Ga. Comp. R. & Regs. R. 80-6-1-.03 - Qualifying Criteria for Expedited Processing; Acquisitions and One-bank Holding Company Formations
(1)
The qualifying criteria for a bank holding company to be eligible for expedited
processing for an acquisition is as follows:
(a) Well-capitalized organization.
1. Bank holding company (BHC). Both at the
time of and immediately after the proposed transaction, the acquiring BHC is
well capitalized.
2. Insured
depository institutions. Both at the time of and immediately after the proposed
transaction.
(i.) The lead insured depository
institution of the acquiring BHC is well capitalized;
(ii.) Well-capitalized insured depository
institutions control at least eighty (80) percent of the total average total
assets of insured depository institutions controlled by the acquiring BHC;
and
(iii.) No insured depository
institution controlled by the acquiring BHC is undercapitalized.
(3) Well capitalized and
undercapitalized shall be as defined in the appropriate capital regulation and
guidance of the applicable institution's primary federal regulator.
(b) Well-managed organization.
(1) Satisfactory examination ratings. At the
time of the transaction, the acquiring BHC, its lead insured depository
institution, and insured depository institutions that control eighty (80)
percent of the total risk-weighted assets of insured depository institutions
controlled by the BHC are well managed as defined by the Board of Governors of
the Federal Reserve System, and have received "satisfactory" or better
composite ratings at the most recent examination.
(2) No poorly managed institutions. No
insured depository institution controlled by the acquiring BHC has received one
of the two lowest composite ratings at the institution's most recent
examination or subsequent review by the state or appropriate federal banking
agency for the institution.
(a) Established CRA performance record. At
the time of the transaction, the lead insured depository institution of the
acquiring BHC and insured depository institutions that control at least eighty
(80) percent of the total risk-weighted assets of insured institutions
controlled by the BHC have received a satisfactory or better composite rating
at the most recent CRA examination.
(d) Public comment. No comment that is timely
and substantive in response to any notice of a transaction is received by the
Department or is made known to it by any other regulatory agency, other than a
comment that supports approval of the proposal.
(e) Competitive criteria. Without regard to
any divestitures proposed by the acquiring BHC, the acquisition does not cause:
1. Insured depository institutions controlled
by the acquiring BHC to control in excess of thirty (30) percent of market
deposits in any relevant banking market; or
2. The Herfindahl-Hirschman index to increase
by more than 200 points in any relevant banking market with a post-acquisition
index of at least 1800 and with a population in excess of 10,000.
3. Any state or federal agency with authority
to find that the consummation of the transaction is likely to have a
significant adverse effect on competition in any relevant banking
market.
(f) Size of
acquisition.
1. Limited growth. Except as
provided below, the sum of the aggregate average total assets to be acquired in
the proposal and the aggregate average total assets acquired by the acquiring
BHC in all other qualifying transactions does not exceed thirty-five (35)
percent of the consolidated average total assets of the acquiring BHC. For
purposes of this paragraph "other qualifying transactions" means any
transaction approved under 12 CFR §
225.14 or
12 CFR §
225.23 during the 12 months prior to filing
the notice; and
2. Individual size
limitation. The average total assets to be acquired do not exceed $7.5
billion;
3. Small bank holding
companies. The limited growth section shall not apply if, immediately following
consummation of the proposed transaction, the consolidated average total assets
of the acquiring BHC are less than $300 million.
(g) Supervisory Actions. During the 12 month
period ending on the date on which the BHC proposes to consummate the proposed
transaction, no formal administrative order, including a written agreement,
cease and desist order, capital directive, prompt corrective action directive,
asset-maintenance agreement or other formal enforcement action, is or was
outstanding against the BHC or any depository institution subsidiary of the
BHC, and no formal administrative enforcement proceeding involving any such
enforcement action, order, or directive is or was pending.
(h) Consummation of the transaction must not
violate any provision of the Bank Holding Company Act.
(i) In addition, the Department may deny or
remove from expedited processing, any institution's application where it finds
that:
1. Safety and soundness concerns of the
Department dictate a more comprehensive review;
2. Any material adverse comment is received
by the Department;
3. Other
supervisory concerns, legal issues, or policy issues come to the attention of
the Department; or
4. Any other
good cause exists for denial or removal.
In this event, the institution will be notified that expedited processing is not available, the reason, and instructions as to how to proceed.
(2) The qualifying criteria for a one-bank
holding company formation to be eligible for expedited processing is as
follows:
(a) The shareholder or shareholders
who control at least 67 percent of the shares of the bank will control,
immediately after the reorganization, at least 67 percent of the shares of the
holding company in substantially the same proportion, except for changes in
shareholders' interests resulting from the exercise of dissenting shareholders'
rights under state or federal law;
(b) No shareholder or group of shareholders
acting in concert will, following the reorganization, own or control 10 percent
or more of any class of voting shares of the BHC unless that shareholder or
group of shareholders was authorized by the Department and the appropriate
federal banking agency for the bank, to own or control 10 percent or more of
any class of voting shares of the bank;
(c) The bank is adequately capitalized as
defined in Section 38 of the Federal Deposit Insurance Act (12 USC §
1831o);
(d) The bank has received at least a
composite "1" or "2" rating at its most recent examination, in the event that
the bank was examined;
(e) At the
time of the reorganization, neither the bank nor any of its officers,
directors, or shareholders is involved in any unresolved supervisory or
enforcement matters with any appropriate state or federal banking
agency;
(f) The company
demonstrates that any debt that it incurs at the time of the reorganization,
and the proposed means of retiring this debt, will not place undue burden on
the holding company or its subsidiary on a pro forma basis;
(g) The holding company would not, as a
result of the reorganization, acquire control of any additional bank or engage
in any activities other than those of managing and controlling banks;
and
(h) In addition, the Department
may deny or remove from expedited processing, any institution's application
where it finds that:
1. Safety and soundness
concerns of the Department dictate a more comprehensive review;
2. Any material adverse comment is received
by the Department;
3. Other
supervisory concerns, legal issues, or policy issues come to the attention of
the Department;
4. Any other good
cause exists for denial or removal.
In this event, the institution will be notified that expedited processing is not available, the reason, and instructions as to how to proceed.
(i) If
the application satisfies the requirements for expedited treatment and it is
not removed from expedited consideration by the Department, then the applicant
is not required to issue the public notice required by Rule
80-6-1-.05.
(3) In the event an applicant qualifies for
expedited processing and is not removed from expedited consideration by the
Department, the expedited application will be processed within 30 days of the
Department receiving a completed application.
Notes
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