Berkshire Hills Bancorp to acquire Brookline Bancorp in stock merger; shareholders receive 0.42x Berkshire shares

Beacon Financial Corp

Merger consideration: each Brookline share exchanges for 0.42 Berkshire common share; fractional shares paid in cash.
Berkshire raises ~$100M via private placement of 3.45M shares at $29/sh; proceeds support merger and capital ratios.
Combined board set at 16 directors: 8 from Berkshire, 8 from Brookline; Brunelle Chair, Perrault CEO for ≥2 years.
Termination fee of $45M applies if either party backs out under specified conditions.
Sean Gray enters new employment agreement with $3.9M retention bonus (half at Yr1, half at Yr2 post-close).

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