§ 54B-37.1. Simultaneous conversion/merger. - North Carolina Statutes

§ 54B‑37.1. Simultaneous conversion/merger.

(a)        The Commissioner ofBanks shall not approve any application for the conversion of an associationfrom mutual to stock form and its simultaneous (i) merger into a stock‑ownedsavings institution or bank or (ii) acquisition by an operating financialinstitution holding company except as authorized in subsection (b) of thissection. As used in this section, "simultaneous conversion/merger"shall mean a transaction in which the members of a mutual association proposingto convert to stock form are offered the opportunity to purchase (i) stock inthe savings institution or bank into which it will be merged or (ii) stock inthe holding company by which it will be acquired.

(b)        The Commissioner ofBanks shall approve a plan of simultaneous conversion/merger only if:

(1)        The transaction isproposed to address supervisory concerns of the Commissioner of Banks as to thesafety and soundness of the mutual association; or

(2)        The mutualassociation:

a.         Operates in a local marketarea in which long‑term trends make reasonable growth, continuedprofitability, and safe and sound operation appear unlikely;

b.         Furnishes evidenceconcerning its asset size, capital to assets ratio, and other factors, whichmay include a cost/benefit analysis, satisfactory to the Commissioner of Banksthat a simultaneous conversion/merger is more likely than remainingindependent, merging with a mutual institution, converting to stock ownership,or other alternatives available to the association, to result in deposit,credit, and other financial services being provided within the local communitysafely and soundly on a long‑term basis; and

c.         Furnishes evidencesatisfactory to the Commissioner of Banks that no director, officer, or otherperson associated with the parties to the proposed transaction will receivebenefits as a result of the simultaneous conversion/merger which in theaggregate exceed those permitted under federal regulations governing similartransactions.

(c)        The Commissioner ofBanks may adopt rules to govern simultaneous conversion/mergers, which rulesshall contain restrictions or limitations which equal or exceed the limitationsor restrictions contained in the rules of federal regulatory agencies governingsimilar transactions. No plan of a simultaneous conversion/merger shall beapproved by the Commissioner of Banks unless it includes notification by firstclass mail to the members of the association to be acquired explaining thedetails of the plan including economic benefits or incentives to be received byofficers and directors of the association, if any. Shares of stock in theacquiring entity purchased at a discount or otherwise by members of theassociation as part of the simultaneous conversion/merger shall be without limitationon subsequent sales by such members: provided, however, rules adopted by theCommissioner of Banks may place limitations of the sale of such stock purchasedby officers and directors of the association. (1995, c. 479, s. 4; 2001‑193, s. 16.)