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Section 1: 8-K (FORM 8-K BERKSHIRE BANCORP, INC. 01-04-2018)


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): January 4, 2018

BERKSHIRE HILLS BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware
 
001-15781
 
04-3510455
(State or Other Jurisdiction)
of Incorporation)
 
(Commission File No.)
 
(I.R.S. Employer
Identification No.)

 24 North Street, Pittsfield, Massachusetts
 
 01201
 (Address of Principal Executive Offices)
 
(Zip Code)

Registrant's telephone number, including area code: (413) 443-5601

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 (see General Instruction A.2. below):

[  ]
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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 December 22, 2017, President Trump signed into law "H.R.1", formerly known as the "Tax Cuts and Jobs Act" (the "Tax Act"), which, among other items reduces the federal corporate tax rate to 21% effective January 1, 2018. As a result, Berkshire Hills Bancorp, Inc. (the "Company") has concluded that this will cause the Company's net deferred tax assets to be revalued. The Company's net deferred tax assets represent a decrease in corporate taxes expected to be paid in the future. The Company performed an analysis to determine the impact of the revaluation of the net deferred tax assets using its September 30, 2017 balance of $39 million and included an estimate of the deferred tax impact from the recent acquisition of Commerce Bancshares Corp. ("Commerce"). It is estimated that, due to the Tax Act, the value of the net deferred tax assets will be reduced by approximately $21 million (including the impact of Commerce), less the amount of tax deferral utilized in the fourth quarter. Under this methodology, the Company estimates that there will be a noncash charge to income tax expense in the fourth quarter which will result in a reduction of approximately $0.46 per share in fourth quarter earnings due to the impact of the Tax Act.   The Company's revaluation of its net deferred tax assets is subject to further clarifications of the new law that cannot be estimated at this time. As such, the Company is unable to make a final determination of the impact on the quarterly and year to date earnings for the period ending December 31, 2017 at this time. The Company will continue to analyze the Tax Act to determine the full effects of the new law, including the new lower corporate tax rate, but believes the future impact will be positive on the Company's financial statements and operations. The Company anticipates giving further tax guidance in conjunction with its fourth quarter earnings release and conference call.

On January 4, 2018, the Company issued a news release relating to employee and community investments by the Company. The news release is included as Exhibit 99.1.

Forward-Looking Statements

This document contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. There are several factors that could cause actual results to differ significantly from expectations described in the forward-looking statements. For a discussion of such factors, please see the Company's most recent reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission and available on the SEC's website at www.sec.gov. The Company does not undertake any obligation to update forward-looking statements.



Item 9.01   Financial Statements and Exhibits

(a)
Not applicable.

(b)
Not applicable.

(c)
Not applicable.

(d)
Exhibits.

Exhibit No.         Description

99.1  News release dated January 4, 2018



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.



   
 BERKSHIRE HILLS BANCORP, INC.
 
 
DATE: January 4, 2018
By:
 /s/ James M. Moses
   
 James M. Moses, Executive Vice President and Chief Financial Officer
     


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Section 2: EX-99.1 (NEWS RELEASE DATED JANUARY 4, 2018)

 
EXHIBIT 99.1


Berkshire Hills Announces Employee and Community Investments


PITTSFIELD, MA – January 4, 2018– Berkshire Hills Bancorp, Inc. (NYSE:  BHLB), the parent of Berkshire Bank, today announced additional investments in its employees and communities following the recent passage of federal tax reform legislation.

These investments include:

·
Raising Berkshire's minimum wage to $15 per hour.
·
Providing a special, one-time bonus of $1000 to over 1000 employees.  This grant benefits all full time employees below a certain compensation threshold, covering over 70% of the Bank's workforce, and augments the special $500 holiday bonus these colleagues received in the fourth quarter.
·
Enhancing Berkshire's investment in employee development and training programs to benefit our employees and bolster our current offering at AMEBU – American's Most Exciting Bank University.
·
Contributing $2 million to the Berkshire Bank Charitable Foundation which supports charitable organizations, scholarships, and volunteerism across Berkshire's local communities.  This will bolster the foundation's endowment and allow for increased local giving.  Last year we provided over $2 million to our local communities, complementing our employee volunteer program which helps our employees contribute over 40,000 hours of volunteer service each year.

"Berkshire's unique culture is built on the recognition that our employees are our most important asset," said Mike Daly, Berkshire's Chief Executive Officer.  "As an organization, we believe that taking care of our employees leads to more satisfied customers, healthier communities and higher returns to shareholders.  We're pleased to have the opportunity to further reward the team for their hard work and dedication to our customers, while also investing in their long-term professional development and furthering our overall commitment to the communities we serve."

ABOUT BERKSHIRE BANK FOUNDATION

Through foundation grants to nonprofits, scholarships to students, environmental programs, and employee volunteerism, Berkshire Bank is making a difference. Each year the Foundation donates $2 million to nonprofits throughout the Bank's footprint and 100% of bank employees provide over 40,000 hours of service through our XTEAM® corporate volunteer program. Berkshire Bank was named one of Massachusetts' Most Charitable Companies by the Boston Business Journal in 2017. To learn more about Berkshire Bank Foundation, visit www.berkshirebank.com/community.
 

ABOUT BERKSHIRE
Berkshire Hills Bancorp is the parent of Berkshire Bank - America's Most Exciting Bank®.  Berkshire has approximately $11.6 billion in assets and 113 full service branches in Massachusetts, New York, Connecticut, Vermont, New Jersey, and Pennsylvania providing personal and business banking, insurance, and wealth management services. The Company also offers mortgages and specialized commercial lending services in targeted national markets.  To learn more about Berkshire Bank, visit www.berkshirebank.com
FORWARD LOOKING STATEMENTS
This document contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. There are several factors that could cause actual results to differ significantly from expectations described in the forward-looking statements. For a discussion of such factors, please see Berkshire's most recent reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission and available on the SEC's website at www.sec.gov. Berkshire does not undertake any obligation to update forward-looking statements.

Media Contact: Elizabeth Mach, SVP –Marketing Officer, 413.445.8390,
emach@berkshirebank.com

Investor Contact:  Allison O'Rourke; EVP - Investor Relations Officer; 413-236-3149, aorourke@berkshirebank.com



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