BBT 8-K/A
Beacon Financial Corp (BBT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Explanatory Note
On September 2, 2025, Beacon Financial Corporation, previously known as “Berkshire Hills Bancorp, Inc.”, a Delaware corporation, (the “Company” or “Beacon Financial”) filed a Current Report on Form 8-K (the “Initial Filing”) to report that on September 1, 2025, the Company completed its the previously announced merger of equals transaction with Brookline Bancorp, Inc., a Delaware corporation (“Brookline”), pursuant to the Agreement and Plan of Merger, dated as of December 16, 2024, by and among the Company, Commerce Acquisition Sub, Inc. and Brookline (the “Merger Agreement”). Pursuant to the Merger Agreement, Commerce Acquisition Sub, Inc. merged with and into Brookline (the “Merger”), immediately followed by the merger of Brookline with and into the Company (the “Holdco Merger” and collectively with the Merger, the “Mergers”), with the Company as the resulting corporation. The Company also changed its name from “Berkshire Hills Bancorp, Inc.” to “Beacon Financial Corporation.” Immediately following the closing of the Mergers, the Company changed its New York Stock Exchange ticker symbol for its common stock, par value $0.01 per share, from “BHLB” to “BBT.”
This Amendment No. 1 to the Initial Filing (the “Amendment”) is being filed to provide the financial statements and pro forma financial information required by Item 9.01 of Form 8-K.
The pro forma financial information included in this Amendment has been presented for informational purposes only, as required by Form 8-K. It 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 in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after completion of the Merger. The pro forma financial information combines the historical consolidated financial position and results of operations of Brookline and Berkshire as a reverse acquisition of Berkshire by Brookline.
Except as described above, no other changes have been made to the Initial Filing.
| Item 9.01 | Financial Statements and Exhibits |
(a) Financial Statements of Business Acquired.
The historical audited consolidated financial statements of Brookline for the years ended December 31, 2024 and 2023, are filed as Exhibit 99.1 hereto and incorporated by reference into this Item 9.01(a).
The historical unaudited interim financial statements of Brookline for the six months ended June 30, 2025, are filed as Exhibit 99.2 hereto and incorporated by reference into this Item 9.01(a).
(b) Pro Forma Financial Information.
The pro forma financial information required by Item 9.01(b) of Form 8-K are attached hereto as Exhibit 99.3 and incorporated herein by reference into this Item 9.01(b).
The unaudited pro forma combined condensed consolidated financial information giving effect to the Mergers is furnished under this Item 9.01(b) as Exhibit 99.3 attached hereto, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability of such section, nor shall be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Exchange Act the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 17, 2025 | BEACON FINANCIAL CORPORATION | |
| By: | /s/ Carl M. Carlson | |
| Carl M. Carlson | ||
| Chief Financial & Strategy Officer | ||
Exhibit 23.1
| KPMG LLP | |
| Two Financial Center | |
| 60 South Street | |
| Boston, MA 02111 |
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Current Report on Form 8-K/A of our reports dated March 3, 2025, with respect to the consolidated financial statements of Brookline Bancorp, Inc. and the effectiveness of internal control over financial reporting.
Boston, Massachusetts
November 17, 2025
| KPMG LLP, a Delaware limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. |
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On December 16, 2024, Beacon Financial Corporation, a Delaware corporation previously known as “Berkshire Hills Bancorp, Inc.” (“Berkshire”), Commerce Acquisition Sub, Inc., a direct, wholly-owned subsidiary of Berkshire (“Merger Sub”), and Brookline Bancorp, Inc., a Delaware corporation (“Brookline”) entered into a merger agreement (the “Merger Agreement”). Pursuant to the Merger Agreement, on September 1, 2025, Merger Sub merged with and into Brookline, with Brookline as the surviving corporation (the “Merger”), immediately followed by the merger of Brookline with and into Berkshire, with Berkshire as the surviving corporation (the “Holdco Merger” and collectively with the Merger, the “Mergers”).
The unaudited pro forma combined condensed consolidated financial information assumes that the Mergers were accounted for as a reverse acquisition using the acquisition method of accounting, pursuant to FASB Topic 805-10, Business Combinations, with Berkshire treated as the legal acquirer and Brookline treated as the accounting acquirer. In identifying Brookline as the acquiring entity for accounting purposes, Berkshire and Brookline took into account a number of factors, including the relative voting rights of all equity instruments in the surviving corporation and the intended corporate governance structure of the surviving corporation. Following the Mergers, legacy stockholders of Brookline controlled approximately 45% of the pro forma voting interests in the surviving corporation (based on common shares outstanding as of December 31, 2024). However, no single factor was the sole determinant in the overall conclusion that Brookline is the acquirer for accounting purposes; rather all factors were considered in arriving at such conclusion. See the section entitled “Description of the Mergers — Accounting Treatment of the Mergers” beginning on page 103 of Berkshire and Brookline’s joint proxy statement/prospectus. Under the acquisition method of accounting, the assets and liabilities of Berkshire, as the accounting acquiree, were recorded at their respective fair values as of the date the Mergers were completed.
The unaudited pro forma combined condensed consolidated balance sheet combines the historical information of Berkshire and Brookline as of June 30, 2025 and assumes that the Mergers were completed on that date. The unaudited pro forma combined condensed consolidated income statements combine the historical financial information of Berkshire and Brookline and give effect to the Mergers as if the Mergers had been completed as of January 1, 2024, for the year ended December 31, 2024 and for the six months ended June 30, 2025.
The unaudited pro forma combined condensed consolidated financial information is provided for illustrative information purposes only. The unaudited pro forma combined condensed consolidated financial information is not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the Mergers been completed as of the dates indicated or that may be achieved in the future. The unaudited pro forma combined condensed consolidated financial information has been prepared in accordance with Regulation S-X Article 11, Pro Forma Financial. The adjustments made related to the fair value determinations are preliminary with the exception of those assets and liabilities where carrying value has been determined to reasonably represent fair value.
The unaudited pro forma combined condensed consolidated financial information also does not consider any potential effects of changes in market conditions on revenues, expense efficiencies, asset dispositions (other than the divestitures), and share repurchases, among other factors. In addition, as explained in more detail in the accompanying notes, the preliminary allocation of the pro forma purchase price reflected in the unaudited pro forma combined condensed consolidated financial information is subject to adjustment and may vary significantly from the final purchase price allocation.
The unaudited pro forma combined condensed consolidated financial information are based on and should be read in conjunction with (i) the historical audited consolidated financial statements of Berkshire and accompanying notes included in Berkshire's Annual Report on Form 10-K for the year ended December 31, 2024, (ii) the historical unaudited consolidated financial statements of Berkshire and accompanying notes included in Berkshire's quarterly report on Form 10-Q for the six months ended June 30, 2025, (iii) the historical audited consolidated financial statements of Brookline and accompanying notes included in Brookline’s Annual Report on Form 10-K for the year ended December 31, 2024, and (iv) the historical unaudited consolidated financial statements of Brookline and accompanying notes included in Brookline’s quarterly report on Form 10-Q for the six months ended June 30, 2025.
BEACON FINANCIAL CORPORATION
CONDENSED CONSOLIDATED PRO FORMA STATEMENTS OF FINANCIAL CONDITION (Unaudited)
(in thousands)
| At June 30, 2025 | ||||||||||||||||||
| Brookline | Berkshire | Adjustments (1) | Pro forma | |||||||||||||||
| Assets | ||||||||||||||||||
| Cash and short term investments | $ | 506,748 | $ | 802,731 | $ | - | $ | 1,309,479 | ||||||||||
| Net Securities | 866,587 | 1,172,467 | (67,850 | ) | (2) | 1,971,204 | ||||||||||||
| Loans Held for Sale | - | 4,014 | 4,014 | |||||||||||||||
| Loans, net of deferred fees and costs | 9,582,374 | 9,498,849 | (361,843 | ) | (3) | 18,719,380 | ||||||||||||
| Allowance for credit losses | (126,725 | ) | (117,344 | ) | (16,654 | ) | (4) | (260,723 | ) | |||||||||
| Bank premises and equipment | 83,963 | 58,439 | 8,973 | (5) | 151,375 | |||||||||||||
| Goodwill | 241,222 | - | 112,248 | (6) | 353,470 | |||||||||||||
| Identifiable intangible assets | 14,600 | 12,809 | 176,358 | (7) | 203,767 | |||||||||||||
| Other assets | 399,976 | 602,783 | 71,045 | (8) | 1,073,804 | |||||||||||||
| Total Assets | $ | 11,568,745 | $ | 12,034,748 | $ | (77,722 | ) | $ | 23,525,771 | |||||||||
| Liabilities | ||||||||||||||||||
| Deposits | $ | 8,961,202 | $ | 9,979,031 | (4,600 | ) | (9) | $ | 18,935,633 | |||||||||
| Borrowings | 1,155,051 | 585,597 | (7,464 | ) | (10) | 1,733,184 | ||||||||||||
| Other liabilities | $ | 198,321 | $ | 247,809 | 3,740 | (11) & (12) | $ | 449,870 | ||||||||||
| Stockholders’ equity | 1,254,171 | 1,222,311 | (69,398 | ) | (13) | 2,407,084 | ||||||||||||
| Total Liabilities and Shareholders’ Equity | $ | 11,568,745 | $ | 12,034,748 | $ | (77,722 | ) | $ | 23,525,771 | |||||||||
| Outstanding Shares | 89,958,939 | 46,302,528 | # | (52,176,185 | ) | (14) | 84,085,282 | |||||||||||
BEACON FINANCIAL CORPORATION
CONDENSED CONSOLIDATED PRO FORMA STATEMENTS OF INCOME (Unaudited)
(in thousands, except for share data)
| Twelve Months Ended December 31, 2024 | ||||||||||||||||||
| Brookline | Berkshire | Adjustments (1)(2) | Pro forma | |||||||||||||||
| INTEREST AND DIVIDEND INCOME | ||||||||||||||||||
| Loans and leases | $ | 587,929 | $ | 556,527 | $ | 54,157 | (15) | $ | 1,198,613 | |||||||||
| Debt and equity securities | 40,592 | 57,411 | 25,511 | (16) | 123,514 | |||||||||||||
| Total Interest and Dividend Income | 628,521 | 613,938 | 79,668 | 1,322,127 | ||||||||||||||
| INTEREST EXPENSE | ||||||||||||||||||
| Deposits | 232,963 | 228,015 | 3,033 | (17) | 464,011 | |||||||||||||
| Borrowed Funds | 65,973 | 34,337 | 1,163 | (18) | 101,473 | |||||||||||||
| Total Interest Expense | 298,936 | 262,352 | 4,196 | 565,484 | ||||||||||||||
| Net Interest Income | 329,585 | 351,586 | 75,472 | 756,643 | ||||||||||||||
| Less Provision for Credit Losses | 21,644 | 23,999 | 53,903 | (19) | 99,546 | |||||||||||||
| Net Interest Income after Provision for Loan Losses | 307,941 | 327,587 | 21,569 | 657,097 | ||||||||||||||
| NONINTEREST INCOME | ||||||||||||||||||
| Deposit Fees | 10,548 | 33,759 | - | 44,307 | ||||||||||||||
| Loans Fees | 4,052 | 11,280 | - | 15,332 | ||||||||||||||
| Gain (Loss) on investment securities, net | - | (49,937 | ) | - | (49,937 | ) | ||||||||||||
| Gain on sales of loans | 951 | 12,648 | - | 13,599 | ||||||||||||||
| Gain on sale of business operations and assets net | - | 16,241 | - | 16,241 | ||||||||||||||
| Other noninterest income | 10,064 | 24,423 | - | 34,487 | ||||||||||||||
| Total Noninterest Income | 25,615 | 48,414 | - | 74,029 | ||||||||||||||
| NONINTEREST EXPENSE | ||||||||||||||||||
| Compensation and employee benefits | 143,723 | 160,453 | - | 304,176 | ||||||||||||||
| Occupancy, equipment and data processing | 49,430 | 71,864 | (533 | ) | (20) | 120,761 | ||||||||||||
| Professional services | 7,133 | 10,307 | - | 17,440 | ||||||||||||||
| FDIC assessment | 8,044 | 7,395 | - | 15,439 | ||||||||||||||
| Advertising and marketing | 5,240 | 4,522 | - | 9,762 | ||||||||||||||
| Amortization of identified intangible assets | 6,746 | 4,601 | 24,386 | (21) | 35,733 | |||||||||||||
| Merger and restructuring expense | 4,201 | 9,493 | (9,935 | ) | (22) | 3,759 | ||||||||||||
| Other noninterest expense | 17,348 | 27,851 | - | 45,199 | ||||||||||||||
| Total Noninterest Expense | 241,865 | 296,486 | 13,918 | 552,269 | ||||||||||||||
| Income Before Income Taxes | 91,691 | 79,515 | 7,651 | 178,857 | ||||||||||||||
| Provision For Income Taxes | 22,976 | 18,512 | 1,981 | (23) | 43,469 | |||||||||||||
| NET INCOME | $ | 68,715 | $ | 61,003 | $ | 5,670 | $ | 135,388 | ||||||||||
| Basic Earnings Per Share | $ | 0.77 | $ | 1.44 | $ | 1.69 | ||||||||||||
| Diluted Earnings Per Share | $ | 0.77 | $ | 1.43 | $ | 1.69 | ||||||||||||
| Basic Average Shares | 88,983 | 42,508 | (51,610 | ) | (14) | 79,881 | ||||||||||||
| Diluted Average Shares | 89,302 | 42,761 | (51,795 | ) | (14) | 80,268 | ||||||||||||
BEACON FINANCIAL CORPORATION
CONDENSED CONSOLIDATED PRO FORMA STATEMENTS OF INCOME (Unaudited)
(in thousands, except for share data)
| Six Months Ended June 30, 2025 | ||||||||||||||||||
| Brookline | Berkshire | Adjustments (1)(2) | Proforma | |||||||||||||||
| INTEREST AND DIVIDEND INCOME | ||||||||||||||||||
| Loans and leases | $ | 287,242 | $ | 273,353 | $ | 27,079 | (24) | $ | 587,674 | |||||||||
| Debt and equity securities and other investment | 20,558 | 26,446 | 12,756 | (25) | 59,760 | |||||||||||||
| Total Interest and Dividend Income | 307,800 | 299,799 | 39,834 | 647,433 | ||||||||||||||
| INTEREST EXPENSE | ||||||||||||||||||
| Deposits | 106,160 | 105,511 | 489 | (26) | 212,160 | |||||||||||||
| Borrowed Funds | 27,125 | 12,596 | 528 | (27) | 40,249 | |||||||||||||
| Total Interest Expense | 133,285 | 118,107 | 1,017 | 252,409 | ||||||||||||||
| Net Interest Income | 174,515 | 181,692 | 38,817 | 395,024 | ||||||||||||||
| Less Provision for Credit Losses | 12,986 | 9,500 | - | 22,486 | ||||||||||||||
| Net Interest Income after Provision for Loan Losses | 161,529 | 172,192 | 38,817 | 372,538 | ||||||||||||||
| NONINTEREST INCOME | ||||||||||||||||||
| Deposit Fees | 4,833 | 16,142 | - | 20,975 | ||||||||||||||
| Loans Fees | 931 | 8,887 | - | 9,818 | ||||||||||||||
| Gain (Loss) on investment securities, net | - | - | - | - | ||||||||||||||
| Gain on sales of loans | 288 | 5,564 | - | 5,852 | ||||||||||||||
| Other noninterest income | 5,578 | 11,831 | - | 17,409 | ||||||||||||||
| Total Noninterest Income | 11,630 | 42,424 | - | 54,054 | ||||||||||||||
| NONINTEREST EXPENSE | ||||||||||||||||||
| Compensation and employee benefits | 71,000 | 79,938 | - | 150,938 | ||||||||||||||
| Occupancy, equipment and data processing | 24,923 | 34,690 | (266 | ) | (28) | 59,347 | ||||||||||||
| Professional services | 3,197 | 2,675 | - | 5,872 | ||||||||||||||
| FDIC assessment | 3,917 | 3,275 | - | 7,192 | ||||||||||||||
| Advertising and marketing | 2,239 | 2,808 | - | 5,047 | ||||||||||||||
| Amortization of identified intangible assets | 2,861 | 2,256 | 11,030 | (29) | 16,147 | |||||||||||||
| Merger and restructuring expense | 1,410 | 3,945 | (5,355 | ) | (30) | - | ||||||||||||
| Other noninterest expense | 8,536 | 8,923 | - | 17,459 | ||||||||||||||
| Total Noninterest Expense | 118,083 | 138,510 | 5,409 | 262,002 | ||||||||||||||
| Income Before Income Taxes | 55,076 | 76,106 | 33,408 | 164,590 | ||||||||||||||
| Provision For Income Taxes | 13,950 | 20,021 | 8,649 | (31) | 42,620 | |||||||||||||
| NET INCOME | $ | 41,126 | $ | 56,085 | $ | 24,759 | $ | 121,970 | ||||||||||
| Basic Earnings Per Share | $ | 0.46 | $ | 1.23 | $ | 1.47 | ||||||||||||
| Diluted Earnings Per Share | $ | 0.46 | $ | 1.22 | $ | 1.46 | ||||||||||||
| Basic Average Shares | 89,104 | 45,731 | (51,680 | ) | (14) | 83,155 | ||||||||||||
| Diluted Average Shares | 89,590 | 46,042 | (51,962 | ) | (14) | 83,670 | ||||||||||||
Notes to Pro Forma Combined Condensed Consolidated Financial Statements (Unaudited)
| 1 | Estimated merger costs of $73.9 million (net of $19.1 million of taxes) are excluded from the pro forma financial statements. It is expected these costs will be recognized over time. These cost estimates for both the Company are forward-looking. The type and amount of actual costs incurred could vary materially from these estimates if future developments differ from the underlying assumptions used by management in determining the current estimate of these costs. The current estimates of the merger costs, primarily comprised of anticipated cash charges, are as follows: |
| Change in control contract and severance contracts | $ | 50.4 | ||
| Termination of vendor and system contracts | 16.2 | |||
| Professional and legal fees | 21.4 | |||
| Other acquisition related expenses | 5.1 | |||
| Pre-tax merger costs | 93.0 | |||
| Tax impact of merger costs | 19.1 | |||
| Merger costs | 73.9 |
| 2 | Adjustment to reflect the estimated fair value of securities classified as held to maturity as of June 30, 2025 as well as removal of deferred fees, cost and premiums |
| 3 | Adjustment to reflect acquired loans at their estimated fair value, including current interest rates and liquidity, as well as the credit related adjustment for non-purchased credit-deteriorated ("non-PCD") loans |
| 4 | Adjustments to the allowance for credit losses include the following: |
| Reversal of historical Berkshire's allowance for credit losses | 117,344 | |||
| Increase in allowance for credit losses for gross-up of estimated lifetime credit losses for purchased credit-deteriorated (“PCD”) loans and leases, inclusive of previously charged-off loans. | (80,311 | ) | ||
| Immediate charge-off of previously charged-off loans | 15,800 | |||
| Provision for estimate of lifetime credit losses on non-PCD loans and leases | (69,487 | ) | ||
| (16,654 | ) |
| 5 | Adjustment to reflect bank premises and equipment values to their estimated fair value. |
| 6 | Adjustment to establish $112 million of goodwill for amount of consideration paid in excess of fair value of assets received over liabilities assumed. |
| 7 | Adjustment to reflect core deposit and customer relationship intangibles at the estimated fair value and eliminate historical Berkshire intangible assets. |
| 8 | Adjustments to the other assets include the following: |
| Reversal of historical Berkshire Right of Use Asset. | (46,021 | ) | ||
| Establish Berkshire Right of Use Asset at estimated fair value. | 43,177 | |||
| Adjustment to Servicing Right Asset | 6,011 | |||
| Other Day 1 Adjustments | 4,527 | |||
| Adjustment to net deferred tax assets due to the business combination and day 1 CECL reserves | 63,351.47 | |||
| 71,045 | ||||
| 9 | Adjustment to reflect the estimate of fair value on time deposits and eliminate historical Berkshire premiums or discounts. |
| 10 | Adjustment to reflect the fair value of borrowings at current market rates. |
| 11 | Establish the day 1 reserve for unfunded credits under CECL. |
| 12 | Adjustment to reverse historical Berkshire lease liabilities; and record lease liabilities at current market rates, and book accrued liability associated with the payment of Buyer success fee |
| Reverse historical lease liability | (49,283 | ) | ||
| Acquired accrued expense for Berkshire Success Fee | 6,022 | |||
| Record lease liability at current market rates | 47,341 | |||
| To record fair value of Back-to-back hedges | 315 | |||
| 4,395 |
| 13 | Adjustments to stockholders’ equity: |
| To eliminate Berkshire’s stockholders’ equity | (1,222,311 | ) | ||
| To reflect purchase price consideration including accruals | 1,210,647 | |||
| Adjustment to record provision for credit losses on non-PCD acquired loans and leases, net of tax | (57,734 | ) | ||
| (69,398 | ) |
| 14 | Adjustment to convert Brookline shares at the stated exchange rate of .42 share of Beacon per share of Brookline |
| 15 | Adjustment reflects the estimated yield adjustment for interest income on loans. |
| 16 | Adjustment reflects the estimated yield adjustment for interest income on securities. |
| 17 | Adjustment reflects the estimated yield adjustment for interest expense on deposits. |
| 18 | Adjustment reflects the estimated yield adjustment for interest expense on borrowings. |
| 19 | Adjustment to record day 1 provision for credit losses on non-PCD acquired loans and leases of $69.5 million and reserve for unfunded credits of $8.4 million and the elimination of the historical provision for credit losses of $24.0 million . |
| 20 | Adjustment reflects the estimated net impact associated with the fair value adjustment for the acquired bank premises and equipment; and the change in right of use assets and lease liabilities. |
| 21 | Adjustment reflects the net increase, after removal of legacy Berkshire balances, in amortization of intangible assets for the acquired core deposit intangible and the customer relationship intangible both on a twelve years sum of years digit basis. |
| 22 | Merger and restructuring expenses, which are non-recurring expenses, charged against income for the year ended December 31, 2024 and incurred during the 4th Quarter have been eliminated from the pro forma statements of income. Those cost associated prior to Q4 were deemed related to other activities. |
| 23 | Adjustment represents income tax expense on the pro-forma adjustments at an estimated rate of 25.89%. |
| 24 | Adjustment reflects the estimated yield adjustment for interest income on loans. |
| 25 | Adjustment reflects the estimated yield adjustment for interest income on securities. |
| 26 | Adjustment reflects the estimated yield adjustment for interest expense on deposits. |
| 27 | Adjustment reflects the estimated yield adjustment for interest expense on borrowings. |
| 28 | Adjustment reflects the estimated net impact associated with the fair value adjustment for the acquired bank premises and equipment; and the change in right of use assets and lease liabilities. |
| 29 | Adjustment reflects the net increase, after removal of legacy Berkshire balances, in amortization of intangible assets for the acquired core deposit intangible and the customer relationship intangible both on a twelve years sum of years digit basis. |
| 30 | Merger and restructuring expenses, which are non-recurring expenses, charged against income for the year ended June 30, 2025 have been eliminated from the pro forma statements of income. |
| 31 | Adjustment represents income tax expense on the pro-forma adjustments at an estimated rate of 25.89%. |