Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 2 - TEXAS DEPARTMENT OF BANKING › Chapter 15 - CORPORATE ACTIVITIES › Subchapter F - APPLICATIONS FOR MERGER, CONVERSION, AND PURCHASE OR SALE OF ASSETS › Section 15.105 - Application for Authority to Purchase Assets of Another Financial Institution

Current through Reg. 49, No. 28; July 12, 2024
(a) Scope. This
				  section governs an application for the purchase of assets pursuant to the
				  Finance Code, §§
										RSA
				  32.001(c) and
				  RSA
				  32.401-RSA
				  32.404 or Finance Code §
										RSA
				  203.001(b).
(b) Form of application. The applicant must
				  submit a fully completed, verified application on a form prescribed by the
				  banking commissioner and simultaneously tender the required filing fee pursuant
				  to §
										RSA
				  15.2 of this title (relating to Filing and
				  Investigation Fees). The application must, except to the extent waived by the
				  banking commissioner, include:
(1) a summary
				  of the proposed transaction, including a description of the types and total
				  dollar amounts of liabilities and obligations expressly assumed;
(2) a copy of all agreements related to the
				  proposed transaction 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 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 an explanation of the basis for concluding that
				  this action was not required;
(4)
				  an assessment of the applicant's 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 applicant;
(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 institution and bank holding company involved in the proposed
				  transaction;
(9) a copy of that
				  portion of the most recent watch list for the applicant and that portion of the
				  watch list of the selling party that identifies low-quality assets being
				  acquired or liabilities being assumed;
(10) a description of the due diligence
				  review conducted by or for the applicant and a summary of findings;
(11) a description of all material legal or
				  administrative proceedings involving the applicant;
(12) an opinion of legal counsel that
				  conforms with §
											RSA
				  15.109 of this title (relating to Opinion of
				  Legal Counsel), concluding:
(A) the
				  transaction will not cause or result in a material violation of the laws of
				  this state relative to the organization and operation of state banks;
(B) the liabilities and obligations of the
				  purchasing bank will be limited to those expressly assumed under the purchase
				  agreement, unless otherwise required by law; and
(C) all conditions with respect to the
				  transaction imposed by the banking commissioner have been satisfied or
				  otherwise resolved or, to the best knowledge of legal counsel, no conditions
				  have been imposed;
(13) a
				  copy of each filing regarding the proposed transaction that is required by
				  another governmental authority, complete with all related attachments,
				  exhibits, and correspondence;
(14)
				  a current pro forma balance sheet and income statement of the applicant, with
				  adjustments, reflecting the proposed transaction as of the most recent quarter
				  ended immediately prior to the filing of the application;
(15) 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 statement
				  required in accordance with paragraph (14) of this subsection;
(16) an explanation of the manner and basis
				  of valuing any of the shares or other evidences of ownership of an entity that
				  is to constitute part of the consideration used to acquire assets;
(17) the location of each new branch of the
				  applicant that will result from the transaction;
(18) 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;
(19)
				  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; and
(20) in
				  addition to all other requirements of this subsection, with respect to an
				  interstate merger transaction:
(A) any
				  additional opinions and information the applicant, by contacting the
				  department, determines the banking commissioner requires; and
(B) information regarding applicable host
				  state law and evidence of compliance with the
				  law.