2023 Vermont Statutes › Title 8 - Banking and Insurance › Chapter 207 - Merger, Share Exchange, Consolidations, and Acquisitions › § 17601. Change in control

§ 17601. Change in control
(a) The applicant in any acquisition application filed under the federal Bank Change in Control Act, the federal Savings and Loan Holding Company Act, or the Bank Holding Company Act by a holding company that controls a Vermont financial institution or by a person that intends to acquire a Vermont financial institution or financial institution holding company shall file a copy of the application with the Commissioner at the time the application is filed with the appropriate federal supervisory agency. The applicant shall notify the Commissioner of any amendments to the application by filing with the Commissioner a copy of any amendments that are required to be filed with the appropriate federal supervisory agency. A copy of any acquisition approval issued by the appropriate federal supervisory agency shall be filed with the Commissioner by the applicant within 30 days of its issuance. The Commissioner shall not disclose any information obtained pursuant to this section that is treated as confidential under federal law.
(b) Any other acquisition of a Vermont financial institution, or acquisition of 25 percent or more of the equity interests of a Vermont financial institution or a holding company controlling a Vermont financial institution subsidiary that is not included in subsection (a) of this section, shall be considered a change in control and subject to subsections (c), (d), and (e) of this section.
(c) Any person seeking to obtain control of a Vermont financial institution or financial institution holding company controlling a Vermont financial institution subsidiary shall be required to file an application with the Commissioner on a form prescribed by the Commissioner containing the following information:
(1) The name and address of each person by whom or on whose behalf the acquisition of control is to be effected, referred to in this section as the “acquiring party,” and:
(A) if such person is an individual, his or her principal occupation and all offices and positions held during the past five years and any crime conviction during the past ten years;
(B) if such person is not an individual, a report of the nature of its business operations during the past five years or for such lesser period as such person and any predecessors thereof shall have been in existence; an informative description of the business intended to be done by such person and such person’s subsidiaries; and a list of all individuals who are or who have been selected to become directors or executive officers of such person or who perform or will perform functions appropriate to such positions. Such list shall include for each such individual the information required by subdivision (1)(A) of this subsection.
(2) The source, nature, and amount of the consideration used or to be used in effecting the acquisition of control, a description of any transaction in which funds were or are to be obtained for any such purpose, and the identity of persons furnishing such consideration; provided, however, that where a source of such consideration is a loan made in the lender’s ordinary course of business, the identity of the lender shall remain confidential if the person filing such statement so requests.
(3) Fully audited financial information as to the earnings and financial condition of each acquiring party for the preceding five fiscal years of each such acquiring party, or for such lesser period as such acquiring party and any predecessors thereof shall have been in existence, and similar unaudited information as of a date not earlier than 90 days prior to the filing of the statement.
(4) Any plans or proposals that each acquiring party may have to liquidate such financial institution, to sell its assets, or merge or consolidate it with any person or to make any other material change in its business or organizational structure or management.
(5) The number of shares of equity interests that each acquiring party proposes to acquire, and the terms of the acquisition, and a statement as to the method by which the fairness of the proposal was determined.
(6) The amount of each class of any equity interest that is beneficially owned or concerning that there is a right to acquire beneficial ownership by each acquiring party.
(7) A full description of any contracts, arrangements, or understandings with respect to any equity interest in which any acquiring party is involved. Such description shall identify the persons with whom such contracts, arrangements or understandings have been entered.
(8) A description of the purchase of any equity interest during the 12 calendar months preceding the filing of the statement, by any acquiring party, including the dates of purchase, names of the purchasers, and consideration paid or agreed to be paid.
(9) Copies of all agreements to acquire or exchange any equity interests.
(10) The terms of any agreement made with any broker-dealer and the amount of any fees, commissions, or other compensation to be paid to any broker-dealer.
(11) Such additional information as the Commissioner may prescribe.
(d) The Commissioner, in his or her discretion, may accept all or part of a copy of an application filed with another supervisory agency that contains the information required by subsection (c) of this section.
(e) The application shall be subject to the provisions of chapter 201, subchapter 7 of this title. (Added 1999, No. 153 (Adj. Sess.), § 2, eff. Jan. 1, 2001; amended 2021, No. 105 (Adj. Sess.), § 303, eff. July 1, 2022.)