Current through Reg. 49, No. 38; September 20, 2024
(a) Scope. This section governs the
application for conversion of a financial institution into a state bank
pursuant to the Finance Code, §
RSA
32.502.
(b) Form of application. The applicant must
submit a fully completed, verified application on a form prescribed by the
banking commissioner and simultaneously tender a filing fee in the amount
required for the filing of an application for a new bank charter 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;
(2) a
statement explaining whether the proposed state bank will be in compliance with
each standard detailed in the Finance Code, §
RSA
32.502(b), certified by the
principal executive officer of the applicant;
(3) a copy of the plan of conversion executed
by an authorized representative of the applicant;
(4) certificate of conversion, including:
(A) the plan of conversion;
(B) the certificate of formation of the
proposed state bank;
(C) a
provision conditioning the conversion upon the approval of the banking
commissioner;
(5) 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 conversion, or a certificate of an officer verifying the action
taken by the board of directors and the shareholders or participants approving
the conversion;
(6) an assessment
of the future prospects, proposed officers and directors, and proposed branches
and other locations of the proposed state bank;
(7) an assessment of the current regulatory
and financial condition of the applicant;
(8) if the conversion changes the existing
CRA delineated community, a copy of a map depicting the proposed delineated
community of the resulting state bank;
(9) a copy of the latest annual report for
the applicant and, if applicable, its holding company;
(10) a copy of that portion of the most
recent watch list for the applicant that identifies low-quality
assets;
(11) a description of all
material legal or administrative proceedings involving the applicant or an
officer, director, or principal shareholder of 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
conversion of the applicant has been duly authorized by its board and
shareholders in accordance with governing law, and the applicant has in all
material respects complied with the procedures prescribed by the federal,
state, or foreign laws governing the exit of the applicant from its current
regulatory system;
(B) the
conversion will not cause or result in any material violation of the laws of
this state concerning the organization and operation of state banks;
(C) the proposed state bank will not be
engaged in a business other than banking or a business incidental to banking;
and
(D) all conditions with respect
to the conversion 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 conversion that is required by
another governmental authority, complete with all related attachments, exhibits
and related correspondence;
(14) a
current pro forma balance sheet and income statement of the applicant, with
adjustments, reflecting the proposed conversion as of the most recent quarter
ended immediately prior to the filing of the application;
(15) a copy of the applicant's current
strategic plan with a comparison to the strategic plan requirements contained
in the department's Memorandum 1009, including projections of the balance sheet
and income statement of the resulting state bank as of the quarter ending one
year from the date of the pro forma financial statement required by paragraph
(14) of this subsection;
(16) an
explanation of compliance with or nonapplicability of the provisions of
governing law relating to rights of dissenting shareholders to the
conversion;
(17) a copy of all
securities offering documents, proxy statements, or other disclosure materials
delivered or to be delivered to shareholders in connection with the proposed
conversion;
(18) an explanation of
the manner and basis of converting any shares or other evidences of ownership
of the applicant into shares, obligations, evidences of ownership, rights to
purchase securities or other securities of the proposed state bank, into cash
or other property, including shares, obligations, evidences of ownership,
rights to purchase securities or other securities of another person or entity,
or into any combination of these;
(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 conversion; and
(20) in addition to all other requirements of
this subsection, with respect to conversion of an out-of-state financial
institution into a state bank:
(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 an initial application under this section, the
applicant must publish notice in accordance with §
RSA 15.5 of this
title (relating to Public Notice) in the specified communities where the home
office of the applicant is located, and where the home office of the proposed
state bank will be located, if different. With respect to a conversion of an
out-of-state financial institution into a Texas state bank, 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.
(e) Approval by the
banking commissioner. The banking commissioner will approve a conversion only
if the application indicates substantial compliance with all conditions of the
Finance Code, §
RSA
32.502(b).
