DealLawyers.com Blog

Last week, the Office of the Comptroller of the Currency (OCC) issued an interim final rule governing the OCC’s review of business combinations involving national banks and federal savings associations under the Bank Merger Act that will be effective immediately upon publication in the Federal Register. The interim final rule both amends the changes to the review process finalized last September and rescinds the policy statement released simultaneously.

This Davis Polk alert explains in detail why the result of the interim final rule is that “what’s old is new again,” including the availability of streamlined application and expedited processing:

The OCC’s streamlined BMA application and expedited processing will now be available again in four limited situations:

─ Transactions between (1) an eligible bank or eligible savings association and (2) one or more eligible banks, eligible savings associations, or eligible depository institutions, where the target’s assets are no more than 50% of the acquirer’s total assets;

─ Transactions where (1) the acquirer is an eligible bank or eligible savings association, (2) the target bank or savings association is not an eligible bank, eligible savings association, or an eligible depository institution, and (3) the filers obtain prior OCC approval to use the streamlined form;

─ Transactions where (1) the acquirer is an eligible bank or eligible savings association, (2) the target bank or savings association is not an eligible bank, eligible savings association, or an eligible depository institution, and (3) the total assets to be acquired are no more than 10% of the acquirer’s total assets; and

─ Certain mergers of a national bank with one or more of its nonbank affiliates, where the filers obtain prior OCC approval to use the streamlined form and the total assets acquired are no more than 10% of the acquirer’s total assets.

In each case, the resulting bank or savings association must be well capitalized.

We’re posting resources in our “Bank M&A” Practice Area.

– Meredith Ervine