New York Codes, Rules and Regulations › Title 3 - BANKING › Chapter I - GENERAL REGULATIONS OF THE SUPERINTENDENT › Part 86 - Organization And Operation Of Stock-form Savings Banks And Savings And Loan Associations › Section 86.6 - Sale of control in connection with the conversion of mutual thrift institutions to stock-form

Current through Register Vol. 46, No. 28, July 10, 2024
(a)
				Pursuant to the provisions of this subdivision and of section
				86.4 
				of this Part, a mutual thrift institution having net worth (determined in
				accordance with generally accepted accounting principles) of less than three
				percent of assets as of the end of the most recent period for which such
				institution has prepared audited financial statements, or which received net
				worth assistance from its Federal deposit insurer within the 12-month period
				ending on the date on which the application for conversion was filed with the
				superintendent, may seek approval to convert to stock form pursuant to a plan
				of conversion which provides for the sale of its capital stock to a person or
				persons who will be in control of such institution upon the purchase of such
				capital stock. Such institution shall be required to retain a reputable
				financial advisor of national standing with expertise in valuing financial
				institutions to advise it as to the fairness of the consideration to be paid by
				the proposed acquiror. The financial advisor shall furnish a written opinion
				specifically informing the converting thrift institution as to the fairness
				from a financial point of view to the converting institution of the proposed
				consideration. Such written opinion shall specifically disclose in reasonable
				detail:
(1) the professional standards
				employed by the financial advisor in arriving at its conclusions; and
(2) the factual basis upon which such
				conclusions were reached.
The opinion shall specifically state whether or not the
				  financial advisor, in arriving at its conclusions as to the fairness of the
				  proposed consideration has made efforts to determine whether, in its judgment,
				  there is the reasonably significant probability that financially able
				  purchasers of the character generally capable of securing regulatory approval
				  other than the proposed acquiror, given an opportunity, might have made good
				  faith offers to purchase control of the converting institution for a
				  consideration materially greater than that proposed to be paid by the proposed
				  acquiror, and has compared the consideration to be paid by the proposed
				  acquiror with the consideration paid in the purchase of other thrift
				  institutions of comparable size, market area, profit history, competitive
				  conditions and projected future earnings. If the financial advisor has made any
				  such efforts or any such comparisons, the nature and scope of such efforts and
				  comparisons shall be discussed in detail. The written opinion shall state
				  whether and on what basis the financial advisor believes that the consideration
				  to be paid by the proposed acquiror exceeds the aggregate amount of net
				  proceeds which the converting institution could have realized if the capital
				  stock to be sold to the proposed acquiror had been sold in a subscription
				  offering followed by an underwritten public offering. The written opinion shall
				  be delivered to the Banking Department before any approval of the application
				  for conversion will be granted by the superintendent.