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BPFH > SEC Filings for BPFH > Form 8-K on 16-Apr-2013All Recent SEC Filings

Show all filings for BOSTON PRIVATE FINANCIAL HOLDINGS INC | Request a Trial to NEW EDGAR Online Pro



Entry into a Material Definitive Agreement, Financial State

Item 1.01. Entry into a Material Definitive Agreement.

On April 16, 2013, Boston Private Financial Holdings, Inc. (the "Company") announced that it entered into an agreement (the "Repurchase Agreement") with BP Holdco, L.P. (the "Seller") to repurchase all 400.81221 shares of the Company's Series B Non-Cumulative Perpetual Contingent Convertible Preferred Stock, par value $1.00 per share, held by the Seller in a private, non-underwritten transaction at a per share price of equal to (i) the volume-weighted average price of the Company's common stock calculated by Bloomberg for the five-trading day period ending on Wednesday, April 17, 2013 times (ii) the Liquidation Preference of $100,000 of such Repurchase Share divided by the Conversion Price of $5.52 of such Repurchase Share (the "Share Repurchase"). The Share Repurchase is conditioned on the closing of an underwritten public offering of depositary shares representing fractional interests in a new series of the Company's preferred stock.

The foregoing description of the Repurchase Agreement is qualified in its entirety by reference to the text of the Repurchase Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference. The Company's press release dated April 16, 2013 is attached hereto as Exhibit 99.1 an incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit 10.1 Stock Repurchase Agreement, dated as of April 16, 2013, by and between Boston Private Financial Holdings, Inc. and BP Holdco, L.P.

Exhibit 99.1 Press release dated April 16, 2013

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