Exhibit 99.2
June 18, 2020
Board of Trustees
Eastern Bank Corporation
Board of Directors
Eastern Bankshares, Inc.
Eastern Bank 265 Franklin Street
Boston, Massachusetts 02110
Re: Plan of Conversion
Eastern Bank Corporation
Members of the Board of Trustees and Board of Directors:
All capitalized terms not otherwise defined in this letter have the meanings given such terms in the Plan of Conversion (the “Plan”) adopted by the Board of Trustees of Eastern Bank Corporation (the “MHC”) and the Board of Directors of Eastern Bankshares, Inc. The Plan provides for the conversion of the MHC into the capital stock form of organization. Pursuant to the Plan, a new Massachusetts stock holding company named Eastern Bankshares, Inc. (the “Company”) will be organized and will sell shares of common stock in a public offering. When the conversion is completed, all of the capital stock of Eastern Bank will be owned by the Company and all of the common stock of the Company will be owned by public stockholders.
We understand that in accordance with the Plan, subscription rights to purchase shares of common stock in the Company are to be issued to: (1) Eligible Account Holders; (2) Supplemental Eligible Account Holders;(3) Tax-Qualified Plans including Eastern Bank’s employee stock ownership plan (the “ESOP”); and (4) Employees, Officers, Directors, Trustees and Corporators. Based solely upon our observation that the subscription rights will be available to such parties without cost, will be legallynon-transferable and of short duration, and will afford such parties the right only to purchase shares of common stock at the same price as will be paid by members of the general public in the community offering or syndicated offering but without undertaking any independent investigation of state or federal law or the position of the Internal Revenue Service with respect to this issue, we are of the belief that, as a factual matter:
| | (1) | the subscription rights will have no ascertainable market value; and, |
| | (2) | the price at which the subscription rights are exercisable will not be more or less than the pro forma market value of the shares upon issuance. |
Changes in the local and national economy, the legislative and regulatory environment, the stock market, interest rates, and other external forces (such as natural disasters or significant world events) may occur from time to time, often with great unpredictability and may materially impact the value of thrift stocks as a whole or the Company’s value alone. Accordingly, no assurance can be given that persons who subscribe to shares of common stock in the subscription offering will thereafter be able to buy or sell such shares at the same price paid in the subscription offering.
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| Sincerely, |
| RP® FINANCIAL, LC. |
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