognized over time.

Sentiment

Score: 6

Explanation: The filing is a factual update on a completed merger, providing illustrative pro forma financial information. While not a performance report, the successful completion of a significant strategic transaction and the presentation of combined financials are generally viewed as a positive step, albeit with the caveat that the numbers are pro forma.

Positives

• Completion of the previously announced merger of equals transaction, creating a larger combined entity.
• The combined entity reports pro forma total assets of $23,525,771 thousand as of June 30, 2025, indicating significant scale.
• The pro forma financial statements show positive net income for both the year ended December 31, 2024 ($135,388 thousand) and the six months ended June 30, 2025 ($121,970 thousand).

Negatives

• Estimated pre-tax merger costs of $93.0 million, with net costs of $73.9 million, are expected to be recognized over time, impacting future earnings.
• Significant adjustments to the allowance for credit losses, including a reversal of historical Berkshire's allowance and an increase for estimated lifetime credit losses on purchased credit-deteriorated (PCD) and non-PCD loans, totaling a net adjustment of $(16,654) thousand as of June 30, 2025.

Risks

• The pro forma financial information is illustrative only and does not purport to represent the actual results of operations that would have been achieved had the companies been combined during the periods presented, nor is it intended to project future results.
• The preliminary allocation of the pro forma purchase price is subject to adjustment and may vary significantly from the final purchase price allocation.
• The unaudited pro forma combined condensed consolidated financial information does not consider any potential effects of changes in market conditions on revenues, expense efficiencies, asset dispositions (other than divestitures), and share repurchases, among other factors.
• Estimated merger costs are forward-looking, and the type and amount of actual costs incurred could vary materially from these estimates if future developments differ from underlying assumptions.

Future Outlook

The pro forma financial information is provided for illustrative purposes only and does not purport to represent the actual results of operations that Brookline and Berkshire would have achieved had the companies been combined during the periods presented. It is not intended to project the future results of operations that the combined company may achieve after completion of the merger and does not consider any potential effects of changes in market conditions, expense efficiencies, asset dispositions, or share repurchases.

Management Comments

• Management determined Brookline to be the accounting acquirer for the merger based on factors including the relative voting rights of all equity instruments in the surviving corporation and the intended corporate governance structure.
• Management's estimates for merger costs are forward-looking, and the type and amount of actual costs incurred could vary materially from these estimates if future developments differ from the underlying assumptions.

Industry Context

The merger of equals transaction reflects a broader trend in the banking sector towards consolidation, driven by the desire to achieve greater scale, enhance market presence, and potentially realize cost synergies. The formation of Beacon Financial Corporation, with pro forma total assets exceeding $23.5 billion, positions it as a larger regional banking entity, potentially enabling it to compete more effectively and leverage combined resources in a competitive financial landscape.

Comparison to Industry Standards

• The filing focuses on the pro forma financial impact of the merger and does not provide specific comparable companies, projects, or results to benchmark against industry standards.

Management Changes

Corporate Governance

Stakeholder Impact

• **Shareholders:** Legacy shareholders of both Berkshire and Brookline now hold shares in the combined Beacon Financial Corporation, with Brookline legacy stockholders holding approximately 45% of voting interests, indicating a significant shift in ownership structure and potential influence.
• **Employees:** The estimated merger and restructuring expenses, including change in control and severance contracts ($50.4 million), suggest potential workforce adjustments and impacts on employees from both legacy companies.
• **Customers:** The merger creates a larger banking entity with combined resources, potentially leading to an expanded range of services, a broader branch network, or changes in customer service operations.
• **Creditors:** The combined entity presents a significantly larger balance sheet with pro forma total assets of over $23.5 billion and total liabilities of over $21.1 billion, which could alter its overall credit profile and risk assessment.

Next Steps

• Recognition of estimated merger costs over time as they are incurred.
• Finalization of the purchase price allocation, which is currently preliminary and subject to adjustment.

Key Dates

Keywords

Merger of equals, Banking, Financial services, Pro forma financials, SEC filing, 8-K/A, Acquisition accounting, Goodwill, Intangible assets, Credit losses, Beacon Financial Corporation, Brookline Bancorp, Berkshire Hills Bancorp