Mergers and Acquisitions of State and National Banks and Thrift Institutions (Financial Institutions)

• Purchases, sales and statutory mergers of financial institutions, including state and national banks, federal savings banks, and credit unions

• Purchases and sales of financial institutions branches

• Purchases, sales and statutory mergers of financial institutions

• Purchases and sales of companies engaged in “closely related banking activities” as defined by regulation of the Federal Reserve System or Office of Thrift Supervision

• Due diligence performance for either the buyer or seller to a statutory merger of financial institutions

Purchases and sales of companies engaged in “closely related banking activities” as defined by the Federal Reserve System and Office of Thrift Supervision

 

“Closely related non-banking activities” include extending credit (finance or loan companies), servicing loans, performing appraisals of real and personal property, leasing real and personal property and buying and selling securities (acting as broker).

 

Due diligence performance for the purchaser or party to a statutory merger of state or national banks or Federal savings banks:

• Investment securities and loan portfolios of the institution to be purchased or merged for quality, transferability, documentation, adequacy of the allowance for loan losses, interest rates and interest rate sensitivity

• Deposits of the institution to be purchased or merged for large accounts controlled by the same or affiliated parties, accounts originated or controlled outside of the trade area, public funds and institutional accounts, interest rates and  interest rate sensitivity

• Reports of examination conducted by regulatory agencies and all correspondence received from and addressed to regulatory bodies for any restrictions or limitations imposed by one or more of such agencies on the operations of the selling or merging institution

• Audit reports prepared by independent certified public accountants

• Ownership and transferability of all classes of the capital stock of the selling or merging institution

• “Other borrowed money” for interest rates, maturities, collateral and other relevant features or terms

• All assets and liabilities other than investment securities, loans, deposits and other borrowed money

• Any pending or threatened litigation in which the selling or merging institution has been or may be named a defendant or codefendant

• All other contingent liabilities including any liability for taxes

• Non-interest income and expense for agreements or commitments made with or to any current or former employees and directors including employee benefits or executive compensation plans

• Terms of all agreements and contracts entered into by the selling or merging institution for goods and services including any third party outsourcing arrangements

• All insurance coverage’s including blanket bond and liability coverage

• Minutes of all meetings of the Boards of Directors of the selling or merging institution and, if applicable, the holding company of the selling or merging institution

• All operating policies adopted by the Board of Directors of the selling or merging institution

• Other matters as may be required by specific conditions of the selling or merging institution or holding company