12 CFR § 16.9 - Securities offered and sold in holding company dissolution.
Offers and sales of national bank or Federal savings association issued securities in connection with the dissolution of the holding company of the national bank or Federal savings association 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 national bank or Federal savings association 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 or savings association, for bank or savings association stock;
(b) The security holders receive, after the dissolution, substantially the same proportional share interests in the national bank or Federal savings association as they held in the holding company;
(c) The rights and interests of the security holders in the national bank or Federal savings association are substantially the same as those in the holding company prior to the transaction; and
(d) The national bank or Federal savings association has substantially the same assets and liabilities as the holding company had on a consolidated basis prior to the transaction.