§ 192.200 Review, approval, or denial of application for conversion. ( a ) *Standards for review of application.* The appropriate Federal banking agency may approve an application for conversion only if: ( 1 ) The conversion complies with this part;
( 2 ) The savings association will meet its regulatory capital requirements under 12 CFR part 3 or part 324, as applicable, after the conversion; and
( 3 ) The conversion will not result in a taxable reorganization under the Internal Revenue Code of 1986, as amended.
( b ) *Standards for review of appraisal.* The appropriate Federal banking agency will review the appraisal required by § 192.150(a)(2) in determining whether to approve the application. The appropriate Federal banking agency will review the appraisal under the following requirements. ( 1 ) Independent persons experienced and expert in corporate appraisal, and acceptable to the appropriate Federal banking agency, must prepare the appraisal report.
( 2 ) An affiliate of the appraiser may serve as an underwriter or selling agent, if the savings association ensures that the appraiser is separate from the underwriter or selling agent affiliate and the underwriter or selling agent affiliate does not make recommendations or affect the appraisal.
( 3 ) The appraiser may not receive any fee in connection with the conversion other than for appraisal services.
( 4 ) The appraisal report must include a complete and detailed description of the elements of the appraisal, a justification for the appraisal methodology, and sufficient support for the conclusions.
( 5 ) If the appraisal is based on a capitalization of the savings association's pro forma income, it must indicate the basis for determining the income to be derived from the sale of shares, and demonstrate that the earnings multiple used is appropriate, including future earnings growth assumptions.
( 6 ) If the appraisal is based on a comparison of the savings association's shares with outstanding shares of existing stock associations, the existing stock associations must be reasonably comparable in size, market area, competitive conditions, risk profile, profit history, and expected future earnings.
( 7 ) The appropriate Federal banking agency may decline to process the application for conversion and deem it materially deficient or substantially incomplete if the initial appraisal report is materially deficient or substantially incomplete.
( 8 ) A savings association may not represent or imply that the appropriate Federal banking agency approved the appraisal.
( c ) *Compliance with the Community Reinvestment Act.* The appropriate Federal banking agency will review the savings association's compliance record under 12 CFR part 25 and its business plan to determine how the savings association will serve the convenience and needs of its communities after the conversion. ( 1 ) Based on this review, the appropriate Federal banking agency may approve the application, deny the application, or approve the application on the condition that the savings association will improve its CRA performance or that the savings association will address the particular credit or lending needs of the communities that it will serve.
( 2 ) The appropriate Federal banking agency may deny the application if the savings association's business plan does not demonstrate that its proposed use of conversion proceeds will help the savings association to meet the credit and lending needs of the communities that it will serve.
( d ) *Additional information.* The appropriate Federal banking agency may request that a savings association amend its application if further explanation is necessary, material is missing, or material needs correction.
( e ) *Denial of application.* The appropriate Federal banking agency will deny an application if the application does not meet the requirements of this subpart, unless the appropriate Federal banking agency waives the requirement under § 192.5(c).
[85 FR 42643, July 14, 2020, as amended at 89 FR 22068, Mar. 29, 2024]