On January 19, 2021, the FDIC Board of Directors approved a notice of proposed rulemaking that would rescind and remove 12 CFR part 390, subpart W, entitled Securities Offerings; rescind the 1996 Statement of Policy on the Use of Offering Circulars in Connection with the Public Distribution of Bank Securities; propose a new regulation regarding securities offerings to be made by State nonmember banks and State savings associations; and include technical amendments to update related regulations.
Statement of Applicability to Institutions with Total Assets Under $1 Billion: This Financial Institution Letter (FIL) applies to all FDIC-supervised institutions.
As described in the proposed rulemaking, the FDIC would:
- Rescind the transferred OTS securities offering regulation, part 390, subpart W, which is applicable only to State savings associations; rescind the FDIC’s 1996 Statement of Policy on the Use of Offering Circulars, which is applicable only to State nonmember banks; propose a new regulation governing securities offering disclosures; and make other technical amendments to FDIC’s regulations referencing mutual-to-stock conversions;
- Reference SEC requirements for, and exemptions from, preparing registration statements and prospectuses; and set forth rules for offers and sales of securities by issuers, underwriters, and dealers;
- Reference OCC regulations for stock offerings made in connection with mutual-to-stock conversions;
- Make technical amendments to parts 303 and 333, with respect to insured mutual state-chartered savings banks mutual-to-stock conversions.
The proposed regulation would be incorporated into subpart A of part 335 of the FDIC’s regulations. The proposed regulation would apply to securities offerings to be made by FDIC-supervised institutions in organization, FDIC-supervised institutions subject to an enforcement order that intend to issue securities, FDIC-supervised institutions converting from a mutual-to-stock form of ownership, and subsidiaries of State savings associations in one of the categories.
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