Application for Approval of a Stock Issuance by a Subsidiary Holding Company of a Mutual Holding Company
The FR MM-10(o)-2 is used by a subsidiary holding company of a Mutual Holding Company (MHC) that wishes to issue stock to any person other than its MHC parent pursuant to section 239.24 of Regulation MM. Applications regarding stock issuances by subsidiary holding companies provide the Federal Reserve with information to determine, among other things, whether the applicant would use the proceeds of the stock issuance appropriately and whether the proposed transaction would provide the organization with sufficient capital, meet the convenience and needs of the organization's communities, and ensure the rights of its members. An applicant must provide a stock issuance plan containing the information required by section 239.25 of Regulation MM, as well as the information requested in the General Instructions to FR MM-10(o)-2, including financial and capital information, the aggregate amount of outstanding common stock of the subsidiary holding company owned or controlled by persons other than the MHC parent, and the proposed price or price range of the stock to be issued.
Purpose: The information collected on the FR MM-10(o)-2 is necessary for the Board to fulfill its responsibilities under 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.
A subsidiary holding company of an MHC may not issue stock to any person other than its MHC parent unless the members of the MHC approve the stock issuance at a members' meeting, among other requirements. The MHC must notify members of the meeting in the manner prescribed by section 239.56(c) of Regulation MM and may also notify eligible account holders or supplemental eligible account holders who are not voting members of the proposed transaction. Following the members' meeting, the MHC must submit to the appropriate Reserve Bank information required by section 239.56(d)(1) of Regulation MM. Following completion of the stock offering, the MHC must submit to the appropriate Reserve Bank an opinion of counsel that the MHC conducted the members' meeting in compliance with all applicable state or federal laws and regulations.
Savings and loan holding companies that are organized in mutual form.
The FR MM-10(o)-2 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