§ 16.9Securities offered and sold in holding company dissolution.
Offers and sales of bank issued securities in connection with the dissolution of the holding company of the bank are exempt from the registration and prospectus requirements of § 16.3 pursuant to § 16.5(h), provided all of the following requirements are met:
(a) The offer and sale of bank-issued securities occurs solely as part of a dissolution in which the security holders exchange their shares of stock in a holding company that had no significant assets other than securities of the bank, for bank stock;
(b) The security holders receive, after the dissolution, substantially the same proportional share interests in the bank as they held in the holding company;
(c) The rights and interests of the security holders in the bank are substantially the same as those in the holding company prior to the transaction; and
(d) The bank has substantially the same assets and liabilities as the holding company had on a consolidated basis prior to the transaction.