Notice of Mutual Holding Company Reorganization
A mutual savings association that wishes to reorganize as a federally chartered Mutual Holding Company (MHC) under HOLA must submit a notice (FR MM-10(o)-1) to the Federal Reserve pursuant to section 239.3 of Regulation MM. The notice must include a copy of the savings association's reorganization plan. The reorganization plan must contain a complete description of all significant terms of the proposed reorganization; attach and incorporate any stock issuance plan proposed in connection with the reorganization plan; and comply with all of the other informational requirements specified in 12 CFR 239.6. In addition to the reorganization plan, a notice of reorganization must include, among other things, the information requested in the General Instructions to FR MM-10(o)-1, including proxy soliciting materials to be circulated to members of the reorganizing association; a business plan; evidence of the newspaper publication regarding the proposed transaction; financial, managerial and capital information; and information regarding the competitive effects of the proposed transaction. A copy of the reorganization plan must also be sent to members of the reorganizing association and any acquiree association (as defined in 12 CFR 239.2(a)). A notificant savings association may amend its filing or file additional information with respect to the filing upon its own initiative.
The information collected on the FR MM-10(o)-1 is necessary for the Board to fulfill its responsibilities under the Home Owners' Loan Act (HOLA) and Regulation MM to evaluate the subject transactions. The completed filings provide data on, among other things, the structure of the proposed transaction; the reorganization plan, the plan of conversion, or stock issuance plan (as applicable); the business plan; the pro forma financial condition of the applicant or notificant; and the effect of the proposed transaction on the organization's ability to satisfy the convenience and needs of the communities it serves.
The Board's Regulation MM, which implements section 10(o) of HOLA, provides that certain transactions involving an MHC require prior written approval of the Board. These transactions include the reorganization of a mutual savings association into a federally chartered MHC, the issuance of stock by a subsidiary holding company of a mutual holding company to any person other than its mutual holding company parent, and the conversion of an MHC from mutual to stock form.
Savings and loan holding companies that are organized in mutual form.
The FR MM-10(o)-1 is event generated. All timeframes are generally dependent upon when the notificant or applicant chooses to enter into a transaction, and are set forth in Regulation MM.
The information is not published.
Last Update: March 30, 2020