Brookline Bancorp has agreed to acquire PCSB Financial (PCSB) and its wholly-owned subsidiary PCSB Bank, in a cash-and-share transaction valued at around $313m.
Under the terms of the deal, PCSB stockholders are expected to receive, either $22 in cash consideration or 1.3284 shares of Brookline common stock for each share of PCSB common stock held.
Brookline said that 60% of the outstanding shares of PCSB common stock are allowed to be converted to Brookline common stock, according to allocation procedures.
The transaction price of around $20.72 per PCSB share, which represents an aggregate value of nearly $313m, is based on the closing price of Brookline’s common stock ($14.96) on 23 May 2022.
The transaction has been unanimously approved by the board of directors of both companies.
It is expected to be completed in the second half of 2022, subject to approval by PCSB stockholders, along with regulatory approvals and other customary closing conditions.
The combined company had total assets of $10.6bn, loans of $8.5bn, and deposits of $8.7bn as of 31 March 2022.
Brookline said that the deal will further establish it as a premier commercial banking franchise in the Northeast, and one of the few regional banks operating in the Boston, Providence and New York metropolitan markets.
Brookline chairman and chief executive officer Paul Perrault said: “This transaction represents a unique opportunity for Brookline to expand its banking operations into one of the country’s largest deposit markets through the acquisition of a complimentary commercial banking organisation.
“PCSB has a high-quality loan portfolio, deposit base and talented employees, making it an excellent addition to our organisation.”
Upon closing of the deal, PCSB Bank will operate as an individual bank subsidiary of Brookline.
PCSB Bank will retain its New York bank charter and continue with the existing board of directors and its headquarters in Yorktown Heights.
Brookline has the option to appoint one PCSB director to its board of directors.
In addition, PCSB Bank executive vice president and chief lending officer Michael Goldrick will be appointed as PCSB Bank president and chief executive officer.
Performance Trust Capital Partners served as financial advisor and Goodwin Procter as legal counsel to Brookline, while Piper Sandler & Co. served as financial advisor and Luse Gorman as legal counsel to PCSB, on the transaction.
PCSB chairman, president and chief executive officer Joseph Roberto said: “We are truly excited to be merging with Brookline. Paul and his team have built an impressive regional financial services company with a bedrock culture of performance, service and support of their customers, employees and shareholders.
“Partnering with Brookline will allow PCSB to deliver even more value to our communities and customers as we continue to expand in the lower Hudson Valley.”
