March 2, 2020
To our clients and friends:
Acquisitions by credit unions of banks have become much more common over the last few years. As a result, the National Credit Union Administration (the “NCUA”) recently issued a notice of proposed rulemaking (the “Proposed Rule”) to prescribe procedures for reviewing and approving bank acquisitions by federally-insured credit unions (“FICUs”). Specifically, the Proposed Rule: (1) stipulates the information about the bank acquisition transaction that must be provided to the NCUA; (2) provides that all bank acquisition transactions require the prior approval of the NCUA and, for state-chartered FICUs, the prior approval of their state regulators; and (3) ensures that the directors of the FICU proposing a bank acquisition transaction understand the nature and ramifications of the transaction.
Credit unions seeking to acquire banks should understand that there are unique issues involved, such as the manner in which a bank acquisition transaction would be structured and its effects, the regulatory approval process to complete the transaction (including the process applicable to a target bank) and how field of membership issues and impermissible assets and activities of the target bank will be addressed.
Our Alert, which summarizes the key provisions of the Proposed Rule, is available here.
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February 21, 2020
To our clients and friends:
The Board of Governors of the Federal Reserve System has adopted new rules regarding when an investor will be presumed to have, directly or indirectly, acquired control of a banking organization for purposes of the Bank Holding Company Act and the Home Owners’ Loan Act. The new rules, which clarify some of the Federal Reserve’s existing rules and interpretations, relax certain presumptions of control and eliminate, with a few exceptions, the use of passivity agreements. The new rules will become effective April 1, 2020.
Our Alert, which summarizes the key provisions of the new rules, is available here.
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February 7, 2020
On February 5, 2020, Dime Community Bancshares, Inc. (“Dime”) completed an underwritten public offering of $75.0 million of its 5.50% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, with a liquidation preference of $25.00 per share. Dime raised approximately $72.2 million in the offering, net of underwriting discounts and expenses.
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January 24, 2020
On January 22, 2020, CF Mutual Holding Company, Cincinnati, Ohio, completed its conversion from the mutual holding company to the stock holding company form of organization and Cincinnati Bancorp, Inc., the new stock holding company for Cincinnati Federal, sold $15.5 million of common stock in a public offering.
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January 23, 2020
On January 16, 2020, FFBW, Inc., Waukesha, Wisconsin, the holding company for First Federal Bank of Wisconsin, completed its conversion from the mutual holding company to the stock holding company form of organization and related stock offering, whereby FFBW, Inc. sold $42.7 million of common stock at $10.00 per share.
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