BOSTON, March 8, 2021 / PRNewswire / – Berkshire Hills Bancorp, Inc. (NYSE: BHLB) (“the Company”) today announced its intention to appoint Michael (Micha) A. Zaitzeff and a second new independent director chosen by the Company with the consent of HoldCo, along with 11 current directors, to stand for election to its board of directors at the Company’s 2021 annual meeting of shareholders, which will be held on May 20, 2021. As part of this announcement, Berkshire has entered into a cooperation agreement with HoldCo Asset Management, LP (“HoldCo”), an investment company which owns approximately 3.3% of the outstanding shares of the Company. Mr. Zaitzeff is a co-founder and managing member of VM II LLC, the general partner of HoldCo Asset Management, LP.
“We are delighted to have entered into this agreement with HoldCo and look forward to welcoming Misha to our board of directors,” said J. Williar Dunlaevy, chairman of the board of directors of the company. “This agreement underscores our commitment to listen to and incorporate the perspectives of our investors into our mission focused on improving value for all stakeholders, including our shareholders, customers, employees and the communities we let’s serve. We believe that Misha will bring valuable perspective as we continue to work with our new CEO, Nitin Mhatre, in the development of our strategic plan for the future of Berkshire. “
“We appreciate the constructive dialogue we have had with Berkshire throughout this process and I believe today’s agreement is an important step in improving the performance of the Company and strengthening shareholder alignment for the benefit of all shareholders ”, commented Mr. Zaitzeff. Nitin and his leadership team continue to develop their value improvement plan at Berkshire. “
Pursuant to the agreement, HoldCo will vote all of its shares in favor of each of the Company’s nominees at the 2021 annual meeting and has agreed to certain customary standstill provisions and other voting commitments. The complete agreement between the Company and HoldCo will be filed by the Company on Form 8-K with the United States Securities and Exchange Commission.
The board of directors of the company will present its full roster of director nominees for the 2021 annual meeting in the company’s proxy statement and other documents to be filed with the Securities and Exchange Commission and at provide all shareholders eligible to vote at the 2021 annual meeting of shareholders.
JP Morgan is acting as financial advisor and Sullivan & Cromwell LLP is acting as legal advisor for Berkshire.
About Michael (Micha) A. Zaitzeff
Micha zaitzeff is a co-founder and managing member of VM GP II LLC, the general partner of HoldCo Asset Management, LP. Mr. Zaitzeff has served on numerous boards of directors, supervisory committees and creditors’ committees. Mr. Zaitzeff served on the advisory board of the WMI Liquidating Trust, a trust created to implement the Chapter 11 bankruptcy plan of Washington Mutual, Inc. Mr. Zaitzeff holds a Bachelor of Arts in Computer Science from Brunette college.
About Berkshire Hills Bancorp
Berkshire Hills Bancorp is the parent company of Berkshire Bank, a 21st century community bank that pursues goal-oriented performance and is based on its culture of Be FIRST corporate responsibility. Based at Boston, Berkshire operates 124 bank offices in seven northeastern states, with approximately $ 12.8 billion in assets.
About HoldCo Asset Management
HoldCo Asset Management, LP (“HoldCo”) is an investment adviser located at New York City. HoldCo was founded by Vik ghei and Micha zaitzeff. HoldCo currently has more than $ 1 billion in regulatory assets under management. HoldCo manages private equity funds using a value-based philosophy with a bottom-up fundamental approach to analyze each investment. HoldCo’s flagship funds have broad mandates to invest in the public and private markets through corporate credit, structured credit, real estate and equity securities.
This document contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can identify these statements using the words “may”, “will”, “should”, “could”, “could”, “plan”, “potential”, “estimate”, “plan”, “believe,” “” intend “,” anticipate “,” expect “,” target “and similar expressions. There are many factors that could cause actual results to differ materially from the expectations described in forward-looking statements. a discussion of these factors, please see Berkshire the most recent reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission (the “SEC”) and available on the SEC’s website at www.sec.gov.
Additionally, given its ongoing and dynamic nature, it is difficult to predict what continuing effects the Novel Coronavirus (COVID-19) pandemic will have on our business and operating results. The pandemic and related local and national economic disruptions may result in continued decline in demand for our products and services; increased levels of loan defaults, problematic assets and foreclosures; an increase in our allowance for loan losses; a decline in the value of loan guarantees, including real estate; a greater decline in the return on our interest-bearing assets than the fall in the cost of our interest-bearing liabilities; and increased cybersecurity risks as employees increasingly work remotely.
Therefore, you should not place undue reliance on forward-looking statements, which reflect our expectations only as of the date of this document. Berkshire assumes no obligation to update any forward-looking statements.
The information in this press release relating to HoldCo has been provided to the Company by HoldCo.
The Company plans to file with the SEC and provide its shareholders with a proxy in connection with its 2021 annual meeting of shareholders. The Company advises its shareholders to read the proxy circular as soon as it becomes available, as it will contain important information. Shareholders can obtain a free copy of the proxy statement and other documents filed with the SEC from the SEC website, www.sec.gov, or by directing a request to Berkshire Hills Bancorp, Inc., Attention: Executive Vice President, General Counsel and Corporate Secretary, 60 State Street, Boston, Massachusetts 02109. The Company and its directors and officers may be considered participants in the solicitation of proxies from the shareholders of the Company in connection with the 2021 Annual Meeting. Shareholders can obtain information concerning these persons on the website of the society, https://ir.berkshirebank.com, and in the Company’s proxy circular filed with the SEC on April 4, 2020 as part of the Company’s 2020 Annual Meeting of Shareholders. To the extent that the holdings of securities of the Company by its directors and officers have changed from the amounts included in the 2020 proxy circular, these changes have been reflected in the declarations of change of beneficial ownership on Form 4 filed with the DRY.
Berkshire Hills Bancorp Investor Relations Contacts:
David Gonci, Director of Capital Markets
Berkshire Hills Bancorp media contacts:
Steve frankel / Ed Trissel / Andrew Squire
Joële frank, Wilkinson Brimmer Katcher
HoldCo contacts for asset management:
Dan Zatchei / Joe germani
Sloane & Company
[email protected] / [email protected]
SOURCE Berkshire Hills Bancorp, Inc.