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Webinar on Eliminating Bank Holding Companies

October 10, 2017

Authors

Bryan Cave

Webinar on Eliminating Bank Holding Companies

October 10, 2017

by: Bryan Cave

On Thursday, October 12, 2017, Atlanta Partner, Robert Klingler, will be presenting a webinar on the Pros and Cons of Bank Holding Companies.  The webinar is hosted by Strafford and will begin 1:00pm Eastern on October 12, 2017.

In April of this year, Bank of the Ozarks, a $20 Billion, NASDAQ-listed, bank holding company, announced its plan to eliminate its holding company, which was completed in June.  In July, BancorpSouth, a $15 billion, NYSE-listed, bank holding company, announced its plan to eliminate its holding company.  With the inclusion of BancorpSouth Bank, only four of the 115 banks with more than $10 billion in assets don’t have a holding company; but that number has doubled in the last six months.

With Jonathan Hightower, Rob previously addressed many of

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Do Banks Need a Holding Company?

April 21, 2017

Authors

Robert Klingler

Do Banks Need a Holding Company?

April 21, 2017

by: Robert Klingler

the-bank-accountOn April 11, 2017, Bank of the Ozarks announced that it would be completing an internal corporate reorganization to eliminate its holding company.  As a result, it will continue as a publicly-traded, stand-alone depository bank, without a bank holding company.

In this episode of The Bank Account, Jonathan and I discuss the advantages and disadvantages of the bank holding company structure.  Specific topics include:

  • praise for Bank of the Ozarks innovative approach to further improve its already impressive efficiency,
  • a review of the existing landscape of holding company and non-holding company structures,
  • activities that may require a holding company,
  • size-related thresholds impacting holding company analysis,
  • charter and corporate-governance related elements to the analysis, and
  • the impact
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The JOBS Act and SEC Deregistration: New Thresholds and Special Considerations for Banks and Bank Holding Companies

June 8, 2012

Authors

Bryan Cave

The JOBS Act and SEC Deregistration: New Thresholds and Special Considerations for Banks and Bank Holding Companies

June 8, 2012

by: Bryan Cave

Introduction

The Jumpstart Our Business Startups Act (the “JOBS Act”), which was enacted on April 5, 2012, established, among other things, new shareholder headcount thresholds relating to SEC registration. For banks and bank holding companies (“BHCs”), registration and reporting under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is required for any class of securities held by more than 2,000 shareholders of record as of the end of a given fiscal year, and deregistration is permitted for any class of securities held by fewer than 1,200 shareholders of record under the timing rules described below. The reports in question include annual (10-K), quarterly (10-Q) and periodic (8-K) reports; proxy statements; Forms 3, 4 and 5; Schedule 13D and 13G reports; and other reports required under the Exchange Act.

The JOBS Act allows a bank or BHC to terminate its registration under Section 12(g) of

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Brand Group Holdings, Inc. Announces Successful Recapitalization

May 11, 2011

Authors

Bryan Cave

Brand Group Holdings, Inc. Announces Successful Recapitalization

May 11, 2011

by: Bryan Cave

In its press release issued on May 4, 2011, Bryan Cave client Brand Group Holdings, Inc. (the “Company”) announced the successful completion of its recapitalization.  The total amount raised in the initial phase of this effort was $125 million, and the three largest investors in the recapitalization, affiliates of The Carlyle Group, The Stephens Group, and the Cousins’ family, invested approximately $96 million, with various other investors investing approximately $29 million.  The investors have agreements in place with the Company to invest an additional $75 million in capital at a later date.

A unique feature of this transaction is a valuation adjustment that utilizes a stock escrow arrangement.   Some of the purchased shares will revert from the new investors to the legacy shareholders if the existing loan portfolio performs better than the investors have projected.

As a result of the recapitalization, the Company is among the best capitalized financial

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New Supervisory Guidance on BHC's Dividends, Redemptions and Repurchases

February 25, 2009

Authors

Robert Klingler

New Supervisory Guidance on BHC's Dividends, Redemptions and Repurchases

February 25, 2009

by: Robert Klingler

On February 24, 2009, the Federal Reserve published a Supervisory Letter regarding the ability of bank holding companies to declare dividends and to redeem or repurchase equity securities.  The Supervisory Letter is generally consistent with prior guidance, although places greater emphasis on discussions with the regulators prior to dividend declarations and redemption or repurchase decisions even when not explicitly required by the regulations.  Although consultation with the Federal Reserve in these situations is optional, the guidance makes clear that the failure to consult with the Federal Reserve “could result in a supervisory finding that the organization is operating in an unsafe and unsound manner.”

The Federal Reserve provides that the principles discussed in the letter are applicable to all bank holding companies, but are especially relevant for bank holding companies that are experiencing financial difficulties and/or receiving TARP Capital.  To that end, the Supervisory Letter specifically addresses the Federal

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