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As filed with the Securities and Exchange Commission on August 5, 2014July 14, 2023 Registration No. 333-
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 BROOKLINE BANCORP INC.(Exact nameName of registrantRegistrant as specifiedSpecified in its charter)Its Charter)| | | |
Delaware Delaware
(State or other jurisdictionOther Jurisdiction of
incorporationIncorporation or organization)Organization)
| | | 04-3402944 04-3402944
(I.R.S. Employer
Identification Number)
| |
131 Clarendon StreetBoston, Massachusetts 02117MA 02116(617) 425-4600
(Address, including zip code,Including Zip Code, and telephone number, including area code,Telephone Number, Including Area Code, of registrant's principal executive offices)Registrant’s Principal Executive Offices) Paul A. Perrault,
PresidentChairman and Chief Executive Officer
Brookline Bancorp, Inc.
131 Clarendon Street
Boston, Massachusetts 02117MA 02116
(617) 425-4600
(Name, address, including zip code,Address, Including Zip Code, and telephone number, including area code,Telephone Number, Including Area Code, of agent for service)Agent For Service)Copies to:
| | Copies to: | |
| | Samantha Kirby, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617) 570-1000 | | | Marissa Martin, Esq.
Brookline Bancorp Inc.
131 Clarendon Street
Boston, MA 02116
(617) 425-4600 | |
William P. Mayer, Esq.
Samantha M. Kirby, Esq.
Goodwin Procter LLP
Exchange Place
Boston, Massachusetts 02109
(617) 570-1000
Approximate date of commencement of proposed sale to the public:
public: From time to time after the effective date of this registration statement.Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
o☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,
as amended, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:
ý☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
o☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
o☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
o☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
o☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting
company, or an emerging growth company. See the definitions of
"large“large accelerated filer,
" "accelerated filer"” “accelerated filer,” “smaller reporting company,” and
"smaller reporting company"“emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | |
Large Accelerated Filer ý☒ | | | Accelerated Filer o☐ | |
| | Non-Accelerated Filer o☐ | | | Smaller Reporting Company o☐ | |
| | | | | Emerging Growth Company ☐ | |
CALCULATION OF REGISTRATION FEE
| | | | | | | | |
| | | | | | | | |
| |
Title of Each Class of Securities
Being Registered
| | Amount to be Registered(1)
| | Proposed Maximum
Offering Price Per
Unit(1)
| | Proposed Maximum
Aggregate Offering
Price(2)
| | Amount of
Registration Fee(3)
|
|---|
| |
Common stock(4)(5) | | | | | | | | |
| |
Preferred stock(4) | | | | | | | | |
| |
Senior debt securities and subordinated debt securities(4) | | | | | | | | |
| |
Warrants(6) | | | | | | | | |
| |
Depositary shares(4)(7) | | | | | | | | |
| |
Stock purchase contracts | | | | | | | | |
| |
Units(8) | | | | | | | | |
| |
Total | | $200,000,000 | | 100% | | $200,000,000 | | $25,760 |
|
(1)Pursuant to General Instruction II.D. of Form S-3, such indeterminate number or principal amount of preferred stock, common stock, debt securities (including senior debt securities and subordinated debt securities), warrants, depositary shares, stock purchase contracts, and units of Brookline Bancorp, Inc.If an emerging growth company, indicate by check mark if the registrant has elected not to exceed $200,000,000 maximum aggregate offering price exclusive of accrued interest and dividends, if any. The proposed maximum offering price per unit will be determined from time to time in connectionuse the extended transition period for complying with the issuance of the securities registered hereunder. Any securities registered hereunder may be sold separatelyany new or as units with the other securities registered hereunder.
(2)Estimated solely for purposes of computing the registration fee and exclusive of accrued interest and dividends, if any.
(3)The registration fee has been calculated in accordance with Rule 457(o) under the Securities Act.
(4)Shares of preferred stock, depositary shares or common stock may be issuable upon conversion of debt securities registered hereunder. No separate consideration will be received for such preferred stock, depositary shares or common stock.
(5)Shares of common stock may be issuable upon conversion of shares of preferred stock registered hereunder. No separate consideration will be received for such shares of common stock.
(6)Warrants will represent rights to purchase debt securities, common stock or preferred stock registered hereby. Because the warrants will provide a right only to purchase such securities offered hereunder, no additional registration fee is required.
(7)In the event that Brookline Bancorp, Inc. elects to offer to the public fractional interests in shares of preferred stock registered hereunder, depositary shares, evidenced by depositary receipts issuedrevised financial accounting standards provided pursuant to a deposit agreement, will be distributed to those persons purchasing such fractional interests, and the sharesSection 7(a)(2)(B) of preferred stock will be issued to the depositary under any such agreement.
(8)Each unit will be issued under a unit agreement and will represent an interest in two or more securities, which may be or may not be separable from one another.
Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Neither the Securities and Exchange Commission nor any state securities commission or regulatory authority has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The information in this prospectus is not complete and may be changed or supplemented. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to Completion, dated August 5, 2014July 14, 2023 
Common Stock
Preferred Stock
Senior Debt Securities
Subordinated Debt Securities
Warrants
Depositary Shares
Stock Purchase ContractsWarrants
Units
We may offer and sell from time to time, separately or together, in multiple series or in one or more offerings, any combination of common stock, preferred stock, debt securities, warrants, depositary shares
stock purchase contracts and units, up to a maximum aggregate offering price of $200,000,000.
We may offer to sell these securities on a continuous or delayed basis, through agents, dealers or underwriters, or directly to purchasers. The prospectus supplement for each offering of securities will describe in detail the plan of distribution for that offering. If our agents or any dealers or underwriters are involved in the sale of the securities, the applicable prospectus supplement will set forth the names of the agents, dealers or underwriters and any applicable commissions or discounts. Our net proceeds from the sale of securities will also be set forth in the applicable prospectus supplement. For general information about the distribution of securities offered, please see
"Plan“Plan of
Distribution"Distribution” in this prospectus.
This prospectus provides you with a general description of the securities that we may offer and sell from time to time. Each time we sell securities we will provide a prospectus supplement that will contain specific information about the terms of the securities and sale and may add to or update the information in this prospectus. You should read this prospectus and any prospectus supplement carefully before you invest in our securities.
Our common stock is traded on the
NASDAQNasdaq Global Select Market
or "NASDAQ,"(“Nasdaq”) under the trading symbol
"BRKL."“BRKL.” The last reported sale price of the common stock on
August 1, 2014July 12, 2023 was
$9.00$9.18 per share. We have not yet determined whether any of the other securities that may be offered by this prospectus will be listed on any exchange, or included in any inter-dealer quotation or over-the-counter market. If we decide to seek the listing or inclusion of any such securities upon issuance, the prospectus supplement relating to those securities will disclose the exchange, quotation system or market on or in which the securities will be listed or included.
Investing in our securities involves risks. You should consider the risk factors described in any accompanying supplement and in any documents incorporated by reference in this prospectus. See "Risk Factors"“Risk Factors” on page 4.4. The offered securities are not deposits or obligations of a bank or savings association and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. This prospectus may not be used to sell securities unless accompanied by the applicable prospectus supplement. The date of this prospectus is , 2014.2023.
TABLE OF CONTENTS
| | | | Page | |
| | Page | |
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS | | | | | 1 | | |
| | | | | 2 | | |
| | | | | 4 | | |
| | | | | 54 | | |
THE SECURITIES WE MAY OFFER | | | | | 5 | | |
DESCRIPTION OF DEBT SECURITIES | | | | | 56 | | |
DESCRIPTION OF COMMON STOCK | | | | | 1914 | | |
DESCRIPTION OF PREFERRED STOCK | | | | | 2016 | | |
DESCRIPTION OF DEPOSITARY SHARES | | | | | 2218 | | |
| | | | | 2421 | | |
DESCRIPTION OF STOCK PURCHASE CONTRACTS
| | | 26 | |
DESCRIPTION OF UNITS | | | | | 2622 | | |
| | | | | 2723 | | |
| | | | | 2926 | | |
| | | | | 2926 | | |
INFORMATION INCORPORATED BY REFERENCE | | | | | 3027 | | |
WHERE YOU CAN FIND MORE INFORMATION | | | 31 | | 28 | | |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this prospectus, in any related prospectus and in information incorporated by reference into this prospectus and any related prospectus that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties. These statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of the words
"may," "will," "should," "could," "would," "plan," "potential," "estimate," "project," "believe," "intend," "anticipate," "expect," "target"“may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions. These
forward-looking statements include, among others, statements regarding our intent, belief or expectations with respect to economic conditions, trends affecting our financial condition or results of operations, and our exposure to market, liquidity, interest-rate and credit risk. You should not place undue reliance on our forward-looking statements. You should exercise caution in interpreting and relying on forward-looking statements because they are subject to significant risks, uncertainties and other factors which are, in some cases, beyond our control.
Forward-looking statements are based on the current assumptions underlying the statements and other information with respect to the beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions of management and the financial condition, results of operations, future performance and business are only expectations of future results. Although we believe that the expectations reflected in our forward-looking statements are reasonable, our actual results could differ materially from those projected in the forward-looking statements as a result of, among other important factors, adverse conditionsour ability to achieve the synergies and value creation contemplated in connection with the recently completed acquisition of PCSB Financial Corporation (“PCSB”); turbulence in the capital and debt markets; changes in interest rates; competitive pressures from other financial institutions; the effects of continued weakness in general economic conditions (including inflation and concerns about liquidity) on a national basis or in the local markets in which we operate, includingoperate; changes which adversely affect borrowers' abilityin consumer behavior due to servicechanging political, business and repay their loans and leases;economic conditions, or legislative or regulatory initiatives; changes in the value of securities and other assets in our investment portfolio; changesincreases in loan and lease default and charge-off rates; the adequacy of allowances for loan and lease losses; decreases in deposit levels necessitating increasedthat necessitate increases in borrowing to fund loans and investments; operational risks including, but not limited to, cybersecurity incidents, fraud, natural disasters, and future pandemics; changes in government regulation; the possibility that future credit losses may be higher than currently expected due to changes in economic assumptions and adverse economic developments; the risk that goodwill and intangibles recorded in our financial statements will become impaired; and changes in assumptions used in making such forward-looking statements, as well asstatements; and the other risks and uncertainties detailed in our Annual Report on Form 10-K and updated in our Quarterly Reports on Form 10-Q and other filings that are incorporated herein by reference.submitted to the Securities and Exchange Commission (the “SEC”). Forward-looking statements speak only as of the date on which they are made. We do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.
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This prospectus is part of a
"shelf"“shelf” registration statement that we have filed under the Securities Act of 1933, as amended
or the "Securities Act,"(the “Securities Act”), with the
Securities and Exchange Commission, or the "SEC."SEC. Under this shelf registration statement, we may sell, from time to time, any combination of the securities described in this prospectus in one or more offerings.
This prospectus provides you with a general description of the securities that we may offer.
Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that specific offering and include a discussion of any risk factors or other special considerations that apply to those securities. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading
"Where“Where You Can Find More Information.
"”
This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement.
As used in this prospectus, the terms
"Brookline Bancorp,"“Brookline,” the
"Company," "we," "our,"“Company,” “we,” “our,” and
"us"“us” refer to Brookline Bancorp Inc. and our consolidated subsidiaries, unless the context indicates
otherwise; the "Banks" refers to Brookline Bank, First Ipswich Bank and Bank Rhode Island.otherwise. This prospectus includes our trademarks and other trade names identified herein. All other trademarks and trade names appearing in this prospectus are the property of their respective holders.
You should rely only on the information contained in this prospectus and the accompanying prospectus supplement or incorporated by reference in these documents. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained or incorporated by reference in this prospectus or the accompanying prospectus supplement. If anyone provides you with different, inconsistent or unauthorized information or representations, you must not rely on them. This prospectus and the accompanying prospectus supplement are an offer to sell only the securities offered by these documents, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or any prospectus supplement is current only as of the date on the front of those documents.
About Brookline Bancorp Inc. Brookline Bancorp, Inc., a Delaware corporation, operates as a multi-bank holding company for Brookline Bank and its subsidiaries, Bank Rhode Island
(“BankRI”) and its subsidiaries,
First IpswichPCSB Bank and its subsidiaries,
and Brookline Securities Corp.
and Clarendon Private, LLC (“Clarendon Private”).
Brookline Bank, headquartered in Boston, Massachusetts, has three wholly-owned subsidiaries, Longwood Securities Corp., First Ipswich Insurance Agency, and Eastern Funding LLC, and operates 2329 full-service banking offices and two lending offices in Brookline, Massachusetts and the greater Boston metropolitan area. Brookline Bank was established as a savings bank in 1871 under the name Brookline Savings Bank.In 2020, First Ipswich Bank, operates 6 full-service banking offices onformerly a wholly-owned subsidiary of the North Shore of eastern MassachusettsCompany, was merged with and into Brookline Bank.
BankRI, headquartered in the Boston metropolitan area. BankProvidence, Rhode Island, has three direct subsidiaries, Acorn Insurance Agency, BRI Realty Corp., and BRI Investment Corp. and its wholly-owned subsidiary, BRI MSC Corp., and operates 1820 full-service banking offices in the greater Providence, County, Kent CountyRhode Island area. Macrolease Corporation, previously a subsidiary of BankRI, was merged into Eastern Funding LLC in the second quarter of 2022.
On January 1, 2023, the Company completed its acquisition of PCSB, the parent company of PCSB Bank. PCSB Bank, headquartered in Brewster, New York, operates as a separate subsidiary of the Company. PCSB Bank has one wholly-owned subsidiary, UpCounty Realty Corp., and
Washington County, Rhode Island. As a commercially focused financial institution with 47 full-serviceoperates 14 banking offices throughout Greater Boston, the North Shorelower Hudson Valley of Massachusetts,New York.
The Company, through Brookline Bank, BankRI and Rhode Island, we, throughPCSB Bank (collectively, the Banks, offer“Banks”), offers a wide range of commercial, business and retail banking services, including a full complement of cash
management products, on-line banking services, consumer and residential loans and investment services, designed to meet the financial needs of small- to mid-sized businesses and individuals throughout central New
England.England and the lower Hudson Valley in New York. Specialty lending activities,
include indirect automobile loans as well asincluding equipment financing,
are focused in the New
York/York and New Jersey metropolitan area,
and elsewhere. We focus our business efforts on growing our commercial lending businesses, both organically and through acquisitions. Our customer focus, multi-bank structure, and risk management are integral to
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our organic growth strategy and serve to differentiate us from our competitors.with services offered throughout the United States. As full-service financial institutions, the Banks and their subsidiaries focus on the continued addition of well-qualified customers, the deepening of long-term banking relationships through a full complement of products and excellent customer service, and strong risk management. Our multi-bank structure retainsClarendon Private is a registered investment advisor with the local-bank orientation while relieving local bankSEC. Through Clarendon Private, the Company offers a wide range of wealth management of the responsibility for most back-office functions, whichservices to individuals, families, endowments and foundations to help these clients meet their long-term financial goals.
The Company’s headquarters and executive management are
consolidatedlocated at
the holding company level. Branding and pricing remain largely local in order to better meet the needs of bank customers and further motivate the Banks' commercial, business and retail bankers. Our address is 131 Clarendon Street, Boston, Massachusetts 02117-9179,02116, and theits telephone number is (617) 425-4600.617-425-4600. You can find additional information regarding Brookline Bancorp in its filings with the SEC referenced in the section of this document titled "Where“Where You Can Find More Information."
Ratios of Earnings to Fixed Charges and Preferred Dividends/Distributions
The following table sets forth our consolidated ratios of earnings to fixed charges and ratios of earnings to fixed charges and preferred dividends for the periods shown.
| | | | | | | | | | | | | | | | | | | |
| | Three
Months
Ended
March 31,
2014 | |
| |
| |
| |
| |
| |
|---|
| | Year Ended December 31, | |
|---|
| | 2013 | | 2012 | | 2011 | | 2010 | | 2009 | |
|---|
Ratios of earnings to fixed charges | | | | | | | | | | | | | | | | | | | |
Including interest on deposits | | | 3.21 | | | 2.76 | | | 2.59 | | | 2.54 | | | 2.31 | | | 1.60 | |
Excluding interest on deposits | | | 7.61 | | | 6.92 | | | 6.23 | | | 7.04 | | | 5.95 | | | 3.75 | |
Ratios of earnings to fixed charges and preferred dividends | | | | | | | | | | | | | | | | | | | |
Including interest on deposits | | | 3.21 | | | 2.76 | | | 2.59 | | | 2.54 | | | 2.31 | | | 1.60 | |
Excluding interest on deposits | | | 7.61 | | | 6.92 | | | 6.23 | | | 7.04 | | | 5.95 | | | 3.75 | |
For the purpose of computing the ratios of earnings to fixed charges, earnings represent income before income taxes and change in accounting principle, plus fixed charges. Fixed charges include all interest expense and the proportion deemed representative of the interest factor of rent expense. These ratios are presented both including and excluding interest on deposits.
You should carefully consider the risks described in the documents incorporated by reference in this prospectus, before making an investment decision. These risks are not the only ones facing our company. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition or results of operations could be materially adversely affected by the materialization of any of these risks. The trading price of our securities could decline due to the materialization of any of these risks, and you may lose all or part of your investment. This prospectus and the documents incorporated herein by reference also contain forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described in the documents incorporated herein by reference, including (i) our Annual Reports on Form 10-K, (ii) our Quarterly Reports on Form 10-Q and (iii) documents we file with the SEC after the date of this prospectus and which are deemed incorporated by reference in this prospectus.
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USE OF PROCEEDS
Unless we otherwise specify in a supplement to this prospectus, we intend to use the net proceeds from our sale of the securities covered by this prospectus for general corporate purposes, which may
includeinclude: refinancing, reducing or repaying debt; investments in the Banks and our other subsidiaries as regulatory capital; financing possible investments or acquisition; expansion of the business; and investments at the holding company level.
The prospectus supplement with respect to an offering of offered securities may identify different or additional uses for the proceeds of that offering.
Except as otherwise stated in an applicable prospectus supplement, pending the application of the net proceeds, we expect to invest the proceeds in short-term obligations.
THE SECURITIES WE MAY OFFER
This prospectus contains a summary of the common stock, the preferred stock, the senior debt securities, the subordinated debt securities, the depositary shares, the warrants
the stock purchase contracts, and the units that we may offer. The particular material terms of the securities offered by a prospectus supplement will be described in that prospectus supplement. If indicated in the applicable prospectus supplement, the terms of the offered securities may differ from the terms summarized below. The prospectus supplement will also contain information, where applicable, about material
U.S.United States federal income tax considerations relating to the offered securities, and the securities exchange, if any, on which the offered securities will be listed. The descriptions herein and in the applicable prospectus supplement do not contain all of the information that you may find useful or that may be important to you. You should refer to the provisions of the actual documents whose terms are summarized herein and in the applicable prospectus supplement, because those documents, and not the summaries, define your rights as holders of the relevant securities. For more information, please review the forms of these documents, which are or will be filed with the SEC and will be available as described under the heading
"Where“Where You Can Find More
Information"Information” below.
DESCRIPTION OF DEBT SECURITIES
This prospectus describes
We may offer debt securities which may be senior or subordinated. We refer to senior debt securities and subordinated debt securities collectively as debt securities. Each series of debt securities may have different terms. The following description summarizes the general terms and provisions of the debt securities.
When we offer to sell a particular series of debt securities, weWe will describe the specific terms of the
debt securities
in a supplementand the extent, if any, to
this prospectus. The prospectus supplement will also indicate whetherwhich the general
terms and provisions
described in this prospectussummarized below apply to
a particularany series of debt
securities.securities in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to be delivered.
We may
offerissue senior debt securities
or subordinated debt securities. The senior debt securities will be issued under an indenture, as amended or supplemented from time to time,
dated as ofin one or more series under a
date priorsenior indenture to
such issuance,be entered into between us and a
trustee. We willsenior trustee to be named in a prospectus supplement, which we refer to
any such indenture throughout this prospectus as the
"senior indenture." Any“senior trustee.” We may issue subordinated debt securities
will be issued under a separate indenture, as amended or supplemented from time to time,
dated as ofin one or more series under a
date priorsubordinated indenture to
such issuance,be entered into between us and a
trustee. We willsubordinated trustee to be named in a prospectus supplement, which we refer to
any suchas the “subordinated trustee.” The forms of senior indenture
throughoutand subordinated indenture are filed as exhibits to the registration statement of which this prospectus
asforms a part. Together, the
"subordinated indenture" and to a trustee under any senior or subordinated indenture as the "trustee." The senior indenture and the subordinated indenture are
sometimes collectively referred to
as the “indentures” and, together, the senior trustee and the subordinated trustee are referred to as the “trustees.” This prospectus briefly outlines some of the provisions of the indentures. The following summary of the material provisions of the indentures is qualified in its entirety by the provisions of the indentures, including definitions of certain terms used in the indentures. Wherever we refer to particular sections or defined terms of the indentures, those sections or defined terms are incorporated by reference in this prospectus
asor the
"indentures." Theapplicable prospectus supplement. You should review the indentures
will be subject to and governed by the Trust Indenture Act of 1939. We included copies of forms of the indenturesthat are filed as exhibits to
ourthe registration statement, of which this prospectus
isforms a
part. The following summarizes the material provisions of the indentures, but may not contain all of the information that is important to you. If you would likepart, for additional
information, or if you do not fully understand a term or the way we use itinformation. As used in this prospectus,
you should read the forms of indentures and the forms of debt securities. Except as otherwise indicated, the terms of the forms of indentures are identical. As used under this caption, the term
"debt securities"
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“debt securities” includes the debt securities being offered by this prospectus and all other debt securities we issueissued by us under the indentures.
Because we are a holding company, our rights and the rights of our creditors, including the holders of the debt securities offered in this prospectus, to participate in the assets of any subsidiary during its liquidation or reorganization, will be subject to the prior claims of the subsidiary's creditors, unless we are ourselves a creditor with recognized claims against the subsidiary. Any capital loans that we make to any of our bank subsidiaries would be subordinate in right of payment to deposits and to other indebtedness of the subsidiary. Claims from creditors (other than us), on the subsidiaries, may include long-term and medium-term debt and substantial obligations related to deposit liabilities, federal funds purchased, securities sold under repurchase agreements, and other short-term borrowings.
•
do not limit the amount of debt securities that we may issue;
•
•allow us to issue debt securities in one or more series;
•
•do not require us to issue all of the debt securities of a series at the same time; and
•
•allow us to reopen a series to issue additional debt securities without the consent of the
debt securityholdersholders of
such series; and
•provide that the debt securities may be secured or unsecured.of such series.
Unless
we give you different informationotherwise provided in the
applicable prospectus supplement, the senior debt securities will be unsubordinated obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness. Payments on the subordinated debt securities will be subordinated to the prior payment in full of all of our senior indebtedness, as described under
"—Subordination"“— Subordination” and in the applicable prospectus supplement.
Each indenture provides that we may, but need not, designate more than one trustee under an indenture. Any trustee under an indenture may resign or be removed and a successor trustee may be appointed to act with respect to the series of debt securities administered by the resigning or removed trustee. If two or more persons are acting as
trusteestrustee with respect to different series of debt securities, each trustee shall be a trustee of a trust under the applicable indenture separate and apart from the trust administered by any other trustee. Except as otherwise indicated in this prospectus, any action described in this prospectus to be taken by each trustee may be taken by each trustee with respect to, and only with respect to, the one or more series of debt securities for which it is trustee under the applicable indenture.
The prospectus supplement for each offering will provide the following terms, where applicable:
•
the title of the debt securities and whether they are senior or subordinated;
•
•the aggregate principal amount of the debt securities being offered, the aggregate principal amount of the debt securities outstanding as of the most recent practicable date and any limit on their aggregate principal amount, including the aggregate principal amount of debt securities authorized;
•
•the price at which the debt securities will be issued, expressed as a percentage of the principal;
•principal and, if other than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof or, if other thanapplicable, the portion of the principal amount;amount of such debt securities that is convertible into common stock or other securities of ours or the method by which any such portion shall be determined;
•
Tableif convertible, the terms on which such debt securities are convertible, including the initial conversion price or rate and the conversion period and any applicable limitations on the ownership or transferability of Contentscommon stock or other securities of ours received on conversion;
the date or dates, or the method for determining the date or dates, on which the principal of the debt securities will be payable;
•
•
the fixed or variable interest rate or rates at whichof the debt securities, will bear interest, if any, or the method by which the interest rate or rates is determined;
•
•the date or dates, or the method for determining the date or dates, from which interest will accrue;
•
•the dates on which interest will be payable;
•
•the record dates for interest payment dates, or the method by which wesuch dates will determine those dates;be determined;
•
•the persons to whom interest will be payable;
•
•the basis upon which interest will be calculated if other than that of a 360-day year of twelve 30-day months;
•any make-whole amount, which is the amount in addition to principal and interest that is required to be paid to the holder of a debt security as a result of any optional redemption or accelerated payment of such debt security, or the method for determining the make-whole amount;
•the place or places where the principal of, and any premium (oror make-whole amount)amount, and interest on, the debt securities will be payable;
•
the place or places where the principal of, and any premium or make-whole amount, and interest on, the debt securities will be payable;
•
•where the debt securities may be surrendered for registration of transfer or conversion or exchange;
•
•where notices or demands to or upon us in respect of the debt securities and the applicable indenture may be served;
•
•the times, prices and other terms and conditions upon which we may redeem the debt securities;
•
•any obligation we have to redeem, repay or purchase the debt securities pursuant to any sinking fund or analogous provision or at the option of holders of the debt securities, and the times and prices at which we must redeem, repay or purchase the debt securities as a result of such an obligation;
•
•the currency or currencies in which the debt securities are denominated and payable if other than United States dollars, which may be a foreign currency or units of two or more foreign currencies or a composite currency or currencies and the terms and conditions relating thereto, and the manner of determining the equivalent of such foreign currency in United States dollars;
•
•if other than denominations of $1,000 or an even multiple of $1,000, the denominations in which the debt securities will be issued;
•whether the principal of, and any premium (oror make-whole amount)amount, or interest on, the debt securities of the series are to be payable, at our election or at the election of a holder, in a currency or currencies other than that in which the debt securities are denominated or stated to be payable, and other related terms and conditions;
•
•whether the amount of payments of principal of, and any premium (or make-whole amount) or interest on, the debt securities may be determined according to an index, formula or other method and how such amounts will be determined;
•if less than the principal amount of the debt securities, the portion of the principal amount of the debt securities payable upon a declaration of the acceleration of the maturity of such debt securities;
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•whether the debt securities will be in registered form, bearer form, or both, and (1)(i) if in registered form, the person to whom any interest shall be payable, if other than the person in whose name the security is registered at the close of business on the regular record date for such interest, or (2)(ii) if in bearer form, the manner in which, or the person to whom, any interest on the security shall be payable if otherwise than upon presentation and surrender upon maturity;
•
•any restrictions applicable to the offer, sale or delivery of securities in bearer form and the terms upon which securities in bearer form of the series may be exchanged for securities in registered form of the series and vice versa, if permitted by applicable laws and regulations;
•
•whether any debt securities of the series are to be issuable initially in temporary global form and whether any debt securities of the series are to be issuable in permanent global form with or without coupons and, if so, whether beneficial owners of interests in any such permanent global security may, or shall be required to, exchange their interests for other debt securities of the series, and the manner in which interest shall be paid;
•
•the identity of the depositary for securities in registered form, if such series are to be issuable as a global security;
•
•the date as of which any debt securities in bearer form or in temporary global form shall be dated if other than the original issuance date of the first security of the series to be issued;
•the applicability, if any, of the defeasance and covenant defeasance provisions described in this prospectus or in the applicable indenture;
•
•whether and under what circumstances we will pay any additional amounts on the debt securities in respect of any tax, assessment or governmental chargecharge;
•
whether and if so, whether we will have the option to redeemunder what circumstances the debt securities in lieubeing offered are convertible into common stock or other securities of making such a payment;
•ours, as the circumstances, if any, incase may be, including the applicable prospectus supplement, under which beneficial owners of interests in the global security may obtain definitive debt securitiesconversion price or rate and the manner in which payments on a permanent global debt security will be made if any debt securities are issuable in temporary or permanent global form;calculation thereof;
•
•any provisions granting special rights to holders of securities upon the occurrence of such events as specified in the applicable prospectus supplement;
•the name of the applicable trustee and the nature of any material relationship with us or any of our affiliates, and the percentage of debt securities of the class necessary to require the trustee to take action; and
•
•any deletions from, modifications of, or additions to our events of default or covenants and any change in the right of any trustee or any of the holders to declare the principal amount of any of such debt securities due and payable; and
•any other terms of such debt securities not inconsistent with the provisions of the applicable indenture.
We may issue debt securities
at a discount below their principal amount andthat provide for less than the entire principal amount thereof to be payable upon declaration of acceleration of the maturity of the debt securities. We
will refer to any such debt securities throughout this prospectus as
"original“original issue discount securities.
"” The applicable prospectus supplement will describe the
United States federal income tax consequences and other relevant considerations applicable to original issue discount securities.
Except as described under
"—“— Merger, Consolidation or Sale of
Assets"Assets” or as may be set forth in any prospectus supplement, the debt securities will not contain any provisions that
(1)(i) would limit our
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ability to incur indebtedness or (2)(ii) would afford holders of debt securities protection in the event of (a) a highly leveraged or similar transaction involving us, or any of our affiliates or (b) a change of control or reorganization, restructuring, merger or similar transaction involving us that may adversely affect the holders of the debt securities. In the future, we may enter into transactions, such as the sale of all or substantially all of our assets or a merger or consolidation, that may have an adverse effect on our ability to service our indebtedness, including the debt securities, by, among other things, substantially reducing or eliminating our assets.
Neither
the governing law nor our governing instruments define the term
"substantially all"“substantially all” as it relates to the sale of assets. Consequently, to determine whether a sale of
"substantially all"“substantially all” of our assets has occurred, a holder of debt securities must review the financial and other information that we have disclosed to the public.
We will provide you with more information in the applicable prospectus supplement regarding any deletions, modifications, or additions to the events of default or covenants that are described below, including any addition of a covenant or other provision providing event risk or similar protection.
Unless
we give you different informationotherwise provided in the applicable prospectus supplement, the principal of, and any premium
(oror make-whole
amount)amount, and interest on, any series of the debt securities will be payable
at the corporate trust office of the trustee. We will provide you with the address of the trustee in the applicable prospectus supplement. We may also pay interest by mailing a check to the address of the person entitled to it as it appears in the applicable register for the debt securities or by wire transfer of funds to that person at an account maintained within the United States.
All monies that we pay to a paying agent or a trustee for the payment of the principal of, and any premium
(oror make-whole
amount)amount, or interest on, any debt security will be repaid to us if unclaimed at the end of two years after the obligation underlying payment becomes due and payable. After funds have been returned to us, the holder of the debt security may look only to us for payment, without payment of interest for the period
which we hold the funds.
Denomination, Interest, Registration and Transfer Unless otherwise described in the applicable prospectus supplement, the debt securities of any series will be issuable in denominations of $1,000 and integral multiples of $1,000.
Interest on the debt securities shall be computed on the basis of a 360-day year composed of twelve 30-day months.
Subject to the limitations imposed upon debt securities that are evidenced by a computerized entry in the records of a depository company rather than by physical delivery of a note, a holder of debt securities of any series may:
•
exchange them for any authorized denomination of other debt securities of the same series and of a like aggregate principal amount and kind upon surrender of such debt securities at the corporate trust office of the applicable trustee or at the office of any transfer agent that we designate for such purpose; and
•
•surrender them for registration of transfer or exchange at the corporate trust office of the applicable trustee or at the office of any transfer agent that we designate for such purpose.
Every debt security surrendered for registration of transfer or exchange must be duly endorsed or accompanied by a written instrument of transfer and the person requesting such action must provide evidence of title and identity satisfactory to the applicable trustee or transfer agent. Payment of a service charge will not be required for any registration of transfer or exchange of any debt securities, but eitherwe or the trustee or we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. If in addition to the applicable trustee, the applicable prospectus supplement refers to any transfer agent initially designated by us for any series of debt securities, we may at any time rescind the designation of any such transfer agent or approve a change in the location through which any such transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for such series. We may at any time designate additional transfer agents for any series of debt securities.
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Neither we, nor any trustee, shallwill be required to:
•
issue, register the transfer of, or exchange debt securities of any series during a period beginning at the opening of business 15 days before the day that the notice of redemption of any debt securities selected for redemption is mailed and ending at the close of business on the day of such mailing;
•
•register the transfer of, or exchange any debt security, or portion thereof, so selected for redemption, in whole or in part, except the unredeemed portion of any debt security being redeemed in part; orand
•
•issue, register the transfer of, or exchange any debt security that has been surrendered for repayment at the option of the holder, except the portion, if any, of such debt security not to be so repaid.
Merger, Consolidation or Sale of Assets The indentures provide that we may, without the consent of the holders of any outstanding debt securities,
(1)(i) consolidate with,
(2)(ii) sell, lease or convey all or substantially all of our assets to, or
(3)(iii) merge with or into, any other entity provided that:
•
either we are the continuing entity, or the successor entity, if other than us, assumes the obligations (A)(a) to pay the principal of, and any premium (oror make-whole amount)amount, and interest on, all of the debt securities and (B)(b) to duly perform and observe all of the covenants and conditions contained in eachthe applicable indenture;
•
•after giving effect to the transaction, there is no event of default under the applicable indentures and no event which, after notice or the lapse of time, or both, would become such an event of default, occurs and continues; and
•
•an
officers'officers’ certificate and legal opinion covering such conditions are delivered to each applicable trustee.
Covenants
Below is a summary of certain covenants we are required to observe under the indentures.
Payment of Principal, Premium and Interest. The indentures require us, with respect to each series of debt securities, to duly and punctually pay the principal of (and premium or make-whole amounts, if any) and interest on the debt securities of that series in accordance with the terms of the debt securities and the applicable indenture.
Existence. Except as permitted under "—Merger, Consolidation or Sale of Assets," the indentures require us to do or cause to be done all things necessary to preserve and keep in full force and effect our existence, rights and franchises. However, the indentures do not require us to preserve any right or franchise if we determine that any right or franchise is no longer desirable in the conduct of our business.
Payment of Taxes and Other Claims. The indentures require us to pay, discharge or cause to be paid or discharged, before they become delinquent (1) all taxes, assessments and governmental charges levied or imposed on us, our subsidiaries or our subsidiaries' income, profits or property, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon our property or the property of our subsidiaries. However, we will not be required to pay, discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings.
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Provision of Financial Information. The indentures require us to file with the trustee, within 15 days of each of the respective dates by which we file with the SEC, copies of the annual reports, quarterly reports, documents and other reports which the we may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act").
Additional Covenants. The indentures include certain other covenants, including covenants requiring us to maintain our property in good condition and hold money for payment on the debt securities in trust for holders under certain circumstances. Additionally, the applicable prospectus supplement will set forth any other covenants applicable to us under any series of debt securities.
Events of Default, Notice and Waiver Unless the applicable prospectus supplement states otherwise, when we refer to
"events“events of
default"default” as defined in the indentures with respect to any series of debt securities, we mean:
•
default in in the payment of any installment of interest on any debt security of such series continuing for 30 days;90 days unless such date has been extended or deferred;
•
•default in in the payment of principal of, (oror any premium or make-whole amount if any, on)on, any debt security of such series at its maturity;
•default in deposit of any sinking fund payment as required for any debt security ofwhen due and payable unless such series;date has been extended or deferred;
•
•default in the performance or breach of any of our covenantscovenant or warranties containedwarranty in the applicabledebt securities or in the indenture by us continuing for 6090 days after written notice to us as provided in the applicable indenture;described below;
•
•a default under any indenture or instrument under which there may be issued, secured or evidenced any existing or later created indebtedness for money we or any of our subsidiaries borrowed in an aggregate principal amount outstanding of at least $30,000,000, if the default results in the indebtedness becoming or being declared due and payable prior to the date it otherwise would have, without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within 30 days after notice to us specifying such default;
•bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee of us or our significant subsidiary;us; and
•
•any other event of default provided with respect to a particular series of debt securities.
When we use the term "significant subsidiary," we refer to the meaning ascribed to such term in Rule 1-02 of Regulation S-X promulgated under the Securities Act.
If an event of default occurs and is continuing with respect to debt securities of any series outstanding, then the applicable trustee or the holders of 25% or more in principal amount of the
outstanding debt securities of that series will have the right to declare the principal amount of all the debt securities of that series to be due and
payable immediately.payable. If the debt securities of that series are original issue discount securities or indexed securities, then the applicable trustee or the holders of 25% or more in principal amount of the
outstanding debt securities of that series will have the right to declare the portion of the principal amount as may be specified in the terms thereof to be due and payable. However, at any time after such a declaration of acceleration has been made, but before a judgment or decree for payment of the money due has been obtained by the applicable trustee, the holders of at least a majority in principal amount of outstanding debt securities of such series or of all
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debt securities then outstanding under the applicable indenture may rescind and annul such declaration and its consequences if:
•
we have paid or deposited with the applicable trustee all required payments of the principal, any premium (oror make-whole amount),amount, interest and, to the extent permitted by law, interest on overdue installment of interest, plus applicable fees, expenses, disbursements and advances of the applicable trustee; and
•
•all events of default, other than the non-payment of accelerated principal, or a specified portion thereof, and any premium
(oror make-whole
amount),amount, have been cured or waived.
The indentures also provide that the holders of at least a majority in principal amount of the outstanding debt securities of any series or of all debt securities then outstanding under the applicable indenture may on behalf of all holders waive any past default with respect to such series and its consequences, except a default:
•in the payment of the principal, any premium (or make-whole amount) or interest; or
•in respect of a covenant or provision contained in the applicable indenture that cannot be modified or amended without the consent of the holder of the outstanding debt security that is affected by the default; or
•in respect of a covenant or provision for the benefit or protection of the trustee, without its express written consent.
The indentures require each trustee to give notice to the holders of debt securities within
the later of 90 days
after an event of
default and 30 days after the event of default is actually known to a
defaultresponsible officer of such trustee, unless such default has been cured or waived. However, the trustee may withhold notice if specified
responsible officerspersons of such trustee consider such withholding to be in the interest of the holders of debt securities.
The trustee may not withhold notice of a default in the payment of principal, any premium or interest on any debt security of such series or in the payment of any sinking fund installment in respect of any debt security of such series.The indentures provide that holders of debt securities of any series may not institute any proceedings, judicial or otherwise, with respect to such indenture or for any remedy under the indenture, unless the trustee fails to act for a period of
6090 days after the trustee has received a written request to institute proceedings in respect of an event of default from the holders of 25% or more in principal amount of the outstanding debt securities of such series, as well as an offer of indemnity reasonably satisfactory to the trustee. However, this provision will not prevent any holder of debt securities from instituting suit for the enforcement of payment of the principal of, and any premium
(oror make-whole
amount)amount, and interest on, such debt securities at the respective due dates thereof.
The indentures provide that, subject to provisions in each indenture relating to its duties in the case of a default, a trustee has no obligation to exercise any of its rights or powers at the request or direction of any holders of any series of debt securities then outstanding under the indenture, unless the holders have offered to the trustee reasonable security or indemnity. The holders of at least a majority in principal amount of the outstanding debt securities of any series or of all debt securities then outstanding under an indenture shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the applicable trustee, or of exercising any trust or power conferred upon such trustee. However, a trustee may refuse to follow any direction which:
•
is in conflict with any law or the applicable indenture;
•
•may involve the trustee in personal liability; or
•
•may be unduly prejudicial to the holders of debt securities of the series not joining the proceeding.
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Within 120 days after the close of each fiscal year, we will be required to deliver to each trustee a certificate, signed by one of our several specified officers, stating whether or not that officer has knowledge of any default under the applicable indenture. If the officer has knowledge of any default, the notice must specify the nature and status of the default.
Modification of the Indentures We
The indentures provide that modifications and amendments may
modify and amend the indenturesbe made only with the consent of the affected holders of
at least a majority in principal amount of all outstanding debt securities issued under
the applicablethat indenture.
However, no such modification or amendment may, without the consent of the holders of the debt securities affected by the modification or amendment:•change the stated maturity of the principal of, or any premium (or make-whole amount) on, or any installment of principal of or interest on, any such debt security;
•reduce the principal amount of, the rate or amount of interest on or any premium (or make-whole amount) payable on redemption of any such debt security;
•reduce the amount of principal of an original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof or would be provable in bankruptcy, or adversely affect any right of repayment of the holder of any such debt security;
•change the place of payment or the coin or currency for payment of principal of, or any premium (or make-whole amount) or interest on, any such debt security;
•impair the right to institute suit for the enforcement of any payment on or with respect to any such debt security;
•reduce the percentage in principal amount of any outstanding debt securities necessary to modify or amend the applicable indenture with respect to such debt securities, to waive compliance with particular provisions thereof or defaults and consequences thereunder or to reduce the quorum or voting requirements set forth in the applicable indenture; or
•modify any of the foregoing provisions or any of the provisions relating to the waiver of particular past defaults or covenants, except to increase the required percentage to effect such action or to provide that some of the other provisions may not be modified or waived without the consent of the holder of such debt security.
The holders of a majority in aggregate principal amount of the outstanding debt securities of each series may, on behalf of all holders of debt securities of that series, waive, insofar as that series is concerned, our compliance with material restrictive covenants of the applicable indenture.
We and
theour respective trustee may make modifications and amendments of an indenture without the consent of any holder of debt securities for any of the following purposes:
•
to evidence the succession of another person to us as obligor under such indenture;
•
to provide for uncertificated debt securities in addition to or in place of certificated debt securities;
•
•to add to our covenants for the benefit of the holders of all or any series of debt securities or to surrender any right or power conferred upon us in such indenture;
•
•to add events of default for the benefit of the holders of all or any series of debt securities;
•
•to add to, delete from, or revise the conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue, authentication, and delivery of debt securities;
•
to make any change or eliminate any provisions of an indenture, provided that any such change or elimination shall become effective only when there are no debt securities outstandingdoes not adversely affect the rights of any series created prior thereto which are entitled to the benefit of such provision;securityholder in any material respect;
•
•to secure the debt securities;
•to establish the form or terms of debt securities of any series;
•
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•to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under an indenture by more than one trustee; or
•
•to cure any ambiguity, defect or inconsistency in an indenture, provided that such action shall not adversely affect the interests of holders of debt securities of any series issued under such
indenture;
•to supplementindenture in any of the provisions of an indenture to the extent necessary to permit or facilitate defeasance and discharge of any series of such debt securities, provided that such action shall not adversely affect the interests of the holders of the outstanding debt securities of any series; and
•to make provisions with respect to holders' rights of conversion with respect to any series of debt securities.material respect.
The indentures provide that in determining whether the holders of the requisite principal amount of outstanding debt securities of a series have given any request, demand, authorization, direction, notice, consent or waiver under the indentures or whether a quorum is present at a meeting of holders of debt
securities:•- securities, the principal amount of an original issue discount security that shall be deemed to be outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon declaration of acceleration of the maturity
thereof;thereof.
Subordination
•Unless otherwise provided in the principal amount ofapplicable prospectus supplement, subordinated debt securities will be subject to the following subordination provisions.
Upon any
debt security denominateddistribution to our creditors in a
foreign currency that shall be deemed outstanding shall beliquidation, dissolution or reorganization, the
United States dollar equivalent, determined on the issue date for such debt security,payment of the principal
amount or, inof and interest on any subordinated debt securities will be subordinated to the
case of an original issue discount security, the United States dollar equivalent on the issue date of such debt security of the amount determined asextent provided in the
preceding bullet point;
•- applicable indenture in right of payment to the prior payment in full of all senior debt. However, our obligation to make payments of the principal
amount of an indexed security that shall be deemed outstanding shall be the principal face amount ofand interest on such indexed security at original issuance, unless otherwise provided for such indexed security under such indenture; and
•- subordinated debt securities
owned by usotherwise will not be affected. No payment of principal or any other obligor upon the debt securities or by any affiliate of ours or of such other obligor shall be disregarded. The indentures contain provisions for convening meetings of the holders of debt securities of a series. A meetinginterest will be permitted to be calledmade on subordinated debt securities at any time by the applicable trustee, and also, upon request, by us or the holders of at least 25% in principal amount of the outstandingif a default on senior debt securities of such series, in any such case upon notice given as provided in such indenture. Except for any consentexists that must be given by the holder of each debt security affected by the modifications and amendments of an indenture described above, any resolution presented at a meeting or adjourned meeting duly reconvened at which a quorum is present may be adopted by the affirmative vote of the holders of a majority of the aggregate principal amount of the outstanding debt securities of that series represented at such meeting.
Notwithstanding the preceding paragraph, except as referred to above, any resolution relating to a request, demand, authorization, direction, notice, consent, waiver or other action that may be made, given or taken by the holders of a specified percentage, which is less than a majority, of the aggregate principal amount of the outstanding debt securities of a series may be adopted at a meeting or adjourned meeting duly reconvened at which a quorum is present by the affirmative vote of such specified percentage.
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Any resolution passed or decision taken at any properly held meeting of holders of debt securities of any series will be binding on all holders of such series. The quorum at any meeting called to adopt a resolution, and at any reconvened meeting, will be persons holding or representing a majority in principal amount of the outstanding debt securities of a series. However, if any action is to be taken relating to a consent or waiver which may be given by the holders of at least a specified percentage in principal amount of the outstanding debt securities of a series, the persons holding such percentage will constitute a quorum.
Notwithstanding the foregoing provisions, the indentures provide that if any action is to be taken at a meeting with respect to any request, demand, authorization, direction, notice, consent, waiver and other action that such indenture expressly provides may be made, given or taken by the holders of a specified percentage in principal amount of all outstanding debt securities affected by such action, or ofpermits the holders of such seriessenior debt to accelerate its maturity and onethe default is the subject of judicial proceedings or more additional series:
•there shallwe receive notice of the default. After all senior debt is paid in full and until the subordinated debt securities are paid in full, holders of subordinated debt securities will be no minimum quorum requirement for such meeting; and
•- subrogated to the
principalrights of holders of senior debt to the extent that distributions otherwise payable to holders of subordinated debt securities have been applied to the payment of senior debt. The subordinated indenture will not restrict the amount of senior debt or other indebtedness of ours. As a result of these subordination provisions, in the outstandingevent of a distribution of assets upon insolvency, holders of subordinated debt securities may recover less, ratably, than our general creditors.
No restrictions will be included in any indenture relating to subordinated debt securities upon the creation of suchadditional senior debt.
If this prospectus is being delivered in connection with the offering of a series
that voteof subordinated debt securities, the accompanying prospectus supplement or the information incorporated in
favorthis prospectus by reference will set forth the approximate amount of
such request, demand, authorization, direction, notice, consent, waiver or other action shall be taken into account in determining whether such request, demand, authorization, direction, notice, consent, waiver or other action has been made, given or taken under such indenture.senior debt outstanding as of the end of our most recent fiscal quarter.
Discharge, Defeasance and Covenant Defeasance Unless otherwise indicated in the applicable prospectus supplement, the indentures allow us to discharge our obligations to holders of any series of debt securities issued under any indenture when:
•
either (1)(i) all securities of such series have already been delivered to the applicable trustee for cancellation; or (2)(ii) all securities of such series have not already been delivered to the applicable trustee for cancellation but (a) have become due and payable, (b) will become due and payable within one year, or (c) if redeemable at our option, are to be redeemed within one year, and we have irrevocably deposited with the applicable trustee, in trust, funds in such currency or currencies, currency unit or units or composite currency or currencies in which such debt securities are payable, an amount sufficient to pay the entire indebtedness on such debt securities in respect of principal of, and any premium (oror make-whole amount)amount, and interest to the date of such deposit if such debt securities have become due and payable or, if they have not, to the stated maturity or redemption date;
•
•we have paid or caused to be paid all other sums payable; and
•
•we have delivered to the trustee an
officers'officers’ certificate and an opinion of counsel stating
that the conditions to discharging the debt securities have been
satisfied.satisfied has been delivered to the trustee.
Unless otherwise
indicatedprovided in the applicable prospectus supplement, the indentures provide that, upon our irrevocable deposit with the applicable trustee, in trust, of an amount, in such currency or currencies, currency unit or units or composite currency or currencies in which such debt securities are payable at stated maturity, or government obligations, or both, applicable to such debt securities, which through the scheduled payment of principal and interest in accordance with their terms will provide money in an amount sufficient to pay the principal of, and any premium
(oror make-whole
amount)amount, and interest on, such debt securities, and any mandatory sinking fund or analogous payments thereon, on the scheduled due dates therefor, we
may elect either:•to defease and be discharged from any and all obligations with respect to such debt securities; or
•toshall be released from our obligations with respect to such debt securities under the applicable indenture or, if provided in the applicable prospectus supplement, our obligations with respect to
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Notwithstanding the above, we may not elect to defease and be discharged from the obligation to pay any additional amounts upon the occurrence of particular events of tax, assessment or governmental charge with respect to payments on such debt securities and the obligations to register the transfer or exchange of such debt securities, to replace temporary or mutilated, destroyed, lost or stolen debt securities, to maintain an office or agency in respect of such debt securities, or to hold monies for payment in trust.
The indentures only permit us to establish the trust described in the paragraph above if, among other things, we have delivered to the applicable trustee an opinion of counsel to the effect that the holders of such debt securities will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance or covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance or covenant defeasance had not occurred. Such opinion of counsel, in the case of defeasance, will be required to refer to and be based upon a ruling received from or published by the Internal Revenue Service or a change in applicable federal income tax law occurring after the date of the indenture. In the event of such defeasance, the holders of such debt securities would be able to look only to such trust fund for payment of principal, any premium (or make-whole amount), and interest.
When we use the term "government obligations," we mean securities that are:
•direct obligations of the United States or the government that issued the foreign currency in which the debt securities of a particular series are payable, for the payment of which its full faith and credit is pledged; or
•obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States or other government that issued the foreign currency in which the debt securities of such series are payable, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States or such other government, which are not callable or redeemable at the option of the issuer thereof and shall also include a depositary receipt issued by a bank or trust company as custodian with respect to any such government obligation or a specific payment of interest on or principal of any such government obligation held by such custodian for the account of the holder of a depositary receipt. However, except as required by law, such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the government obligation or the specific payment of interest on or principal of the government obligation evidenced by such depositary receipt.
Unless otherwise provided in the applicable prospectus supplement, if after we have deposited funds and/or government obligations to effect defeasance or covenant defeasance with respect to debt securities of any series, (a) the holder of a debt security of such series is entitled to, and does, elect under the terms of the applicable indenture or the terms of such debt security to receive payment in a currency, currency unit or composite currency other than that in which such deposit has been made in respect of such debt security, or (b) a conversion event occurs in respect of the currency, currency unit or composite currency in which such deposit has been made, the indebtedness represented by such debt security will be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal of, and premium (or make-whole amount) and interest on, such debt security as they become due out of the proceeds yielded by converting the amount so deposited in respect of such debt security into the currency, currency unit or composite currency in which such debt security becomes payable as a result of such election or such cessation of usage based on the applicable market exchange rate.
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When we use the term "conversion event," we mean no longer using:
•a currency, currency unit or composite currency both by the government of the country that issued such currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community;
•the European Currency Unit both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities; or
•any currency unit or composite currency other than the European Currency Unit for the purposes for which it was established.
Unless otherwise provided in the applicable prospectus supplement, all payments of principal of, and any premium (or make-whole amount) and interest on, any debt security that is payable in a foreign currency that ceases to be used by its government of issuance shall be made in United States dollars.
In the event that (a) we effect covenant defeasance with respect to any debt securities and (b) such debt securities are declared due and payable because of the occurrence of any event of default, the amount in such currency, currency unit or composite currency in which such debt securities are payable, and government obligations on deposit with the applicable trustee, will be sufficient to pay amounts due on such debt securities at the time of their stated maturity but may not be sufficient to pay amounts due on such debt securities at the time of the acceleration resulting from such event of default. However, we would remain liable to make payments of such amounts due at the time of acceleration.
The applicable prospectus supplement may further describe the provisions, if any, permitting such defeasance or covenant defeasance, including any modifications to the provisions described above, with respect to the debt securities of or within a particular series.
The terms and conditions, if any, upon which the debt securities are convertible into common stock or
preferred stockother securities of ours will be set forth in the applicable prospectus supplement. The terms will include
our obligation, if any, to permit the conversion ofwhether the debt securities
of such seriesare convertible into
our common stock or
preferred stock, asother securities of ours, the
case may be, and the terms and conditions upon which such conversion shall be effected (including, the initial conversion price, or
rate,manner of calculation thereof, the conversion period,
any adjustmentprovisions as to whether conversion will be at our option or the option of the
applicable conversion price, any applicable limitations onholders, the
ownership or transferability of common stock or preferred stock receivable on conversion, and any requirements relative to the reservation of such shares for purposes of conversion. Unless otherwise provided in the applicable prospectus supplement, the holder of debt securities convertible into our common stock will have the right, exercisable at any time during the time period specified in the prospectus supplement, unless previously redeemed, to convert convertible debt securities into shares of common stock as specified in the prospectus supplement, at the conversion rate per principal amount set forth in the prospectus supplement. In the case of convertible debt securities called for redemption, conversion rights will expire at the close of business on the business day immediately preceding the redemption date, unless we default in making the payment due upon redemption, in which case such conversion right shall terminate on the date we cure such default.
Unless otherwise provided in the applicable prospectus supplement, for each series of convertible debt securities, the conversion price will be subject to adjustments as a result of:
•the payment or making of a dividend or distribution on our common stock exclusively in common stock or on any other class of capital stock, which dividend or distribution includes common stock of our company;
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•the issuance to all holders of common stock of rights or warrants entitling holders to subscribe for or purchase shares of common stock at a price per share less than the current market price per share;
•subdivisions and combinations of common stock; and
•the distribution to all holders of common stock of:
•evidences of our indebtedness;
•shares of our capital stock other than common stock or assets other than cash dividends paid from current or retained earnings; or
•certain other subscription rights or warrants other than those referred to above.
In any event, noevents requiring an adjustment of the conversion price will be required unless an adjustment would require a cumulative increase or decrease of at least 1% in such price. We will not issue any fractional shares of common stock uponand provisions affecting conversion but instead, we will pay a cash adjustment.
Subordination
Unless otherwise provided in the applicable prospectus supplement, subordinated securities will be subject to the following subordination provisions.
Upon any distribution to our creditors in a liquidation, dissolution or reorganization, the paymentevent of the principalredemption of the debt securities and interestany restrictions on conversion.
No Recourse
There is no recourse under any subordinated securities will be subordinated to the extent providedobligation, covenant or agreement in the applicable indenture in rightor with respect to any security against any of payment to the prior payment in full of all senior debt. However, our obligation to make payments of the principal of and interest on such subordinated securities otherwise will not be affected. No payment of principal or interest will be permitted to be made on subordinated securities at any time if a default on senior debt exists that permits the holders of such senior debt to accelerate its maturityour successor’s past, present or future shareholders, employees, officers or directors.
Governing Law
The indentures and the
default is the subject of judicial proceedings or we receive notice of the default. After all senior debt
is paid in full and until the subordinated securities are paid in full, holders of subordinated securities will be
subrogated togoverned by and construed in accordance with the
rightslaws of
holdersthe State of
senior debtNew York, except to the extent that
distributions otherwise payable to holders of subordinated securities have been applied to the
payment of senior debt. The subordinated indenture will not restrict the amount of senior debt or other indebtedness of us and our subsidiaries. As a result of these subordination provisions, in the event of a distribution of assets upon insolvency, holders of subordinated securities may recover less, ratably, than our general creditors. The term "senior debt" will be defined in the applicable indenture as the principal of and interest on, or substantially similar payments to be made by us in respect of, other outstanding indebtedness, whether outstanding at the date of execution of the applicable indenture or subsequently incurred, created or assumed. The prospectus supplement may include a description of additional terms implementing the subordination feature.
No restrictions will be included in any indenture relating to subordinated securities upon the creation of additional senior debt.
If this prospectusTrust Indenture Act is being delivered in connection with the offering of a series of subordinated securities, the accompanying prospectus supplement or the information incorporated in this prospectus by reference will set forth the approximate amount of senior debt outstanding as of the end of our most recent fiscal quarter.
applicable.
DESCRIPTION OF COMMON STOCK
The following is a description of the material terms and provisions of our common stock. It may not contain all the information that is important to you. You can access complete information by referring to our certificate of incorporation and bylaws and the Delaware General Corporation
Law.Law, or DGCL. The certificate of incorporation and bylaws are incorporated by reference into this prospectus, and the following summary is qualified in its entirety by reference to such documents.
Under our certificate of incorporation, we have
the authority, without further shareholder action, to
provide for the issuance ofissue up to 200,000,000 shares of common stock, par value $0.01 per share. We may amend our
chartercertificate of incorporation from time to time to increase the number of authorized shares of common stock. Any such amendment would require the approval of the majority of the votes entitled to be cast in respect of such capital stock.
As of
August 1, 2014,July 13, 2023, we had
70,015,43188,955,202 shares of common stock
issued and outstanding. Our common stock is listed on
NASDAQNasdaq under the symbol
"BRKL."“BRKL.”
We may issue common stock from time to time. Our Board of Directors must approve the amount of stock we sell and the price for which it is sold. Holders of our common stock do not have any preferential rights or preemptive rights to buy or subscribe for capital stock or other securities that we may issue. Our common stock does not have any redemption or sinking fund provisions or any conversion rights.
We may pay dividends on our common stock if, after giving effect to
the distribution, we would be able to pay our indebtedness as the indebtedness comes due in the usual course of business and our total assets exceed the sum of our liabilities and the amount needed, if we were to be dissolved at the time of the distribution, to satisfy the preferential rights
upon dissolution of any
other class or series of stock, holders of
sharescapital stock who have preference in the event of
ourdissolution. The holders of common stock
will beare entitled to receive
and share equally in dividends
if and when they are authorized andas may be declared by
the our Board of Directors out of
assets thatfunds legally available therefor. If we
issue shares of preferred stock, the holders thereof may
legally use to pay dividends. Our ability to pay dividends on ourhave a priority over the holders of the common stock
depends primarily upon the ability of our subsidiaries, including the Banks,with respect to
pay dividends or otherwise transfer funds to us, and is subject to policies established by the Board of Governors of the Federal Reserve System and Massachusetts banking law.dividends.
Liquidation
In the event
we are liquidated, dissolvedof any liquidation, dissolution or
our affairs are woundwinding up
of the Company, and subject to the preferential rights of any other class or series of stock, holders of shares of
ourthe common stock are entitled to receive
in cashall assets of the Company available for distribution, after payment or
in kind, in proportion to their holdings, the assets that we may legally use to pay distributions after we pay or make adequate provision for
payment of all
of our debts and
liabilities.liabilities, including deposit accounts and accrued interest thereon, and after distribution of the balance in the liquidation account to eligible account holders.
Subject to the provisions of the certificate of incorporation, each holder of common stock is entitled to one vote per share and has no right to cumulate votes in the election of directors. Holders of our common stock
have exclusive voting rights in Brookline Bancorp, Inc. They elect our Board of Directors and act on
all other matters as are required to be presented to them under Delaware law or as are otherwise presented to them by
theour Board of Directors.
Subject to the provisions of our certificate of incorporation regarding excess stock, each holder of common stock is entitled to one vote per share. There is no cumulative voting in the election of directors. Under our certificate of incorporation, in no event shall any record owner of any outstanding Brookline Bancorp, Inc. common stock which is beneficially owned, directly or indirectly, by a person who beneficially owns in excess ofmore than 10% of the then-outstanding shares of Brookline Bancorp, Inc.the our common stock will not be entitled or permitted to vote any vote in respectshares of the sharescommon stock held in excess of the 10% limit. The number of votes which may be cast by any record owner by virtue of the provisions in the certificate of incorporation in respect of Brookline Bancorp, Inc. common stock beneficially owned by such person owning shares in excess of the 10% limit shall be a number equal to the total number of votes which a single record owner of all Brookline Bancorp, Inc. common stock owned by such person
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would be entitled to cast, multiplied by a fraction, the numerator of which is the number of shares of such class or series which are both beneficially owned by such person and owned of record by such record owner and the denominator of which is the total number of shares of Brookline Bancorp, Inc. common stock beneficially owned by such person owning shares in excess of the 10% limit.
All matters to be voted on by stockholders, other than a contested election of directors, must be approved by a majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present, subject to any voting rights granted to holders of any then outstanding preferred stock. In contested elections of directors, which generally will include any situation in which Brookline Bancorp, Inc. receives a notice that a stockholder has nominated a person for election to the Board of Directors at a meeting of the stockholders
of Brookline
Bancorp, Inc. that is not withdrawn on or before the tenth day before Brookline
Bancorp, Inc. first mails its notice for such meeting to its stockholders, a plurality voting standard will apply.
The transfer agent and registrar for the common stock is
American Stock Transfer & Trust Company,Broadridge Corporate Issuer Solutions, Lake Success, New
York, New York.
Preferred Stock15 Under our certificate of incorporation, we have authority to issue up to 50,000,000 shares of preferred stock, par value $0.01 per share.
We may issue preferred stock from time to time, in one or more series, as authorized by our Board of Directors. Prior to issuance of shares of each series, the Board of Directors of Brookline Bancorp, Inc. is required by the Delaware General Corporation Law and the certificate of incorporation to fix for each series, the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption, as are permitted by Delaware law. The Board of Directors of Brookline Bancorp, Inc. could authorize the issuance of preferred stock with terms and conditions that could have the effect of discouraging a takeover or other transaction that holders of Brookline Bancorp, Inc. common stock might believe to be in their best interests or in which holders of some, or a majority, of Brookline Bancorp, Inc. common stock might receive a premium for their shares over the then market price of Brookline Bancorp, Inc. common stock.
DESCRIPTION OF PREFERRED STOCK
This section describes the general terms and provisions of shares of
Brookline Bancorp, Inc.'sBrookline’s preferred stock that we may offer by this prospectus. Brookline
Bancorp, Inc. may issue preferred stock in one or more series; each series of preferred stock will have its own rights and preferences. We will describe in a prospectus supplement (1) the specific terms of the series of any preferred stock offered through that prospectus supplement and (2) any general terms outlined in this section that will not apply to those shares of preferred stock. This summary of terms is not complete. For additional information before you buy any preferred stock you should read the certificate of incorporation and bylaws of Brookline
Bancorp, Inc. that are in effect on the date that we offer any preferred stock, as well as any applicable amendment to our certificate of incorporation designating the terms of a series of preferred stock.
Under our certificate of incorporation, we have
the authority to issue up to 50,000,000 shares of preferred stock, par value $0.01 per share. Prior to issuing shares of preferred stock of a particular
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series, our Board of Directors will determine or fix the terms of that series of preferred stock, as described below.
When we issue shares of preferred stock, they will be fully paid and nonassessable. This means the full purchase price for the outstanding preferred stock will be paid at issuance and that the purchasers of shares of preferred stock will not be required later to pay us any additional consideration for those shares. The preferred stock will have no preemptive rights to subscribe for any additional securities which we may issue in the future. This means that the purchasers of shares of preferred stock will not receive any rights, as a holder of preferred stock, to buy any portion of the securities which we may issue in the future. Because our Board of Directors has the power to establish the preferences and rights of each class or series of preferred stock, our Board of Directors may grant the holders of any series or class of preferred stock preferences, powers, and rights, voting or otherwise, senior to the rights of holders of shares of common stock. The issuance or possibility of issuance of preferred stock could have the effect of delaying or preventing a change in control of our company.
You should refer to the prospectus supplement relating to the offering of a class or series of preferred stock or the certificate of designations designating the class or series of preferred stock for the specific terms of that class or series, including:
•
the distinctive class or serial designation and the number of shares constituting such class or series;
•
•the dividend rates or the amount of dividends to be paid on the shares of such class or series, whether dividends shall be cumulative and, if so, from which date or dates, the payment date or dates for dividends, and the participating and other rights, if any, with respect to dividends;
•
•the voting powers, full or limited, if any, of the shares of such class or series;
•
•whether the shares of such class or series shall be redeemable and, if so, the price or prices at which, and the terms and conditions on which, such shares may be redeemed;
•
•the amount or amounts payable upon the shares of such class or series and any preferences applicable thereto in the event of our voluntary or involuntary liquidation, dissolution or winding up;
•
•whether the shares of such class or series shall be entitled to the benefit of a sinking or retirement fund to be applied to the purchase or redemption of such shares, and if so entitled, the amount of such fund and the manner of its application, including the price or prices at which such shares may be redeemed or purchased through the application of such fund;
•
•whether the shares of such class or series shall be convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of our stock and, if so convertible or exchangeable, the conversion price or prices, or the rate or rates of exchange, and the adjustments thereof, if any, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange;
•
•the price or other consideration for which the shares of such class or series shall be issued;
•
•whether the shares of such class or series which are redeemed or converted shall have the status of authorized but unissued shares of undesignated preferred stock (or series thereof) and whether such shares may be reissued as shares of the same or any other class or series of stock; and
•
•such other powers, preferences, rights, qualifications, limitations and restrictions thereof as our Board of Directors may deem advisable.
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The transfer agent and registrar for the preferred stock will be set forth in the applicable prospectus supplement.
DESCRIPTION OF DEPOSITARY SHARES
This section describes the general terms and provisions of the depositary shares offered by this prospectus. The applicable prospectus supplement will describe the specific terms of any issuance of depositary shares. You should read the particular terms of any depositary shares we offer in any prospectus supplement, together with the more detailed form of deposit agreement, including the form of depositary receipt relating to the depositary shares, which will be filed as an exhibit to a document incorporated by reference in the registration statement of which this prospectus forms a part. The prospectus supplement also will state whether any of the terms summarized below do not apply to the depositary shares being offered.
We may offer fractional, rather than full shares of preferred stock. If we exercise this option, we will provide for the issuance by a depositary to the public of depositary receipts evidencing depositary shares, each of which will represent a fractional interest (to be stated in the applicable prospectus supplement relating to a particular series of the preferred stock) in a share of a particular series of the preferred stock.
We will deposit the shares of any series of the preferred stock underlying the depositary shares under a separate deposit agreement between us and a bank or trust company selected by us, known as a depositary, having its principal office in the United
States.States, and having a combined capital and surplus of at least $50 million. The applicable prospectus supplement will provide the name and address of the depositary. Subject to the terms of the deposit agreement, each owner of a depositary share will have a fractional interest in all the rights and preferences of the preferred stock underlying the depositary share. These rights include any dividend, voting, redemption, conversion and liquidation rights.
While the final depositary receipts are being prepared, we may order the depositary, in writing, to issue temporary depositary receipts substantially identical to the final depositary receipts although not in final form. This will entitle the holders to all the rights relating to the final depositary receipts. Final depositary receipts will be prepared without unreasonable delay, and the holders of the temporary depositary receipts can exchange them for the final depositary receipts at our expense.
Withdrawal of Preferred Stock If you surrender depositary receipts at the principal corporate trust office of the depositary (unless the related depositary shares have previously been called for redemption), you are entitled to receive at that office, should you so request, the number of shares of preferred stock and any money or other property represented by the depositary shares. We will not issue partial shares of preferred stock. If you deliver a number of depositary receipts evidencing a number of depositary shares that represent more than a whole number of depositary shares of preferred stock to be withdrawn, the depositary will issue you a new depositary receipt evidencing the excess number of depositary shares at the same time that the preferred stock is withdrawn. Holders of preferred stock will no longer be entitled to deposit these shares under the deposit agreement or to receive depositary shares in exchange for those withdrawn shares of preferred stock. We cannot assure you that a market will exist for the withdrawn preferred stock.
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Dividends and Other Distributions
The depositary will distribute all cash dividends or other cash distributions received for the preferred stock (less any taxes required to be withheld) to the record holders of depositary shares representing the preferred stock in proportion to the number of depositary shares that the holders own on the relevant record date. The depositary will distribute only the amount that can be distributed without attributing to any holder of depositary shares a fraction of one cent. The balance not distributed will be added to and treated as part of the next sum that the depositary receives for distribution to record holders of depositary shares.
If there is a distribution other than in cash, the depositary will distribute property to the record holders of depositary shares that are entitled to it, unless the depositary determines that it is not feasible to make this distribution. If this occurs, the depositary may, with our approval, sell the property and distribute the net proceeds from the sale to the holders of depositary shares.
The deposit agreement will also contain provisions relating to the manner in which any subscription or similar rights that we offer to holders of the preferred stock will be made available to holders of depositary shares.
Unless the applicable prospectus supplement indicates otherwise, the series of preferred stock underlying the depositary shares will not be convertible or exchangeable into any other class or series of our capital stock.
Redemption of Deposited Preferred Stock If a series of preferred stock underlying the depositary shares is subject to redemption, we will redeem the depositary shares from the redemption proceeds received by the depositary, in whole or in part, on the series of preferred stock held by the depositary. The redemption price per depositary share will bear the same relationship to the redemption price per share of preferred stock that the depositary share bears to the underlying preferred stock. When we redeem preferred stock held by the depositary, the depositary will redeem as of the same redemption date, the number of depositary shares representing the preferred stock redeemed. If less than all the depositary shares are to be redeemed, the redemption will be made in a manner that our Board of Directors decides is equitable.
From and after the date fixed for redemption, the depositary shares called for redemption will no longer be outstanding. When the depositary shares are no longer outstanding, all rights of the holders of depositary shares will cease, except the right to receive money or property that the holders of the depositary shares were entitled to receive on redemption. The payments will be made when holders surrender their depositary receipts to the depositary.
Voting of Deposited Preferred Stock Upon receipt of notice of any meeting at which the holders of the preferred stock are entitled to vote, the depositary will mail the information contained in the notice to the record holders of the depositary shares relating to the preferred stock. Each record holder of the depositary shares on the record date (which will be the same date as the record date for the preferred stock) will be entitled to instruct the depositary on how the preferred stock underlying the holder'sholder’s depositary shares should be voted. The depositary will try, if practicable, to vote the number of shares of preferred stock underlying the depositary shares according to the instructions received, and we will take all action that the depositary may consider necessary to enable the depositary to do so. The depositary will not vote any preferred stock if it does not receive specific instructions from the holders of depositary shares relating to the preferred stock.
Taxation
Owners of depositary shares will be treated for United States federal income tax purposes as if they were owners of the preferred stock represented by the depositary shares. Accordingly, for United States federal income tax purposes, they will have the income and deductions to which they would have been entitled if they were holders of the preferred stock. In addition:
•
no gain or loss will be recognized for federal income tax purposes when preferred stock is withdrawn in exchange for depositary shares as provided in the deposit agreement;
the tax basis of Contentseach share of preferred stock to an exchanging owner of depositary shares will, at the exchange, be the same as the aggregate tax basis of the depositary shares exchanged; and
the holding period for the preferred stock in the hands of an exchanging owner of depositary shares who held the depositary shares as a capital asset at the time of the exchange, will include the period during which the person owned the depositary shares.
Amendment and Termination of the Deposit Agreement Unless otherwise provided in the applicable prospectus supplement or required by law, the form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may be
amended at any time by an agreement between us and the depositary. A deposit agreement may be terminated by either the depositary or us only if:
•
all outstanding depositary shares relating to the deposit agreement have been redeemed; or
•
•there has been a final distribution on the preferred stock of the relevant series in connection with our liquidation, dissolution or winding up and the distribution has been distributed to the holders of the related depositary receipts evidencing the depositary shares.
We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will pay charges of the depositary associated with the initial deposit and any redemption of the preferred stock. Holders of depositary shares will pay transfer and other taxes and governmental charges, and any other charges that are stated to be their responsibility in the deposit agreement.
Resignation and Removal of Depositary The depositary may resign at any time by delivering notice to us. We also may remove the depositary at any time. Resignations or removals will be effective when a successor depositary is appointed, and when the successor accepts the appointment. A successor depositary must be appointed within 60 days after delivery of the notice of resignation or removal. A successor depositary must be a bank or trust company having its principal office in the United States, and having a combined capital and surplus of at least $50 million.
The depositary will forward to the holders of depositary shares all reports and communications that it receives from us, and that we are required to furnish to the holders of the preferred stock.
Neither we nor the depositary will be liable if the depositary is prevented or delayed by law or any circumstance beyond its control in performing its obligations under the deposit agreement. Our obligations and the
depositary'sdepositary’s obligations under the deposit agreement will be limited to performance in good faith of the duties described in the deposit agreement. Neither we nor the depositary will be obligated to prosecute or defend any legal proceeding connected with any depositary shares or preferred stock unless satisfactory indemnity is furnished to the depositary and us. We and the depositary may rely on written advice of counsel or accountants, or information provided by persons presenting preferred stock for deposit, holders of depositary shares or other persons believed to be competent and on documents believed to be genuine.
The following description, together with the additional information we may include in any applicable prospectus supplements, summarizes the material terms and provisions of the warrants that we may offer under this prospectus and the related warrant agreements and warrant certificates. While the terms summarized below will apply generally to any warrants that we may offer, we will describe the particular terms of any series of warrants in more detail in the applicable prospectus supplement. If we indicate in the prospectus supplement, the terms of any warrants offered under that prospectus supplement may differ from the terms described below. Specific warrant agreements will contain additional important terms and provisions and will be incorporated by reference as an exhibit to the registration statement, which includes this prospectus.
General
We may issue warrants for the purchase of common stock, preferred stock andand/or debt securities. Warrantssecurities in one or more series. We may be issued separatelyissue warrants independently or together with common stock, preferred stock and/or debt securities, offered by any prospectus supplement and the warrants may be attached to or separate from such common stock, preferred stock or debtthese securities. Each
We will evidence each series of warrants by warrant certificates that we will be issuedissue under a separate warrant agreement. We will enter into the warrant agreement to be entered into between uswith a warrant agent. We will indicate the name and a bank or trust corporation, asaddress of the warrant agent all as set forth in the applicable prospectus supplement relating to thea particular issueseries of offered warrants. The warrant agent
We will
act solely as our agentdescribe in
connection with the
warrants and will not assume any obligation or relationship of agency or trust for or with any holders of warrants or beneficial owners of warrants.
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Copies of the forms of warrant agreements, including the forms of warrant certificates representing the warrants, will be filed as exhibits to a document incorporated by reference in the registration statement of which this prospectus forms a part.
This section describes the general terms and provisions of the warrants offered by this prospectus. The applicable prospectus supplement will describe the specific terms of any issuance of warrants. You should read the particular terms of any warrants we offer in any prospectus supplement, together with the more detailed form of warrant agreement and the form of warrant certificate. The prospectus supplement also will state whether any of the terms summarized below do not apply to the warrants being offered.
General
The applicable prospectus supplement will describe the terms of the series of warrants, and applicable warrant agreement, including the following, where applicable:
•the title of the warrants;
•
the offering price for the warrants, if any;
•theand aggregate number of warrants offered and offered;
•
the aggregate number ofcurrency for which the warrants outstanding as of the most practicable date;may be purchased;
•
•if applicable, the designation and terms of the debt securities common stock or preferred stock, if any, purchasable upon exercise of the warrants;
•the designation and terms of the debt securities, common stock or preferred stock, if any, with which the warrants are issued and the number of warrants issued with each such security or each principal amount of these securities;such security;
•
•if applicable, the date on and after which the warrants and any debtthe related securities common stock or preferred stock, if any, issued with the warrants will be separately transferable;
•
•in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of aone warrant and the price at, and currency in which, this principal amount of debt securities may be purchased upon such exercise;
•
in the case of warrants to purchase price;common stock or preferred stock, the number of shares of common stock or preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which these shares may be purchased upon such exercise;
•
the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants;
•
the terms of any rights to redeem or call the warrants;
•
any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;
•
the periods during which, and places at which, the warrants are exercisable;
•
the manner of exercise;
•
the dates on which the right to exercise the warrants beginswill commence and expires;expire;
•
•the minimummanner in which the warrant agreement and warrants may be modified;
•
federal income tax consequences of holding or maximum amountexercising the warrants;
•
the terms of the warrants that may be exercised at any one time;
•whether the warrants represented by warrant certificates or debt securities that may be issuedissuable upon exercise of the warrants will be issued in registeredwarrants; and
•
any other specific terms, preferences, rights or bearer form;
•information with respect to any book-entry procedures;
•the currency, currencieslimitations of or currency units in which the offering price, if any, and the exercise price are payable;
•a discussion of certain United States federal income tax considerations;
•any anti-dilution provisions of the warrants;
•any redemption or call provisions applicable to the warrants;
•whether the warrants are to be sold separately or with other securities as parts of units; and
•any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise ofrestrictions on the warrants.
DESCRIPTION OF STOCK PURCHASE CONTRACTS
We may issue stock purchase contracts, including contracts obligating holders to purchase from us and us to sell to the holders, a specified number of shares of common stock, preferred stock or depositary shares at a future date or dates. Alternatively, the stock purchase contracts may obligate us to purchase from holders, and obligate holders to sell to us, a specified or varying number of shares of common stock, preferred stock or depositary shares. The consideration per share of common stock or preferred stock or per depositary share may be fixed at the time the stock purchase contracts are issued or may be determined by a specific reference to a formula set forth in the stock purchase contracts. The stock purchase contracts may provide for settlement by delivery by us or on our behalf of shares of the underlying security, or they may provide for settlement by reference or linkage to the value, performance or trading price of the underlying security. The stock purchase contracts may be issued separately or as part of stock purchase units consisting of a stock purchase contract and debt securities, preferred stock or debt obligations of third parties, including U.S. treasury securities, other stock purchase contracts or common stock, or other securities or property, securing the holders' obligations to purchase or sell, as the case may be, the common stock, preferred stock, depositary shares or other security or property under the stock purchase contracts. The stock purchase contracts may require us to make periodic payments to the holders of the stock purchase units or vice versa, and such payments may be unsecured or prefunded on some basis and may be paid on a current or on a deferred basis. The stock purchase contracts may require holders to secure their obligations thereunder in a specified manner and may provide for the prepayment of all or part of the consideration payable by holders in connection with the purchase of the underlying security or other property pursuant to the stock purchase contracts.
The securities related to the stock purchase contracts may be pledged to a collateral agent for our benefit pursuant to a pledge agreement to secure the obligations of holders of stock purchase contracts to purchase the underlying security or property under the related stock purchase contracts. The rights of holders of stock purchase contracts to the related pledged securities will be subject to our security interest therein created by the pledge agreement. No holder of stock purchase contracts will be permitted to withdraw the pledged securities related to such stock purchase contracts from the pledge arrangement.
DESCRIPTION OF UNITS
We may issue units comprised of shares of common stock, shares of preferred stock, debt securities and warrants in any combination. We may issue units in such amounts and in as many distinct series as we wish. This section outlines certain provisions of the units that we may issue. If we issue units, they will be issued under one or more of theunit agreements to be entered into between us and a bank or other securitiesfinancial institution, as unit agent. The information described in this section may not be complete in all respects and is qualified entirely by reference to the unit agreement with respect to the units of any particular series. The specific terms of any series of units offered will be described in the applicable prospectus supplement. If so described in a particular supplement, the specific terms of any combination. series of units may differ from the general description of terms presented below. We urge you to read any prospectus supplement related to any series of units we may offer, as well as the complete unit agreement and unit certificate that contain the terms of the units. If we issue units, forms of unit agreements and unit certificates relating to such units will be incorporated by reference as exhibits to the registration statement, which includes this prospectus.
Each unit
that we may
also include debt obligations of third parties, such as U.S. Treasury securities. Each unitissue will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The
unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date. The applicable prospectus supplement
willmay describe:
•
the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances thethose securities comprising the units may be held or transferred separately;
•
•a descriptionany provisions of the terms of anygoverning unit agreement governingagreement;
•
the price or prices at which such units will be issued;
•
the applicable U.S. federal income tax considerations relating to the units;
•
•a description of theany provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and
•
•whether the units will be issued in fully registered or global form. The descriptions
any other terms of the units and any applicable underlying security or pledge or depository arrangementsof the securities comprising the units.
The provisions described in this prospectussection, as well as those described under “Description of Common Stock,” “Description of Preferred Stock,” “Description of Debt Securities” and “Description of Warrants” will apply to the securities included in each unit, to the extent relevant and as may be updated in any prospectus supplement are summaries of the material provisions of the applicable agreements. These descriptions do not restate those agreements in their entirety and do not contain all of the information that you may find useful or that may be important tosupplements.
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you. You should refer to the provisions of the applicable agreements because they, and not the summaries, define your rights as holders of the units. We will make copies of the relevant agreements available as described under the heading "Where You Can Find More Information" below.
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We may sell
the securities in any one or more of the following ways:•
through underwriters;
•
through dealers;
•
through agents;
•
directly to investors, including through a specific bidding, auctionpurchasers; or other process;
•
•to investors through agents;
•directly to agents;
•to or through brokers or dealers;
•to the public through underwriting syndicates led by one or more managing underwriters;
•to one or more underwriters acting alone for resale to investors or to the public; and
•through a combination of any
suchof these methods
of sale. Our common stock or preferred stockany other method permitted by law.
In addition, we may issue the securities as a dividend or distribution or in a subscription rights offering to our existing security holders.
We may directly solicit offers to purchase securities, or agents may be
issued upon conversiondesignated to solicit such offers. In the prospectus supplement relating to such offering, we will name any agent that could be viewed as an underwriter under the Securities Act and describe any commissions that we must pay to any such agent. Any such agent will be acting on a best efforts basis for the period of
debt securitiesits appointment or,
our preferred stock or in exchange for our debt securities. Securities may also be issued upon exercise of warrants. We reserve the right to sell securities directly to investors on their own behalf in those jurisdictions where they are authorized to do so. If we sell securities to a dealer acting as principal, the dealer may resell such securities at varying prices to be determined by such dealer in its discretion at the time of resale without consulting with us and such resale prices may not be disclosedif indicated in the applicable prospectus supplement.
Any underwritten offering may besupplement, on a best efforts or a firm commitment basis. WeThis prospectus may also offerbe used in connection with any offering of our securities through subscription rights distributed to our shareholders on a pro rata basis, which mayany of these methods or may not be transferable. In anyother methods described in the applicable prospectus supplement.
The distribution
of subscription rights to shareholders, if all of the underlying securities are not subscribed for, we may then sell the unsubscribed securities directly to third parties or may engage the services of one or more underwriters, dealers or agents, including standby underwriters, to sell the unsubscribed securities to third parties. Sales of the securities may be effected from time to time in one or more transactions, including negotiated transactions:
•
at a fixed price, or prices, which may be changed;changed from time to time;
•
•at market prices prevailing at the time of sale;
•
•at prices related to such prevailing market prices; or
•
•at negotiated prices.
Any
Each prospectus supplement will describe the method of distribution of the prices may representsecurities and any applicable restrictions.
The prospectus supplement with respect to the securities of a
discount fromparticular series will describe the
then prevailing market prices. Interms of the offering of the securities, including the following:
•
the name of the agent or any underwriters;
•
the public offering or purchase price;
•
any discounts and commissions to be allowed or paid to the agent or underwriters;
•
all other items constituting underwriting compensation;
•
any discounts and commissions to be allowed or paid to dealers; and
•
any exchanges on which the securities will be listed.
If any underwriters or agents are used in the sale of the securities in respect of which this prospectus is delivered, we will enter into an underwriting agreement, sales agreement or other agreement with them at the time of sale to them, and we will set forth in the prospectus supplement relating to such offering the names of the underwriters or agents and the terms of the related agreement with them.
In connection with the offering of securities, we may receive compensation fromgrant to the underwriters an option to purchase additional securities with an additional underwriting commission, as may be set forth in the accompanying prospectus supplement. If we grant any such option, the terms of such option will be set forth in the prospectus supplement for such securities.
If a dealer is used in the sale of the securities in respect of which the prospectus is delivered, we will sell such securities to the dealer, as principal. The dealer, who may be deemed to be an “underwriter” as that term
is defined in the Securities Act, may then resell such securities to the public at varying prices to be determined by such dealer at the time of resale.
If we offer securities in a subscription rights offering to our existing security holders, we may enter into a standby underwriting agreement with dealers, acting as standby underwriters. We may pay the standby underwriters a commitment fee for the securities they commit to purchase on a standby basis. If we do not enter into a standby underwriting arrangement, we may retain a dealer-manager to manage a subscription rights offering for us.
Agents, underwriters, dealers and other persons may be entitled under agreements which they may enter into with us to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, and agents may be customers of, engage in transactions with, or perform services for, us in the formordinary course of underwriting discountsbusiness.
If so indicated in the applicable prospectus supplement, we will authorize underwriters or commissionsother persons acting as our agents to solicit offers by certain institutions to purchase securities from us pursuant to delayed delivery contracts providing for payment and delivery on the date stated in the prospectus supplement. Each contract will be for an amount not less than, and the aggregate amount of securities sold pursuant to such contracts shall not be less nor more than, the respective amounts stated in the prospectus supplement. Institutions with whom the contracts, when authorized, may also receive compensation from purchasersbe made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions, but shall in all cases be subject to our approval. Delayed delivery contracts will not be subject to any conditions except that:
•
the purchase by an institution of the securities covered under that contract shall not at the time of delivery be prohibited under the laws of the jurisdiction to which that institution is subject; and
•
if the securities are also being sold to underwriters acting as principals for whom theytheir own account, the underwriters shall have purchased such securities not sold for delayed delivery. The underwriters and other persons acting as our agents will not have any responsibility in respect of the validity or performance of delayed delivery contracts.
Offered securities may actalso be offered and sold, if so indicated in the prospectus supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more remarketing firms, acting as principals for their own accounts or as agents for us. Any remarketing firm will be identified and the terms of its agreement, if any, with us and its compensation will be described in the form of discounts, concessions or commissions. Underwriters may sell the securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Discounts, concessions and commissions may be changed from time to time. Dealers and agents that participate in the distribution of the securitiesapplicable prospectus supplement. Remarketing firms may be deemed to be underwriters in connection with their remarketing of offered securities.
Certain agents, underwriters and dealers, and their associates and affiliates, may be customers of, have borrowing relationships with, engage in other transactions with, or perform services, including investment banking services, for us or one or more of our respective affiliates in the ordinary course of business.
In order to facilitate the offering of the securities, any underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the securities or any other securities the prices of which may be used to determine payments on such securities. Specifically, any underwriters may over allot in connection with the offering, creating a short position for their own accounts. In addition, to cover overallotments or to stabilize the price of the securities or of any such other securities, the underwriters may bid for, and purchase, the securities or any such other securities in the open market. Finally, in any offering of the securities through a syndicate of underwriters, the underwriting syndicate may reclaim selling concessions allowed to an underwriter or a dealer for distributing the securities in the offering if the syndicate repurchases previously distributed securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the securities above independent market levels. Any such underwriters are not required to engage in these activities and may end any of these activities at any time.
We may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities
Act, and any discounts, concessions or commissions
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they receive from us and any profit on the resale of securities they realize may be deemed to be underwriting compensation under applicable federal and state securities laws.
The applicable prospectus supplement will, where applicable:
•identify any such underwriter, dealer or agent;
•describe any compensation in the form of discounts, concessions, commissions or otherwise received from us by each such underwriter or agent and in the aggregate by all underwriters and agents;
•describe any discounts, concessions or commissions allowed by underwriters to participating dealers;
•identify the amounts underwritten; and
•identify the nature of the underwriter's or underwriters' obligation to take the securities.
Unless otherwise specified in the related prospectus supplement, each series of securities will be a new issue with no established trading market, other than shares of our common stock, which are listed on NASDAQ. Any common stock sold pursuant to a prospectus supplement will be listed on NASDAQ, subject to official notice of issuance. We may elect to list any series of debt securities or preferred stock, on an exchange, butAct. In addition, we are not obligated to do so. It is possible that one or more underwriters may make a market in the securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given as to the liquidity of, or the trading market for, any offered securities.
We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions.
If
disclosed in the applicable prospectus supplement
so indicates, in connection with those
derivative transactionsderivatives, the third parties may sell securities covered by this prospectus and
suchthe applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or
from others to settle those
short sales or to close out any related open borrowings of
securities,stock, and may use securities received from us in settlement of those
derivative transactionsderivatives to close out any related open borrowings of
securities. If thestock. The third party
is or may be deemed toin such sale transactions will be an underwriter
under the Securities Act, itand, if not identified in this prospectus, will be
identifiednamed in the applicable prospectus
supplements. Untilsupplement (or a post-effective amendment). In addition, we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the distributionsecurities short using this prospectus and an applicable prospectus supplement. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.
Under Rule 15c6-1 of the Securities Exchange Act of 1934 (the “Exchange Act”), trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. The applicable prospectus supplement may provide that the original issue date for your securities is completed, rulesmay be more than two scheduled business days after the trade date for your securities. Accordingly, in such a case, if you wish to trade securities on any date prior to the second business day before the original issue date for your securities, you will be required, by virtue of the SECfact that your securities initially are expected to settle in more than two scheduled business days after the trade date for your securities, to make alternative settlement arrangements to prevent a failed settlement.
The securities may limitbe new issues of securities and may have no established trading market. The securities may or may not be listed on a national securities exchange. We can make no assurance as to the abilityliquidity of or the existence of trading markets for any of the securities.
The specific terms of any
underwriters and selling group members to bid for and purchase the securities. As an exception to these rules, underwriters are permitted to engagelock-up provisions in
some transactions that stabilize the pricerespect of
the securities. Such transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities. Underwriters may engageany given offering will be described in overallotment. If any underwriters create a short position in the securities in an offering in which they sell more securities than are set forth on the cover page of the applicable prospectus supplement, thesupplement.
The underwriters,
may reduce that short position by purchasing the securities in the open market. The lead underwriters may also impose a penalty bid on other underwriters and selling group members participating in an offering. This means that if the lead underwriters purchase securities in the open market to reduce the underwriters' short position or to stabilize the price of the securities, they may reclaim the amount of any selling concession from the underwriters and selling group members who sold those securities as part of the offering.
In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases.
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The imposition of a penalty bid might also have an effect on the price of a security to the extent that it were to discourage resales of the security before the distribution is completed.
We do not make any representation or prediction as to the direction or magnitude of any effect that the transactions described above might have on the price of the securities. In addition, we do not make any representation that underwriters will engage in such transactions or that such transactions, once commenced, will not be discontinued without notice.
Under agreements into which we may enter, underwriters, dealers and agents who participate in the distribution of the securities may be entitled to indemnification by us against or contribution towards certain civil liabilities, including liabilities under the applicable securities laws.
Underwriters, dealers and agents may engage in transactions with us, or perform services for us, or be our tenants in the ordinary course of business.
If indicated in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by particular institutions to purchase securities from us at the public offering price set forth in such prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in such prospectus supplement. Each delayed delivery contract will be for an amount no less than, and the aggregate amounts of securities sold under delayed delivery contracts shall be not less nor more than, the respective amounts stated in the applicable prospectus supplement. Institutions with which such contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but will in all cases be subject to our approval. The obligations of any purchaser under any such contract will be subject to the conditions that (a) the purchase of the securities shall not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which the purchaser is subject, and (b) if the securities are being sold to underwriters, we shall have sold to the underwriters the total amount of the securities less the amount thereof covered by the contracts. The underwriters and such other agents will not have any responsibility in respect of the validity or performance of such contracts.
To comply with applicable state securities laws, the securities offered by this prospectus will be sold, if necessary, in such jurisdictions only through registered or licensed brokers or dealers. In addition, securities may not be sold in some states unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Underwriters, dealers or agents that participate in the offer of securities, or their affiliates or associates, may have engaged or engage in transactions with and perform services for us or our affiliates in the ordinary course of business for which they may have received or receive customary fees and reimbursementcompensation.
The anticipated date of
expenses.delivery of offered securities will be set forth in the applicable prospectus supplement relating to each offer.
The validity of the securities we are offering will be passed upon for us by Goodwin Procter LLP, Boston, Massachusetts.
The consolidated financial statements of Brookline Bancorp, Inc. as of December 31, 20132022 and 2012,2021, and for each of the years in the three-year period ended December 31, 2013,2022, and management'smanagement’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2013,2022, have been incorporated by reference herein, in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to incorporate by reference the information and reports we file with it, which means that we can disclose important information to you by referring you to these documents. Our SEC file number is
0-23695.000-23695. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede the information already incorporated by reference. We are incorporating by reference the documents listed below, which we have already filed with the SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, (1) on or after the date of filing of the registration containing this prospectus and prior to the effectiveness of the registration statement and (2) on or after the date of this prospectus until the earlier of the date on which all of the securities registered hereunder have been sold or this registration statement has been withdrawn shall be deemed incorporated by reference in this prospectus and to be a part of this prospectus from the date of filing of those documents:
•
•
•
•
•
•
•
•
•
You may request a copy of these filings, and any exhibits we have specifically incorporated by reference as an exhibit in this prospectus, at no cost by writing or telephoning us at the following: Brookline Bancorp, Inc., 131 Clarendon Street, Boston, Massachusetts 02117-9179, Attention: Corporate Secretary. Our telephone number is (617) 425-4600. This prospectus is part of a registration statement we filed with the SEC. We have incorporated into this registration statement exhibits. You should read the exhibits carefully for provisions that may be important to you.
You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or in the documents incorporated by reference is accurate as of any date other than the date on the front of this prospectus or those documents.
Any statement contained in a document incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus, or in any other document filed later that is also incorporated in this prospectus by reference, modifies or supersedes the statement. Any statement so modified or superseded shall not be deemed to constitute a part of this prospectus except as so modified or superseded. The information relating to us contained in this prospectus should be read together with the information contained in any prospectus supplement and in the documents incorporated in this prospectus and any prospectus supplement by reference.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement under the Securities Act that registers the offer and sale of the securities offered by this prospectus. This prospectus is part of the registration statement, but the registration statement, including the accompanying exhibits included or incorporated by reference therein, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit certain information included in the registration statement from this prospectus.
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. Our SEC filings are also available to the public from the SEC'sSEC’s website athttp://www.sec.gov and on our website atwww.brooklinebank.comhttp://www.brooklinebancorp.com. We have included the SEC's web address and our web address as inactive textual references only. Except as specifically incorporated by reference in this prospectus, information on those websites is not part of this prospectus. We have the authority to designate and issue more than one class or series of stock having various preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption. See "Description“Description of Common Stock."” We will furnish a full statement of the relative rights and preferences of each class or series of our stock that has been so designated and any restrictions on the ownership or transfer of our stock to any shareholder upon request and without charge. Written requests for such copies should be directed to: Brookline Bancorp, Inc., 131 Clarendon Street, Boston, Massachusetts 02117-9179, Attention: Corporate Secretary.
Common StockPreferred StockSenior Debt SecuritiesSubordinated Debt SecuritiesDepositary SharesWarrantsStock Purchase ContractsUnits
No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the Securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated costs and expenses payable by the registrant in connection with the registration of securities being registered under this Registration Statement. All amounts except the SEC registration fee are estimates.
| | SEC Registration fee | | | | $ | 0.00 | | |
| | FINRA Filing Fee | | | | | * | | |
| | Legal fees and expenses | | | | | * | | |
| | Accounting fees and expenses | | | | | * | | |
| | Printing and related expenses | | | | | * | | |
| | Transfer agent and trustee fees and expenses | | | | | * | | |
| | Miscellaneous expenses | | | | | * | | |
| | Total | | | | $ | 0.00* | | |
| | | | |
SEC registration fee | | $ | 25,760 | |
Legal fees and expenses | | | 30,000 | |
Accounting fees and expenses | | | 6,500 | |
Printing and related expenses | | | 1,500 | * |
Miscellaneous expenses | | | — | |
| | | | |
| | | | | |
Total | | | 63,760 | |
| | | | |
| | | | | |
| | | | | |
| | | | |
Estimated.
Item 15. Indemnification of Directors and Officers.
Article TENTH
The following is only a general summary of certain aspects of Delaware law and Brookline’s certificate of incorporation related to the indemnification of directors and officers, and does not purport to be complete. It is qualified in its entirety by reference to the detailed provisions of Sections 145 and 102(b)(7) of the CertificateDGCL, and Articles Tenth and Eleventh of IncorporationBrookline’s certificate of Brookline Bancorp, Inc. (the "Corporation") sets forth circumstances under whichincorporation.
Section 145 of the DGCL generally provides that all directors, officers, employees and agents of the Corporationa corporation may be insured or indemnified against liabilityexpenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with certain specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation, or a derivative action), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard of care is applicable in the case of derivative actions, except that indemnification extends only to expenses (including attorneys’ fees) incurred in connection with the defense or settlement of an action, and the DGCL requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. Section 145 of the DGCL also provides that the rights conferred thereby are not exclusive of any other right to which they incur in their capacitiesany person may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, and permits a corporation to advance expenses to or on behalf of a person entitled to be indemnified upon receipt of an undertaking to repay the amounts advanced if it is determined that the person is not entitled to be indemnified.
Article Tenth of Brookline’s certificate of incorporation provides that Brookline will indemnify and hold harmless, to the fullest extent authorized by the DGCL as
such: A. Each personit presently exists or may be amended, each director or officer who was or is, made a party or is threatened to be made, a party to or is otherwise involvedparticipant in any action, suit or proceeding, whether civil, criminal, administrative or investigative, (hereinafter a "proceeding"), by reason of the fact that he or she is or was a Directordirector or an Officerofficer of the CorporationBrookline or is or was serving at the request of the CorporationBrookline as a Director, Officer,director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a Director, Officer, employee or agent or in any other capacity while serving as a Director, Officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys'attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section C hereof with respectperson.
Brookline is required to
proceedings to enforce rights to indemnification, the Corporation shall indemnify
any such indemniteea person in connection with a proceeding
(or part thereof) initiated by such
indemniteeperson only if
suchthe proceeding
(or part thereof) was authorized by the
BoardBrookline board of
Directors of the Corporation. B. The right to indemnification conferred in Section A of this Article TENTH shall include the right to be paid by the Corporation directors. In addition, Brookline will pay
the expenses incurred
by an officer or director of Brookline in defending any
such proceeding in advance of its final
disposition (hereinafter an "advancement of expenses");disposition; provided, however, that
if the
Delaware General Corporation Law requires, an advancementpayment of
such expenses
incurred by an indemnitee in his or her capacity as a Director or Officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shallwill be made only upon
delivery to the Corporationreceipt of an undertaking
(hereinafter an "undertaking"), by
the director or
II-1
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on behalf of such indemnitee, officer to repay all amounts so advanced if it shallis ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a "final adjudication") that such indemniteethe director or officer is not entitled to be indemnified for such expenses under thisindemnified.
As permitted by Section
or otherwise. The rights to indemnification and to102(b)(7) of the
advancementDGCL, Brookline’s certificate of
expenses conferredincorporation, in
Sections A and B of this Article
TENTHEleventh, provides that no director shall be
contract rights and such rights shall continuepersonally liable to Brookline or its stockholders for monetary damages for breach of fiduciary duty as
to an indemnitee who has ceased to be a
Director, Officer, employee or agent and shall inure to the benefitdirector, except for liability (i) for any breach of the
indemnitee's heirs, executorsdirector’s duty of loyalty to Brookline or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for authorizing an unlawful stock purchase, unlawful redemption or unlawful dividend payment, and
administrators. C. If a claim under(iv) for any transaction from which the director derived an improper personal benefit.
As permitted by Section
A or B of this Article TENTH is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount145(g) of the
claim. If successfulDGCL, Brookline also maintains a directors’ and officers’ insurance policy which insures the directors and officers of Brookline against liability asserted against such persons in
wholesuch capacity whether or
in part in anynot such
suit,directors or
in a suit brought byofficers have the
Corporationright to
recover an advancement of expensesindemnification pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecutingbylaws or
defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article TENTH or otherwise shall be on the Corporation. D. The rights to indemnification and to the advancement of expenses conferred in this Article TENTH shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation's Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested Directors or otherwise.
E. The Corporation may maintain insurance, at its expense, to protect itself and any Director, Officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.
F. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article TENTH with respect to the indemnification and advancement of expenses of Directors and Officers of the Corporation.
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Table of Contents
Item 16. Exhibits.
| | Exhibit
No. | | | Description | |
| | 1.1 | * | | Form of Underwriting AgreementAgreement* | |
| | | |
| | 1.2 | * | | Form of Distribution Agreement (Debt Securities)* | |
| | 3.1 | | |
| | 4.1 | | | |
| | 3.2 | | |
| | 4.2 | | | |
| | 4.1 | | |
| | 4.3 | | Form of Common Stock Certificate of the Brookline Bancorp, Inc. (incorporated by reference to Exhibit 4 of the Registration Statement on Form S-1 filed by Brookline Bancorp, Inc. on April 10, 2002 (Registration No. 333-85980)) |
| | | |
| 4.4 | | | |
| | 4.2 | | |
| | 4.5 | | | |
| | 4.3 | | |
| 4.6 | | Form of Senior Debt Security of Brookline Bancorp, Inc. (included in Exhibit 4.4)Security* | |
| | 4.4 | | |
| 4.7 | | Form of Subordinated Debt Security of Brookline Bancorp, Inc. (included in Exhibit 4.5)Security* | |
| | 4.5 | | |
| 4.8 | * | Form of Warrant Agreement (Equity Securities)(Stock) (including form of warrant)* | |
| | 4.6 | | |
| 4.9 | * | Form of Warrant Agreement (Debt Securities)(Debt) (including form of warrant)* | |
| | 4.7 | | |
| 4.10 | * | Form of Deposit Agreement for Depositary SharesShares* | |
| | 4.8 | | |
| 4.11 | * | Form of Depositary ReceiptReceipt* | |
| | 4.9 | | |
| 4.12 | * | Form of Stock Purchase Contract Agreement (including form of related security certificate) |
| | | |
| 4.13 | * | Form of Unit AgreementAgreement* | |
| | 4.10 | | |
| 4.14 | * | Form of Unit CertificateCertificate* | |
| | 4.11 | | |
| 4.15 | * | Form of Certificate of DesignationsDesignation of Preferred StockStock* | |
| | | |
| | 5.1 | | | | |
| | | |
| 12.1 | | Calculation of ratios of earnings to combined fixed charges and preferred stock dividends and ratios of earnings to fixed charges |
| | | |
| | 23.1 | | | | |
| | | |
| | 23.2 | | | | |
| | | |
| | 24.1 | | | | |
| | | |
| | 25.1 | * | | Form T-1 Statement of Eligibility of Trustee for Senior Trustee on Form T-1 for Brookline Bancorp, Inc.Indenture under the Trust Indenture Act of 1939** | |
| | | |
| | 25.2 | * | | Form T-1 Statement of Eligibility of Senior Trustee on Form T-1 for Brookline Bancorp, Inc.Subordinated Indenture under the Trust Indenture Act of 1939** | |
| | 107 | | | | |
To be filed by amendment or as an exhibit to a document to be incorporated or deemed to be incorporated by reference to this registration statement.Registration Statement.
II-3
To be filed pursuant to Section 305(b)(2) of
Contentsthe Trust Indenture Act of 1939.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the
"Calculation“Calculation of Registration
Fee"Fee” table in the effective registration statement; and
(iii)
to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser,
(i)
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and (B) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a
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document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede
or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
(ii)
each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5)
That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof. (6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.
(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
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Table
(8) The undersigned registrant hereby undertakes to file an application for the purpose of Contentsdetermining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Act.
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on
the 5th day of August, 2014.| | | | | BROOKLINE BANCORP, INC. | |
| | | BROOKLINE BANCOP, INC. |
| | | By: | | | /s/ PAULPaul A. PERRAULT
PerraultPaul A. Perrault
PresidentChairman and Chief Executive Officer
(Principal Executive Officer) | |
| | | By:
| | By: | | | /s/ CARLCarl M. CARLSON
CarlsonCarl M. Carlson
Co-President, Chief Financial Officer and TreasurerStrategy Officer
(Principal Financial and Accounting Officer) | |
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of Brookline Bancorp, Inc., hereby severally constitute Paul A. Perrault and Carl M. Carlson and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below and in such other capacities as the undersigned may from time to time serve in the future, the registration statement filed herewith and any and all amendments (including post-effective amendments) to said registration statement (or any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended), and generally to do all such things in our names and in our capacities as officers and directors to enable Brookline Bancorp, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| | Signature | | | |
Signature
| | Title | | Date
|
|---|
|
|
|
Date |
|
| | /s/ PAUL A. PERRAULT
Paul A. PerraultPaul A. Perrault | | President | Chairman and Chief Executive Officer (Principal
(Principal Executive Officer) | | August 5, 2014 | July 14, 2023 | |
| /s/ CARL M. CARLSON
Carl M. CarlsonCarl M. Carlson |
|
| Co-President, Chief Financial Officer and TreasurerStrategy Officer (Principal Financial and Accounting Officer) |
|
August 5, 2014 | July 14, 2023 | |
| | /s/ Joseph J. Slotnik Joseph J. Slotnik | | | Lead Director | | | July 14, 2023 | |
II-6
| | Signature | | | |
Signature
| | Title | | Date
|
|---|
|
|
|
Date |
|
| | /s/ JOSEPH J. SLOTNIK
Joseph J. Slotnik | | Chairman of the Board of Directors | | August 5, 2014 |
/s/ MARGARET BOLES FITZGERALD
Margaret Boles FitzgeraldMargaret Boles Fitzgerald |
|
Director |
Director |
August 5, 2014 | | July 14, 2023 | |
| /s/ DAVID C. CHAPIN
Bogdan NowakBogdan Nowak | | | Director | | | July 14, 2023 | |
| | /s/ Joanne Chang Joanne Chang | | | Director | | | July 14, 2023 | |
| | /s/ Charles H. Peck Charles H. Peck | | | Director | | | July 14, 2023 | |
| | /s/ David C. Chapin David C. Chapin |
|
Director |
Director |
August 5, 2014 | | July 14, 2023 | |
| /s/ JOHN J. DOYLE, JR.
John M. PereiraJohn M. Pereira | | | Director | | | July 14, 2023 | |
| | /s/ John J. Doyle, Jr. John J. Doyle, Jr. |
|
Director |
Director |
August 5, 2014 | | July 14, 2023 | |
| /s/ JOHN A. HACKETT
Merrill W. ShermanMerrill W. Sherman | | | Director | | | July 14, 2023 | |
| | /s/ John A. Hackett John A. Hackett |
|
Director |
Director |
August 5, 2014 | | July 14, 2023 | |
| /s/ JOHN L. HALL, II
John L. Hall, IIJohn L. Hall, II |
|
Director |
Director |
August 5, 2014 | | July 14, 2023 | |
| /s/ THOMAS J. HOLLISTER
Peter O. WildePeter O. Wilde | | | Director | | | July 14, 2023 | |
| | /s/ Willard I. Hill, Jr. Willard I. Hill, Jr. | | | Director | | | July 14, 2023 | |
| | /s/ Thomas J. Hollister Thomas J. Hollister |
|
Director |
Director |
August 5, 2014 |
/s/ BOGDAN NOWAK
Bogdan Nowak |
|
DirectorJuly 14, 2023 |
|
August 5, 2014 |
/s/ CHARLES H. PECK
Charles H. Peck |
|
Director |
|
August 5, 2014 |
/s/ MERRILL W. SHERMAN
Merrill W. Sherman |
|
Director |
|
August 5, 2014 |
/s/ ROSAMUND B. VAULE
Rosamund B. Vaule |
|
Director |
|
August 5, 2014 |
/s/ PETER O. WILDE
Peter O. Wilde |
|
Director |
|
August 5, 2014 |
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Table of ContentsII-6
EXHIBIT INDEX
| | | |
| 1.1 | * | Form of Underwriting Agreement |
| | | |
| 1.2 | * | Form of Distribution Agreement |
| | | |
| 4.1 | | Certificate of Incorporation of Brookline Bancorp, Inc. (incorporated by reference to Exhibit 2 of the Registration Statement on Form S-1 filed by Brookline Bancorp, Inc. on April 10, 2002 (Registration No. 333-85980)) |
| | | |
| 4.2 | | Amended and Restated Bylaws of Brookline Bancorp, Inc. (incorporated by reference to Exhibit 3.02 to Brookline Bancorp, Inc.'s Current Report on Form 8-K filed on January 10, 2013) |
| | | |
| 4.3 | | Form of Common Stock Certificate of the Brookline Bancorp, Inc. (incorporated by reference to Exhibit 4 of the Registration Statement on Form S-1 filed by Brookline Bancorp, Inc. on April 10, 2002 (Registration No. 333-85980)) |
| | | |
| 4.4 | | Form of Indenture for Senior Debt Securities of Brookline Bancorp, Inc. |
| | | |
| 4.5 | | Form of Indenture for Subordinated Debt Securities of Brookline Bancorp, Inc. |
| | | |
| 4.6 | | Form of Senior Debt Security of Brookline Bancorp, Inc. (included in Exhibit 4.4) |
| | | |
| 4.7 | | Form of Subordinated Debt Security of Brookline Bancorp, Inc. (included in Exhibit 4.5) |
| | | |
| 4.8 | * | Form of Warrant Agreement (Equity Securities) (including form of warrant) |
| | | |
| 4.9 | * | Form of Warrant Agreement (Debt Securities) (including form of warrant) |
| | | |
| 4.10 | * | Form of Deposit Agreement for Depositary Shares |
| | | |
| 4.11 | * | Form of Depositary Receipt |
| | | |
| 4.12 | * | Form of Stock Purchase Contract Agreement (including form of related security certificate) |
| | | |
| 4.13 | * | Form of Unit Agreement |
| | | |
| 4.14 | * | Form of Unit Certificate |
| | | |
| 4.15 | * | Form of Certificate of Designations of Preferred Stock |
| | | |
| 5.1 | | Opinion of Goodwin Procter LLP as to the legality of the securities being registered |
| | | |
| 12.1 | | Calculation of ratios of earnings to combined fixed charges and preferred stock dividends and ratios of earnings to fixed charges |
| | | |
| 23.1 | | Consent of Goodwin Procter LLP (included in Exhibit 5.1 hereto) |
| | | |
| 23.2 | | Consent of KPMG LLP |
| | | |
| 24.1 | | Powers of Attorney (included on signature page of this registration statement) |
| | | |
| 25.1 | * | Statement of Eligibility of Senior Trustee on Form T-1 for Brookline Bancorp, Inc. |
| | | |
| 25.2 | * | Statement of Eligibility of Senior Trustee on Form T-1 for Brookline Bancorp, Inc. |
*To be filed by amendment or as an exhibit to a document to be incorporated or deemed to be incorporated by reference to this registration statement.
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