Background Investigations
Background Investigations for Change in Control and/or Holding Company Notices
The Change in Bank Control Act (12 USC 1817(j)) and the Change in Savings and Loan Control Act (12 USC 1730(q)) require the agencies to conduct an investigation of the competence, experience, integrity, and financial ability of a proposed acquirer, and to make an independent determination of the accuracy and completeness of any information submitted in a change in control notice. Accordingly, the agencies will:
Investigate the backgrounds of all change in control notice filers in accordance with the guidelines on background checks contained herein.
Require public notice of a change in control filing and solicit public comment except in supervisory cases.
Obtain copies of all pertinent purchase and sale agreements and related documents describing the terms and conditions of a proposed acquisition.
Obtain copies of any loan agreements and commitment letters relating to funds borrowed to make a proposed acquisition.
Obtain copies of any invitations or tenders or advertisements making a tender offer to stockholders for purchase of their stock to be used in connection with a proposed acquisition.
Obtain a signed financial statement from a proposed acquirer that includes detailed information on all significant assets and liabilities and on current and projected cash flow.
The agencies may required any additional information deemed necessary to make an independent determination of the accuracy and completeness of any information contained in a change in control notice.
/s/ Robert J. Herrmann Senior Deputy Comptroller for Bank Supervision Policy Office of the Comptroller of the Currency
/s/ William Taylor Director, Division of Banking Supervision and Regulation Board of Governors of the Federal Reserve System
/s/ Paul G. Fritts Director, Division of Bank Supervision Federal Deposit Insurance Corporation
/s/ Darrell Dochow Executive Director, Office of Regulatory Policy, Oversight, and Supervision Federal Home Loan Bank System
/s/ Nicholas Veghts Director, Department of Supervision, Office of Examination and Insurance National Credit Union Administration
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