Brookline Bancorp : Investor Presentation - Merger of Equals

Published: 2024-12-16 08:52:04 ET BRKL

Berkshire Hills Bancorp, Inc. and Brookline Bancorp, Inc.

Merger of Equals

December 2024

Disclaimer

Additional Information and Where To Find It

This communication is being made with respect to the proposed transaction involving Berkshire and Brookline. This material is not a solicitation of any vote or approval of the Berkshire or Brookline stockholders and is not a substitute for the joint proxy statement/prospectus or any other documents that Berkshire and Brookline may send to their respective stockholders in connection with the proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

In connection with the proposed transaction between Berkshire and Brookline, Berkshire will file with the SEC a Registration Statement on Form S-4 (the "Registration Statement") that will include a joint proxy statement for the respective special meetings of Berkshire's and Brookline's stockholders to approve the proposed transaction and that will also constitute a prospectus for the Berkshire common stock that will be issued in the proposed transaction, as well as other relevant documents concerning the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND STOCKHOLDERS OF BERKSHIRE AND BROOKLINE ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Berkshire and Brookline will each mail the joint proxy statement/prospectus to its stockholders. Stockholders are also urged to carefully review and consider Berkshire's and Brookline's public filings with the SEC, including, but not limited to, their respective proxy statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Copies of the Registration Statement and of the joint proxy statement/prospectus and other filings incorporated by reference therein, as well as other filings containing information about Berkshire and Brookline, can be obtained, free of charge, as they become available at the SEC's website (http://www.sec.gov). Copies of the joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to Kevin Conn, 60 State Street, Boston, MA 02109, (617) 641-9206 or to Carl Carlson, 131 Clarendon Street, Boston, MA 02116, (617) 425-5331.

Participants in the Solicitation

Berkshire, Brookline, and certain of their respective directors, executive officers and employees may, under the SEC's rules, be deemed to be participants in the solicitation of proxies from the stockholders of Brookline and stockholders of Berkshire in connection with the proposed transaction. Information regarding Berkshire's directors and executive officers is available in its definitive proxy statement relating to its 2024 Annual Meeting of Stockholders, which was filed with the SEC on April 5, 2024, and its Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 28, 2024, and other documents filed by Berkshire with the SEC. Information regarding Brookline's directors and executive officers is available in its definitive proxy statement relating to its 2024 Annual Meeting of Stockholders, which was filed with the SEC on March 29, 2024, and its Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 27, 2024, as amended on March 4, 2024 and other documents filed by Brookline with the SEC. Other information regarding the persons who may, under the SEC's rules, be deemed to be participants in the proxy solicitation of Brookline's stockholders in connection with the proposed transaction, and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus regarding the proposed transaction and other relevant materials filed with the SEC when they become available, which may be obtained free of charge as described in the preceding paragraph.

Today's Presenters

Paul Perrault

Chief Executive Officer and

Chair of the Board of

Brookline Bancorp, Inc.

Carl Carlson

Co-President and

Chief Financial Officer of

Brookline Bancorp, Inc.

Michael McCurdy

Co-President and

Chief Operating Officer of

Brookline Bancorp, Inc.

Nitin Mhatre

President and

Chief Executive Officer of

Berkshire Hills Bancorp, Inc.

Sean Gray

Chief Operating Officer of

Berkshire Hills Bancorp, Inc. &

President of Berkshire Bank

Deep and Experienced Leadership Team

Combined Executive Management Team

Pro Forma Board Split

Paul Perrault

President &

Chief Executive

Officer

Carl Carlson

Chief Financial

Officer

Michael

McCurdy

Chief Banking

Officer

Mark Meiklejohn

Chief Credit Officer

Ashlee Flores

Chief Risk Officer

Sean Gray

Chief Operating

Officer

Wm. Gordon

Prescott

General Counsel

Jacqueline

Courtwright

Chief HR Officer

8 8

BHLB BRKL

Directors Directors

David Brunelle

Chair

Creating a Premier Northeast Franchise

Increased Scale

$24B

$19B

$18B

Assets

Loans

Deposits

9.8%

148

$2.6B

CET1

Branches

Market cap

Enhanced Performance

1.28%

16.5%

48%

'26 ROAA

'26 ROATCE

'26 Efficiency

Compelling Metrics

$323M

40%

23%

'26 Net

'26 GAAP EPS

'26 Cash

income

Acc.

EPS Acc.

CT RI

BHLB (83)

2.9 years

25%

BRKL (65)

Earnback

IRR

Massachusetts

New York

Rhode Island

Connecticut

Vermont

$10.8B Deposits

$3.3B Deposits

$2.8B Deposits

$1.4B Deposits

$0.4B Deposits

70 Branches

29 Branches

26 Branches

18 Branches

5 Branches

Source: S&P Capital IQ Pro

Note 1: State deposit data as of June 30, 2024, pro forma for branch sales Berkshire executed and closed earlier in 2024

Note 2: Pro forma financial highlights includes impact of purchase accounting adjustments, cost savings and $100 million common equity capital raise

Merger Rationale | Partnering to Create Value

Strategically

Compelling

Increased

Scale

Enhanced

Performance

Financially Compelling

Operational

Strength

Transaction Summary

Merger

Structure

Consideration

Equity Raise

Ownership

Board

Composition

and Leadership

Timing and

Approvals

•

Chairman (Berkshire):

David Brunelle

•

President & CEO (Brookline):

Paul Perrault

(1) Utilizing Berkshire's closing price of $30.20 as of December 13, 2024

Brookline Bancorp, Inc. (NASDAQ: BRKL) Overview

Company Description

Q3 2024 Financial Highlights

$11.7B

$9.8B

$8.7B

Assets

Loans

Deposits

0.70%

9.0%

3.07%

ROAA

ROATCE

NIM

63%

0.62%

$1.1B

Efficiency ratio

NPAs / Assets

Market Cap1

Branch Footprint

BRKL (65)

Source: S&P Capital IQ Pro

1. Market capitalization as of December 13, 2024

Loan and Deposit Composition

Consumer

CDs

Resi RE

30%

MMA

11% $9.8B

CRE

$8.7B

24%

Loans

59%

Deposits NIB

C&I

19%

25%

Savings

NOW

20%

Berkshire Hills Bancorp, Inc. (NYSE: BHLB) Overview

Company Description

Branch Footprint

BHLB (83)

Source: S&P Capital IQ Pro

Q3 2024 Financial Highlights

$11.6B $9.2B $9.6B

AssetsLoansDeposits

0.85% 9.9% 3.16%

ROAA1

ROATCE1

NIM

64%

0.23%

$1.3B

Efficiency ratio

NPAs / Assets

Market Cap2

Loan and Deposit Composition

Consumer

CDs

CRE

26%

$9.2B

51%

MMA32%

$9.6B

Resi RE

Loans

Deposits NIB

30%

24%

C&I

Savings NOW

15%

10%

Disclaimer

Brookline Bancorp Inc. published this content on December 16, 2024, and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on December 16, 2024 at 13:51:02.403.