Texas Register, Volume 37, Number 35, Pages 6819-7008, August 31, 2012 Page: 6,850
6819-7008 p. ; 28 cm.View a full description of this periodical.
Extracted Text
The following text was automatically extracted from the image on this page using optical character recognition software:
(13) a current pro forma balance sheet and income state-
ment of the applicant, with adjustments, reflecting the proposed sale
of assets as of the most recent quarter ended immediately prior to the
filing of the application;
(14) 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 state-
ment required in accordance with paragraph (13) of this subsection;
(15) an explanation of compliance with or nonapplicability
of the provisions of governing law relating to the rights of dissenting
shareholders;
(16) an explanation of the manner and basis of valuing any
of the shares or other evidences of ownership of a party that will con-
stitute part of the consideration received for the sold assets;
(17) 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; and
(18) other information that the banking commissioner, in
the exercise of discretion considers necessary to make an informed de-
cision to approve or deny the proposed transaction.[, and]
(-19) in addition to all -ther requirements of this subsee-
tion, with respect to an interstate merger transaction-
(A ny additional opinions and information the appli-
eant by contacting the epa r ent. dete,.rmines the banking commis-
sioner requires; and]
(B) information re..ardi i applicable host state law
and evidence of compliance with the law4J
(d) [(c)] Applicant's duty to disclose. The applicant must sup-
ply all material information necessary for the banking commissioner to
make a fully informed decision on the application.
(e) [(4)] 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 15.5 of this title (relating to
Public Notice) in the community where its home office is located and
in other communities as the banking commissioner may direct. [With
respect to an interstate merger transaction the .applicant must inform
the depatment of the publication requirements in the host state for the
banking ee ssioner to ~ermine pursuant to 1-5(e) of this title
(relating to Pul e Notice), whether those requirements satisfy the pub-
lication requirements of this subsection-]
(f) [(e)] Sale of assets without shareholder approval under the
Finance Code, 32.405(a). The board of a state bank, with the prior
written approval of the banking commissioner, may cause a bank to
sell all or substantially all of its assets without shareholder or partici-
pant approval if the banking commissioner finds the interests of depos-
itors and creditors are jeopardized because of insolvency or imminent
insolvency and that the sale is in their best interest.
(1) To obtain approval of the banking commissioner under
this subsection, the applicant must submit a verified application on a
form prescribed by the banking commissioner and simultaneously ten-
der the required filing fee pursuant to 15.2 of this title. The application
must, except to the extent waived by the banking commissioner under
15.12 [4-5-12] of this title (relating to Waiver of Requirements), in-
clude:(A) a copy of each filing regarding the sale that is re-
quired by another governmental authority, complete with all related
attachments, exhibits, and correspondence;
(B) a copy of the transaction agreement executed by an
authorized representative of each party to the transaction, which must
include an assumption and promise by the buyer to pay or otherwise
discharge:
(i) all of the applicant's liabilities to depositors;
(ii) all of the applicant's liabilities for salaries of the
applicant's employees incurred before the date of the sale;
(iii) obligations incurred by the banking commis-
sioner arising out of the supervision or sale of the applicant; and
(iv) fees and assessments due the department;
(C) for each party to the transaction, a certified copy of
those portions of the minutes of board meetings and, with respect to
the purchaser, 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 in the alternative, an ex-
planation of the basis for concluding that this action was not required;
(D) a copy of current financial statements for each en-
tity 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;
(E) that portion of the most recent watch list of the ap-
plicant that identifies low-quality assets;
(F) a description of all material legal or administrative
proceedings involving the applicant; and
(G) 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. With respect
to a proposed interstate merger transaction, the applicant must contact
the department to determine additional information that the banking
commissioner requires in the application.
(2) The banking commissioner will expedite processing of
an application under this subsection to the extent required to protect
the interests of the depositors and creditors of the applicant. An appli-
cation under this subsection is not subject to the notice and publication
requirements of 15.5 of this title except as may otherwise be required
by the banking commissioner.
15.107. Notice of Merger, Reorganization, or Conversion of a State
Bank into Another Form of Financial Institution.
(a) (No change.)
(b) Form of notice. A state bank does not cease to be subject
to the jurisdiction of the banking commissioner until the banking com-
missioner is given written notice of intent to merge, reorganize, or con-
vert before the 31st day preceding the date of the proposed transaction
and the merger, reorganization, or conversion has otherwise become
effective. The notice must, except to the extent waived by the banking
commissioner, include:
(1)- (4) (No change.)
(5) Opinion of legal counsel. An opinion of legal counsel
that conforms with the requirements of 15.109 of this title (relating to
Opinion of Legal Counsel), concluding:
(A) the merger, reorganization, or conversion of the
state bank has been duly authorized by its board and shareholders or37 TexReg 6850 August 31, 2012 Texas Register
Upcoming Pages
Here’s what’s next.
Search Inside
This issue can be searched. Note: Results may vary based on the legibility of text within the document.
Tools / Downloads
Get a copy of this page or view the extracted text.
Citing and Sharing
Basic information for referencing this web page. We also provide extended guidance on usage rights, references, copying or embedding.
Reference the current page of this Periodical.
Texas. Secretary of State. Texas Register, Volume 37, Number 35, Pages 6819-7008, August 31, 2012, periodical, August 31, 2012; Austin, Texas. (https://texashistory.unt.edu/ark:/67531/metapth253227/m1/32/: accessed April 19, 2024), University of North Texas Libraries, The Portal to Texas History, https://texashistory.unt.edu; crediting UNT Libraries Government Documents Department.