§ 383-C:8-803 — Application for Change of Control of Trust Company

New Hampshire § 383-C:8-803

• Jurisdiction: New Hampshire
• Title XXXV: BANKS AND BANKING; LOAN ASSOCIATIONS; CREDIT UNIONS
• Ch. 383-C: TRUST COMPANY ACT
• Subdivision: ARTICLE 8Trust Company Changes

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(a) Before consummation of any proposed change of control of a trust company, the trust company, either alone or with the acquirer or acquirers of control, shall file an application with the commissioner describing the proposed change of control of the trust company as required under RSA 383-A:6-602 and this section. The application for a proposed change of control of a trust company shall be in the form prescribed by the commissioner and shall include the following information:
(1) The identity, personal history, business background, and experience of the proposed acquirer or acquirers of control, including (i) each acquirer's material business activities and affiliations during the past 5 years, (ii) a description of any material pending legal or administrative proceedings in which the acquirer is a party and (iii) a description of any criminal indictment or conviction of the acquirer by a state or federal court. To fulfill the requirements of (iii), the commissioner may require the proposed owner or owners to submit to a criminal history records check by following the procedure prescribed under RSA 383-A:3-305(e)(3)-(4);
(2) A statement of the assets and liabilities of any acquirer of control as of the end of the fiscal year for each of the 5 fiscal years immediately preceding the date of the notice, together with related statements of income and source and application of funds for each of the fiscal years then concluded, and an interim statement of the assets and liabilities for any person, together with related statements of income and source and application of funds, as of a date not more than 90 days before the date of the notice;
(3) The material terms and conditions of the proposed change of control of the trust company and the manner in which the transaction is to be made;
(4) The identity, source, and amount of the funds or other consideration used or to be used in consummating the change of control of a trust company and, if any part of these funds or other consideration has been or is to be borrowed or otherwise obtained for the purpose of effecting the change of control, a description of the transaction, the names of the parties to the transaction, and any arrangements, agreements, or understandings with these transaction parties;
(5) Any plans or proposals which any acquirer may have to liquidate the trust company, to sell its assets or combine it with any company, or to make any other material change in the business, structure, operations, capital, or management of the trust company; and
(6) Any additional relevant information in such forms as the commissioner may require by specific request in connection with any particular notice.
(b) Except as provided in subsection (c), a change of control of a trust company shall not be effective until the commissioner, acting under RSA 383-A:6-604, approves the proposed change of control.
(c) If a change of control of a trust company occurs by reason of an involuntary change of control outside the reasonable control of the trust company and each of the owners of trust company equity, then the trust company, either alone or with the acquirer or acquirers of control, shall file with the commissioner the application described in subsection (a) as promptly as reasonably practicable after the occurrence of that involuntary change of control. Any acquirer or acquirers of control acquiring control over a trust company as a result of an involuntary change of control shall hold control, including equity, assets, or other rights so acquired in trust, pending determination of the commissioner under RSA 383-C:8-804.

Legislative History

2015, 272:16. 2016, 230:3, eff. Aug. 8, 2016.