LUSE GORMAN, PC
ATTORNEYS AT LAW
5335 WISCONSIN AVENUE, N.W., SUITE 780
WASHINGTON, D.C. 20015
TELEPHONE (202) 274-2000
FACSIMILE (202) 362-2902
www.luselaw.com
| WRITER'S DIRECT DIAL NUMBER | WRITER’S E-MAIL |
| (202) 274-2009 | mlevy@luselaw.com |
October 19, 2016
Via EDGAR
Erin E. Martin
Special Counsel
Office of Financial Services
Securities and Exchange Commission
Washington, D.C. 20549
File No. 333-213256
| Re: | Berkshire Hills Bancorp, Inc. |
Amendment No. 1 to Registration Statement on Form S-4
Filed October 5, 2016
File No. 333-213256
Dear Ms. Martin:
We are in receipt of your letter dated October 18, 2016 regarding the review of the Registration Statement on Form S-4 for Berkshire Hills Bancorp, Inc. (the “Company”), as amended, which was filed on October 5, 2016. The following paragraphs reference the comment cited and the Company’s response to that comment.
SEC Comment
Proposal I - The Proposed Merger
Background of the Merger, page 32
| 1. | We note your response to comment 3, in which you disclosed the factors leading to the change in merger consideration and First Choice's reason for requesting a special dividend. Please revise your disclosure to explain the factors that led you to decide that: (i) a special dividend would assuage First Choice's concerns and (ii) a 35% special dividend rate was appropriate to this transaction. In addition, please disclose whether the "special dividend" was a factor considered in connection with the lower exchange factor ultimately agreed upon. |
Erin E. Martin, Esq.
October 19, 2016
Page 2 of 2
Response
The Background of the Merger disclosure has been revised in response to this comment.
We believe the foregoing is responsive to the staff’s comments. Should you have any questions, please do not hesitate to contact the undersigned at (202) 274-2009.
| | Very truly yours, |
| | |
| | /s/ Marc Levy |
| | Marc Levy |
| cc: | Wm. Gordon Prescott, Esq., Berkshire Hills Bancorp, Inc. |
| | Joshua Dilk, Securities and Exchange Commission |
