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-.03 - Qualifying Criteria for Expedited Processing; Acquisitions and One-bank Holding Company Formations

(a) Well-capitalized organization.

(b) Well-managed organization.

(a) Established CRA performance record. At the time of the transaction, the lead insured depository institution of the acquiring BHC and insured depository institutions that control at least eighty (80) percent of the total risk-weighted assets of insured institutions controlled by the BHC have received a satisfactory or better composite rating at the most recent CRA examination.

(d) Public comment. No comment that is timely and substantive in response to any notice of a transaction is received by the Department or is made known to it by any other regulatory agency, other than a comment that supports approval of the proposal.

(e) Competitive criteria. Without regard to any divestitures proposed by the acquiring BHC, the acquisition does not cause:

(f) Size of acquisition.

(g) Supervisory Actions. During the 12 month period ending on the date on which the BHC proposes to consummate the proposed transaction, no formal administrative order, including a written agreement, cease and desist order, capital directive, prompt corrective action directive, asset-maintenance agreement or other formal enforcement action, is or was outstanding against the BHC or any depository institution subsidiary of the BHC, and no formal administrative enforcement proceeding involving any such enforcement action, order, or directive is or was pending.

(h) Consummation of the transaction must not violate any provision of the Bank Holding Company Act.

(i) In addition, the Department may deny or remove from expedited processing, any institution's application where it finds that:

(a) The shareholder or shareholders who control at least 67 percent of the shares of the bank will control, immediately after the reorganization, at least 67 percent of the shares of the holding company in substantially the same proportion, except for changes in shareholders' interests resulting from the exercise of dissenting shareholders' rights under state or federal law;

(b) No shareholder or group of shareholders acting in concert will, following the reorganization, own or control 10 percent or more of any class of voting shares of the BHC unless that shareholder or group of shareholders was authorized by the Department and the appropriate federal banking agency for the bank, to own or control 10 percent or more of any class of voting shares of the bank;

(c) The bank is adequately capitalized as defined in Section 38 of the Federal Deposit Insurance Act (12 USC § 1831o);

(d) The bank has received at least a composite "1" or "2" rating at its most recent examination, in the event that the bank was examined;

(e) At the time of the reorganization, neither the bank nor any of its officers, directors, or shareholders is involved in any unresolved supervisory or enforcement matters with any appropriate state or federal banking agency;

(f) The company demonstrates that any debt that it incurs at the time of the reorganization, and the proposed means of retiring this debt, will not place undue burden on the holding company or its subsidiary on a pro forma basis;

(g) The holding company would not, as a result of the reorganization, acquire control of any additional bank or engage in any activities other than those of managing and controlling banks; and

(h) In addition, the Department may deny or remove from expedited processing, any institution's application where it finds that:

(i) If the application satisfies the requirements for expedited treatment and it is not removed from expedited consideration by the Department, then the applicant is not required to issue the public notice required by Rule 80-6-1-.05.