Compilation of Rules and Regulations of the State of Georgia
Department 80 - RULES OF DEPARTMENT OF BANKING AND FINANCE
Chapter 80-6 - HOLDING COMPANIES
Subject 80-6-1 - APPLICATIONS AND ACQUISTIONS
Rule 80-6-1-.02 - Regular Applications

Universal Citation: GA Rules and Regs r 80-6-1-.02

Current through Rules and Regulations filed through March 20, 2024

(1) Regular applications for permission to become a bank holding company as defined in O.C.G.A. § 7-1-605, to acquire control of a banking subsidiary, to acquire 5% or more of the shares of another bank holding company, or to continue to be a holding company after becoming a holding company under circumstances contemplated by O.C.G.A. § 7-1-605which are beyond the control of the company, shall be in letter form accompanied by the following exhibits:

(a) A copy of any form or documents filed with the Board of Governors of the Federal Reserve System;

(b) A letter from the applicant's legal counsel containing a definitive statement concerning whether any securities to be issued in the proposed transactions are subject to registration under State and/or Federal Securities Laws and stating that, in the opinion of such counsel, the applicant is taking the necessary action to comply with the applicable State and Federal Securities Laws and Regulations;

(c) A draft copy of any proposed proxy statements or offering circulars or letters prepared in connection with the applicant's proposed bank acquisition;

(d) A copy of the most recent independent audit, if any and if not already on file with the Department, of the applicant's books and records, performed by independent public accountants; and

(e) Proof of publication of the notice described in Rule 80-6-1-.05, if notice is required.

(2) Reserved.

(3) Regular applications for permission for a holding company to acquire shares of stock in a bank including a savings bank or savings and loan association which will result in the holding company having direct or indirect control of five (5) percent to twenty-five (25) percent of the voting shares of the acquired bank shall be in letter form accompanied by the following exhibits:

(a) Material requested in subparagraphs (a) through (e) of Paragraph (1) of this Rule.

(4) Reserved.

(5) Regular applications for permission for a holding company or a subsidiary thereof, other than a bank, to acquire all or substantially all of the assets of a bank, or to merge two or more holding companies, shall be in letter form accompanied by the following exhibits:

(a) Material requested in paragraphs (a) through (e) of Paragraph (1) of this Rule.

(6) Reserved.

(7) Reserved.

(8) No application filed pursuant to Paragraphs (3) or (5) of this Rule shall request approval to acquire shares of more than one bank. In general, applications will be considered by the Department in order of receipt; simultaneous applications by a single applicant will be considered in the order requested by the applicant. No application filed pursuant to Paragraph (5) of this Rule shall request approval of more than one merger or acquisition.

(9) Final copies of written materials to be transmitted to shareholders to consummate any transaction which has been the subject of an application under this Rule, marked to indicate changes from the preliminary materials filed pursuant to Paragraphs (1)(c), (3)(b) and (5)(b) of this Rule, shall be filed with the Department prior to the actual transmission thereof to the shareholders. The Department may, in the event changes in such materials necessitate additional review, require that transmission to shareholders be delayed until such time as its review shall have been completed. This section shall not be applicable to an application which is subject to registration under the provisions of The Securities Act of 1933, as amended, or the Georgia Uniform Securities Act of 2008, as amended.

(10) Approval of an application filed pursuant to this Rule shall be valid for a period of twelve (12) months and shall expire at that time unless the acquisition has been completed prior to such expiration or unless extended by the Department.

(11) Any material additions or changes in the method of acquisition by purchase or formation or in the representations set forth in an application must be approved by the Department, and could delay processing. The Department may examine, investigate, and evaluate facts related to any filing as necessary to reach an informed decision.

(12) In lieu of submitting the application required by this Rule, an applicant may submit a copy of the application filed with the Federal Reserve to the Department and supplement the application with any additional required information.

O.C.G.A. § 7-1-61.

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