Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - Eastern Bankshares, Inc. | d22925dex991.htm |
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): October 9, 2020
EASTERN BANKSHARES, INC.
(Exact Name of Registrant as Specified in Charter)
| Massachusetts | 333-239251 | 84-41099750 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
| 265 Franklin Street Boston, MA |
02110 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (800) 327-8376
Not Applicable
(Former name or former address, if changed since last report)
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which | ||
| None |
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).
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. ☒
| Item 8.01 | Other Events |
On October 9, 2020, Eastern Bankshares, Inc., a Massachusetts corporation (the “Company”) and the proposed holding company for Eastern Bank, issued a press release announcing that the has received all regulatory approvals in connection with the pending conversion of Eastern Bank Corporation from the mutual to stock form of organization, and intends to close the conversion on October 14, 2020.
The press release also announced that the Company intends to sell 179,287,828 shares of common stock at $10.00 per share in the subscription offering for gross offering proceeds of approximately $1,792,878,000, including the sale of 14,940,652 shares of common stock to the Eastern Bank employee stock ownership plan. As disclosed in the prospectus for the offering, the Company will donate 7,470,326 shares of common stock to the Eastern Bank Charitable Foundation in connection with the conversion.
The foregoing description of the Company’s press release is qualified in its entirety by reference to the press release filed as Exhibit 99.1 and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release dated October 9, 2020 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| EASTERN BANKSHARES, INC. | ||||||
| DATE: October 9, 2020 | By: | /s/ James B. Fitzgerald | ||||
| James B. Fitzgerald Chief Financial Officer | ||||||