Texas Register, Volume 37, Number 35, Pages 6819-7008, August 31, 2012 Page: 6,849
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of this title [(relating to Public Notice)], whether those requirements
satisfy the publication requirements of this subsection.
(e) (No change.)
15.105. Application for Authority to Purchase Assets ofAnother Fi-
nancial Institution.
(a) - (c) (No change.)
(d) Public notice. Within 14 days prior to or 14 days after sub-
mission of the initial application, the applicant must publish notice in
accordance with the requirements of 15.5 of this title (relating to Pub-
lic 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 15.5(e)
of this title [(relating to Publie Notice)], whether those requirements
satisfy the publication requirements of this subsection.
15.106. Application for Authority to Sell Assets.
(a) Scope. This section governs an application for the sale of
assets pursuant to the Finance Code, 32.405. A state bank that seeks
to continue engaging in the business of banking after selling assets for
a sales price exceeding an amount equal to three times the bank's unim-
paired capital and surplus, pursuant to Finance Code, 32.405(a), may
not consummate the sale of assets without the written approval of the
banking commissioner. A state bank seeking to sell all or substantially
all of its assets after obtaining approval of its shareholders must submit
a plan of voluntary dissolution and liquidation to the banking commis-
sioner for approval under the Finance Code, 32.405(c) and 36.101
et seq, and the transaction is outside the scope of this section. A sale
of assets requiring shareholder approval in which all liabilities of the
seller are assumed by a depository institution, which is in substance
and intent a merger, is considered to be a merger subject to 15.104
of this title (relating to Application for Merger or Share Exchange) or
15.107 of this title (relating to Notice of Merger, Reorganization, or
Conversion of a State Bank into Another Form of Financial Institu-
tion). [Subsection (e) of this section specifically addresses a sale of as-
sets without shareholder approval ander the Finanee Ge. 32.4 5
or Finance Code ,203.003.]
(b) Subsection (f) of this section specifically addresses a
sale of assets without shareholder approval under the Finance Code,
32.405(a)(7) or Finance Code, 203.003.
(c) [(b)] Form of application. [A state bank seeking to sell all
or substantially all of its assets after obtaining approval of its share-
holders must submit a plan of voluntary dissolution and liquidation
to the banki commissioner for approval t under the Finan i odes
NS 32.05c) and 36.U et fseq and the transaction is outside the scope
of this section Howe ver a sale of assets requiring shareholder ap-
preval in which all liabilities of the seller are assumed by a depository
inst kution, which is in substance and intent a merger is onsideed to
be a merger subject to 4 ef this tite ( elai to Applicati for
Me..re Shr oSar Exchange) or .50-7 of this title i to Notice
of P r .r Genversion .... of a Sitate Bnk into An-
other Form of Fintancial Institution) A state bank that seeks to con-
tnue engaging in the business of banking after selling substanally all
of its ass.t as that term defined in 1 b)(1-8) of this title (relat-
ing to Dfinitions, may not consummate the sale of assets without the
written approval of the banking commissioner] The applicant must
submit a fully completed, verified application on a form prescribed by
the banking commissioner and simultaneously tender the required fil-
ing fee pursuant to 15.2 of this title (relating to Filing Fees and Cost
Deposits). The application must, except to the extent waived by the
banking commissioner, include:(1) a summary of the proposed transaction, including a de-
scription of the types and total dollar amounts of assets and liabilities
transferred;
(2) a copy of all agreements related to the proposed trans-
action 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 par-
ticipant 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 continuing viability of the appli-
cant, including a description of its 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 appli-
cant;
(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 insti-
tution and bank holding company involved in the proposed transaction;
(9) that portion of the watch list of the applicant that identi-
fies low-quality assets being sold or related liabilities being transferred;
(10) a description of all material, legal or administrative
proceedings involving the applicant;
(11) an opinion of legal counsel that conforms with
15.109 of this title (relating to Opinion of Legal Counsel), conclud-
ing:
(A) the sale of assets by the applicant has been duly
authorized by the board and shareholders or participants of the ap-
plicant in accordance with the Texas Business Organizations Code
[Corporation Act], or that such authorization is not required, stating
the basis for that conclusion;
(B) the transaction will not cause or result in a material
violation of the laws of this state relative to the organization and oper-
ation of state banks;
(C) all deposit liabilities transferred in the transaction
will be discharged or otherwise assumed or retained by a financial in-
stitution that is authorized by law to do so;
(D) each purchasing entity that is not a financial institu-
tion will not be engaged in the unauthorized business of banking; and
(E) all conditions with respect to the transaction im-
posed by the banking commissioner have been satisfied or otherwise
resolved or, to the best knowledge of legal counsel, no conditions have
been imposed;
(12) a copy of each filing regarding the proposed transac-
tion that is required by another governmental authority, complete with
all related attachments, exhibits, and correspondence;PROPOSED RULES August 31, 2012 37 TexReg 6849
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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/m1/31/: accessed April 19, 2024), University of North Texas Libraries, The Portal to Texas History, https://texashistory.unt.edu; crediting UNT Libraries Government Documents Department.