A Mutual Holding Company (MHC) that applies for Board approval of certain transactions or proposals pursuant to the Home Owners' Loan Act (HOLA) and Regulation MM, including conversions from mutual to stock form, must distribute an order form to all eligible account holders, supplemental eligible account holders, and other voting members to enable them to subscribe for the shares they are permitted under the proposed transaction. The MHC may either send the order forms with the offering circular or after it distributes the offering circular. Order forms must accompany FR MM-OF and must contain information that is consistent with information contained in documents that are otherwise required to be provided to the Board pursuant to Regulation MM (e.g., business plan, stock issuance plan, plan of conversion, reorganization plan, proxy solicitation materials). If applicable, order forms provided to the Board should be in the same format as any order forms that the applicant has provided to the SEC.
Purpose: The information collected on the FR MM-OF 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.
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 conversion of an MHC from mutual to stock form.
Savings and loan holding companies that are organized in mutual form.
The FR MM-OF 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: July 23, 2020