United States securities and exchange commission logo
May 29, 2020
Robert Rivers
Chief Executive Officer and Chairman of the Board of Directors
Eastern Bankshares, Inc.
265 Franklin Street
Boston, MA 02110
Re: Eastern Bankshares,
Inc.
Draft Registration
Statement on Form S-1
Submitted May 4,
2020
CIK No. 0001810546
Dear Mr. Rivers:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1 submitted May 4, 2020
Summary, page 1
1. Please expand your
discussion of Eastern Bankshares, Inc.'s formation to include a
discussion of the
timing of the Conversion, including the operative terms of the Plan of
Conversion and when
each step will occur relative to the offering. We note that the Plan
of Conversion will be
filed by amendment. Please note that we may have comments on
the Plan and that you
should allow adequate time for the staff to review the exhibit.
Note 1. Summary of Significant Accounting Policies
Allowance for Loan Losses, page F-11
2. We note your reference
to the floor methodology for determining the general component
Robert Rivers
FirstName LastNameRobert Rivers
Eastern Bankshares, Inc.
Comapany NameEastern Bankshares, Inc.
May 29, 2020
May 29, 2020 Page 2
Page 2
FirstName LastName
of the allowance for loan losses. Please tell us in greater detail how
you apply the floor
methodology to your loan portfolio when computing the allowance for
loan losses and
how it is appropriate under GAAP. Provide examples in your response to
illustrate the
floor methodology. Include additional disclosure in your next
amendment as appropriate.
Notes to Consolidated Financial Statements
Note 4. Loans and Allowance for Loan Losses, page F-24
3. We note that you had $21.9 million of trouble debt restructurings
(TDRs) that were
modified during the prior 12 months and subsequently defaulted during
2019. We further
note that you did not charge off any TDRs in 2019 for loans that were
modified during the
prior 12 months. Please provide additional information on these TDRs
that subsequently
defaulted during 2019 including the following:
Quantify TDRs in past due status in the appropriate buckets (30-59
days, 60-89 days,
90 days or more);
Quantify TDRs in Nonaccrual status;
Quantify specific reserves related to TDRs;
Provide support for your conclusion that none of these TDRs should
be charged off
during 2019; and
An update on these loans in 2020.
4. We note you have material loan participations in the periods
presented. Please tell us and
revise your next amendment, as appropriate, to describe in detail the
following concerning
these loan participations in the periods presented:
How you determined the amount of provision to record at each quarter
and year-end
on loan participations, if you receive this information from the
lead bank, and the
procedures you performed to validate the information you obtained
from the lead
bank;
Quantify the loan participations included in each loan segment;
Quantify the loan participations included in non-accrual and
impaired loans;
Quantify the provision for loan losses on these loans, if any;
Quantify the specific allowance for loan losses on these loans, if
any; and
Quantify the charge-offs on these loans, if any.
Given your significant composition and total balance of loan
participations, consider
more transparent and disaggregated disclosures by segmenting loan
participations in
your allowance for loan loss disclosures.
Robert Rivers
Eastern Bankshares, Inc.
May 29, 2020
Page 3
You may contact David Irving at 202-551-3321 or Sharon Blume at
202-551-3474 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Julia Griffith at 202-551-3267 or John Dana Brown at 202-551-3859 with
any other
questions.
FirstName LastNameRobert Rivers Sincerely,
Comapany NameEastern Bankshares, Inc.
Division of Corporation
Finance
May 29, 2020 Page 3 Office of Finance
FirstName LastName