Current through Reg. 49, No. 38; September 20, 2024
(a) Scope. This
section governs an application for the purchase of assets pursuant to the
Finance Code, §§
RSA
32.001(c) and
RSA
32.401-RSA
32.404 or Finance Code §
RSA
203.001(b).
(b) Form of application. The applicant must
submit a fully completed, verified application on a form prescribed by the
banking commissioner and simultaneously tender the required filing fee pursuant
to §
RSA
15.2 of this title (relating to Filing and
Investigation Fees). The application must, except to the extent waived by the
banking commissioner, include:
(1) a summary
of the proposed transaction, including a description of the types and total
dollar amounts of liabilities and obligations expressly assumed;
(2) a copy of all agreements related to the
proposed transaction executed by an authorized representative of each party to
the transaction;
(3) for each party
to the transaction, a certified copy of those portions of the minutes of board
meetings and shareholder or participant meetings at which action was taken
regarding approval of the transaction, or a certificate of an officer verifying
the action taken by the board of directors and the shareholders or participants
approving the transaction, or an explanation of the basis for concluding that
this action was not required;
(4)
an assessment of the applicant's future prospects, proposed officers and
directors, and proposed branches and other locations;
(5) an assessment of the current regulatory
and financial condition of each party to the transaction;
(6) if the proposed transaction will change
the existing CRA delineated community of the applicant, a copy of the proposed
CRA map depicting the proposed delineated community of the applicant;
(7) a copy of current financial statements
for each entity involved in the proposed transaction, accompanied by an
affidavit of no material change dated no earlier than 30 days prior to the date
of submission of the application;
(8) a copy of the latest annual report for
each financial institution and bank holding company involved in the proposed
transaction;
(9) a copy of that
portion of the most recent watch list for the applicant and that portion of the
watch list of the selling party that identifies low-quality assets being
acquired or liabilities being assumed;
(10) a description of the due diligence
review conducted by or for the applicant and a summary of findings;
(11) a description of all material legal or
administrative proceedings involving the applicant;
(12) an opinion of legal counsel that
conforms with §
RSA
15.109 of this title (relating to Opinion of
Legal Counsel), concluding:
(A) the
transaction will not cause or result in a material violation of the laws of
this state relative to the organization and operation of state banks;
(B) the liabilities and obligations of the
purchasing bank will be limited to those expressly assumed under the purchase
agreement, unless otherwise required by law; and
(C) all conditions with respect to the
transaction imposed by the banking commissioner have been satisfied or
otherwise resolved or, to the best knowledge of legal counsel, no conditions
have been imposed;
(13) a
copy of each filing regarding the proposed transaction that is required by
another governmental authority, complete with all related attachments,
exhibits, and correspondence;
(14)
a current pro forma balance sheet and income statement of the applicant, with
adjustments, reflecting the proposed transaction as of the most recent quarter
ended immediately prior to the filing of the application;
(15) a copy of the applicant's strategic plan
that complies with the department's Memorandum 1009, including projections of
the balance sheet and income statement of the applicant as of the quarter
ending one year from the date of its current pro forma financial statement
required in accordance with paragraph (14) of this subsection;
(16) an explanation of the manner and basis
of valuing any of the shares or other evidences of ownership of an entity that
is to constitute part of the consideration used to acquire assets;
(17) the location of each new branch of the
applicant that will result from the transaction;
(18) for antitrust purposes, an analysis of
the anticipated competitive effect of the proposed transaction in the affected
markets and a statement of the basis of the analysis of the competitive
effects, or alternatively, a copy of the analysis of competitive effects of the
proposed transaction addressed in the companion federal regulatory agency
application, if applicable;
(19)
other information that the banking commissioner, in the exercise of discretion,
considers necessary to make an informed decision to approve or deny the
proposed transaction; and
(20) in
addition to all other requirements of this subsection, with respect to an
interstate merger transaction:
(A) any
additional opinions and information the applicant, by contacting the
department, determines the banking commissioner requires; and
(B) information regarding applicable host
state law and evidence of compliance with the
law.
(c)
Applicant's duty to disclose. The applicant must supply all material
information necessary for the banking commissioner to make a fully informed
decision on the application.
(d)
Public notice. Within 14 days prior to or 14 days after submission of the
initial application, the applicant must publish notice in accordance with the
requirements of §
RSA 15.5 of this
title (relating to Public Notice) in the specified communities where the home
offices of the applicant and other financial institutions involved in the
transaction are located. With respect to an interstate merger transaction, the
applicant must inform the department of the publication requirements in the
host state for the banking commissioner to determine, pursuant to §
RSA
15.5(e) of this title,
whether those requirements satisfy the publication requirements of this
subsection.
