United States securities and exchange commission logo
December 11, 2023
Robert F. Rivers
Chief Executive Officer
Eastern Bankshares, Inc.
265 Franklin Street
Boston, MA 02110
Re: Eastern Bankshares,
Inc.
Registration
Statement on Form S-4
Filed November 13,
2023
File No. 333-275479
Dear Robert F. Rivers:
We have reviewed your
registration statement and have the following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Form S-4 filed November 13, 2023
Risk Factors, page 28
1. Please revise to
identify the "certain employees" and "certain executive officers" in the
first and last risk
factors on page 29, respectively.
Unaudited Pro Forma Condensed Combined Balance Sheet, page 37
2. Please present each
adjustment separately on the face of the pro forma balance sheet (e.g.,
Other Assets, Common
Stock, APIC, Retained Earnings, etc.). Additionally, please
reference each
adjustment to a note that clearly explains the basis for each adjustment
with appropriate
quantification.
Unaudited Pro Forma Condensed Combined Statement of Income, page 38
3. Please revise to
present results only through income from continuing operations. Please
refer to Rule
11-02(b)(1) of Regulation S-X.
Robert F. Rivers
FirstName LastNameRobert F. Rivers
Eastern Bankshares, Inc.
Comapany11,
December NameEastern
2023 Bankshares, Inc.
December
Page 2 11, 2023 Page 2
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information
3. Pro Forma Adjustments to the Unaudited Condensed Combined Balance Sheets,
page 41
4. It appears that anticipated restructuring expenses described in
adjustments A and F
represent Management's Adjustments that, if needed, should only be
presented in the
explanatory notes in the form of a reconciliation. Please revise as
appropriate or tell us
why you believe they represent Transaction Accounting Adjustments.
Please revise
corresponding adjustment F in the statement of income as needed. Refer
to Rule 11-
02(a)(7) for guidance.
Background of the Merger, page 55
5. We note your discussion on page 56 that Messrs. Rivers and Sheahan had
"discussed the
potential strategic benefits of a business combination" prior to the
first quarter of 2023 but
that a potential business combination "was not sufficiently
compelling." We also note
your reference to other potential transaction partners, such as in the
second paragraph on
page 59. Please revise to clarify the reasons why Messrs. Rivers and
Sheahan determined
that a business combination had become compelling in the first quarter
of 2023. For
example, it is unclear to what extent Eastern's exploration of a sale
of Eastern Insurance in
late May led to Mr. Rivers initiating the conversation about a
business combination with
Mr. Sheahan on June 7. Similarly it is unclear to what extent
Eastern's "balance sheet
repositioning" during the first quarter of 2023 related to the
decision to reconsider a
business combination with Cambridge. Additionally, explain in more
detail whether and,
if not why not, other potential business combination parties were
considered.
6. Please revise and expand your background discussion to identify the
key negotiation
considerations as well as how and why material terms were revised over
time. For
example, we note that:
During the June 7, 2023 meeting, Mr. Rivers and Mr. Sheahan
discussed the
executive leaders of Cambridge's wealth management unit and
private banking
division; however, you do not describe any discussions related to
continued
employment or involvement of such persons post-business
combination;
On page 59 you refer to "preliminary pro forma analysis," but you
do not explain or
quantify it;
In the second full paragraph on page 59, you refer to "an update
on their preliminary
analysis of the financial impact of the potential transaction,"
but you do not explain
or quantify it;
In the same paragraph you refer to "key open issues," but you do
not identify any key
issues other than whether the draft merger agreement would include
the sale of
Eastern Insurance as a condition; and
In the second to last paragraph on page 60, you refer to market
conditions and "the
relative trading prices" of the companies' common stock as reasons
for changes to the
exchange ratio, but you do not explain the market conditions,
relative prices or
changes to the prices.
Robert F. Rivers
Eastern Bankshares, Inc.
December 11, 2023
Page 3
7. Please provide a brief description of the material discussions or
actions that took place
during the July 26, 2023 meeting. Please also describe the "certain
assumptions" and
"certain strategic and operational benefits," as referenced on page
57.
Certain Unaudited Prospective Financial Information
Certain Stand-Alone Eastern Prospective Financial Information used by BofA
Securities, page
87
8. Please advise us the extent to which the estimated long-term annual
growth rates used to
extrapolate Eastern's financial results for 2025 through 2029 are
consistent with historical
performance and incorporate recent volatility in interest rates. If
the projections are not in
line with historic operating trends, please advise us why the change
in trends is
appropriate or assumptions are reasonable. Please similarly advise us
regarding
Cambridge's extrapolated financial results on page 88.
Material U.S. Federal Income Tax Consequences of the Merger and the Holdco
Merger, page
127
9. We note your statement that your discussion of the material U.S. federal
income tax
FirstName LastNameRobert F. Rivers
consequences "is for general information only." Investors are entitled
to rely on your
Comapany NameEastern
disclosure. Bankshares,
Please revise Inc. these inappropriate disclaimers.
For guidance, please
to eliminate
refer11,
December to 2023
Section III.D
Page 3 of Staff Legal Bulletin No. 19.
FirstName LastName
Robert F. Rivers
FirstName LastNameRobert F. Rivers
Eastern Bankshares, Inc.
Comapany11,
December NameEastern
2023 Bankshares, Inc.
December
Page 4 11, 2023 Page 4
FirstName LastName
Exhibits
10. We note the tax opinion filed as Exhibit 8.1. Please clearly state in
such opinion that the
disclosure in the Material U.S. Federal Income Tax Consequences of the
Mergers and the
Holdco Merger section of the prospectus is the opinion of the named
counsel. For
guidance, please refer to Section III.B.2 of Staff Legal Bulletin No.
19.
11. Please provide the award agreements or documents governing the
Cambridge Restricted
Stock Unit Awards, Cambridge Performance Stock Unit Awards, and the
Cambridge
Restricted Share Awards as exhibits or tell us why you do not need to
provide such
documents.
General
12. We note the statements on pages 33 and 101 regarding approvals and
consents from
various bank regulatory and other authorities, some of which may
impose conditions on
the completion of the merger or require changes to the terms of the
merger. Please advise
us of the anticipated timing of such approvals and consents and the
nature of any
anticipated conditions.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Michael Henderson at 202-551-3364 or Michael Volley at
202-551-3437
if you have questions regarding comments on the financial statements and
related matters. Please
contact Madeleine Joy Mateo at 202-551-3465 or James Lopez at 202-551-3536 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Finance
cc: Michael K. Krebs