Amendment: Eastern Bankshares Inc. filed SEC Form 8-K: Financial Statements and Exhibits
$EBC
Savings Institutions
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): July 12, 2024
(Exact Name of Registrant as Specified in Charter)
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Explanatory Note
As previously reported in a Current Report on Form 8-K filed on July 15, 2024 (the “Initial Filing”), on July 12, 2024, Eastern Bankshares, Inc. (the “Company”) completed its previously announced transactions by and among the Company and, Cambridge Bancorp (“Cambridge”), Citadel MS 2023, Inc. (“Merger Sub”), Cambridge Trust Company (“Cambridge Trust”) and Eastern Bank (“Eastern Bank”). The transactions included, among other things, (i) the merger of Merger Sub with and into Cambridge, with Cambridge continuing as the surviving entity (the “Merger”), (ii) immediately after the Merger, the merger of Cambridge with and into the Company, with the Company continuing as the surviving entity (the “Holdco Merger”) and (iii) immediately following the Holdco Merger, the merger of Cambridge Trust with and into Eastern Bank, with Eastern Bank continuing as the surviving entity.
As a result of the Merger, Cambridge shareholders received approximately 38.9 million shares of the Company Common Stock.
This Amendment No. 1 amends the Initial Filing to include the historical financial statements of Cambridge, and the pro forma financial information required by Item 9.01 of Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(a)Financial Statements of Business Acquired.
The audited consolidated financial statements of Cambridge as of December 31, 2023 and 2022, and for each of the fiscal years ended December 31, 2023, 2022 and 2021 are filed as Exhibit 99.2 hereto and incorporated herein by reference.
The unaudited interim financial statements of Cambridge as of March 31, 2024 and for the three months ended March 31, 2024 and 2023 are filed as Exhibit 99.3 hereto and incorporated herein by reference.
(b)Pro Forma Financial Information.
The unaudited pro forma condensed combined balance sheet of the Company as of March 31, 2024, giving effect to the Merger as if it had occurred on March 31, 2024, and the unaudited pro forma condensed combined statements of income of the Company for the three months ended March 31, 2024 and for the fiscal year ended December 31, 2023, in each case giving effect to the Merger as if it had occurred on January 1, 2023, are filed as Exhibit 99.4 hereto and incorporated herein by reference.
(d)Pro Forma Financial Information.
| Exhibit | Description | |||||||
| 2.1 | ||||||||
| 2.2 | ||||||||
| 23.1 | ||||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 99.3 | ||||||||
| 99.4 | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| EASTERN BANKSHARES, INC. | |||||||||||
DATE: September 20, 2024 | By: | /s/ R. David Rosato | |||||||||
| R. David Rosato | |||||||||||
| Chief Financial Officer | |||||||||||