|Organization:||Division of Banks|
- Petitioner: Dedham Institution for Savings
- Respondent: Division of Banks
|Organization:||Division of Banks|
Dedham Institution for Savings (“Petitioner”), Dedham, Massachusetts, has submitted applications to the Division of Banks (“Division”) to reorganize into a mutual holding company structure pursuant to the provisions of Massachusetts General Laws chapter 167H. The applications set forth a multi-step transaction (collectively, the “Reorganization”) that includes the formation of an interim savings bank, Dedham De Novo Bank, which will reorganize to become a mutual holding company, 1831 Bancorp, MHC (“MHC”). The MHC will establish Dedham Interim Stock Bank (“Continuing Bank”) as a subsidiary stock bank and Petitioner will be merged with and into the Continuing Bank. The Reorganization also includes the formation of a mid-tier stock holding company, 1831 Bancorp, Inc. (“Subsidiary Holding Company”), which will own 100% of the capital stock of the Continuing Bank. This Reorganization has been structured as a multi-step transaction, requiring multiple applications before the Division.
The applications to the Division are made pursuant to the following: (i) Massachusetts General Laws chapter 167I, section 18 to establish the interim savings bank solely to facilitate the reorganization into the mutual holding company form; (ii) Massachusetts General Laws chapter 167H, section 2(a)(2), to form the MHC and establish the Continuing Bank; (iii) the Division’s regulation 209 CMR 33.31 to establish the Subsidiary Holding Company; and (iv) Massachusetts General Laws chapter 167H, sections 2(a)(2) and 7(2), and chapter 167I, section 4, for the merger of the Petitioner with and into the Continuing Bank under the charter and bylaws of the Continuing Bank. The Continuing Bank will operate under the name Dedham Institution for Savings and it, as well as the MHC, will be headquartered at 55 Elm Street, Dedham, Massachusetts. The Subsidiary Holding Company will be established as a Maryland corporation.
The Petitioner is a Massachusetts-chartered savings bank. It operates from its main office in Dedham, Massachusetts and has twelve branch offices. As of March 31, 2017, the Petitioner had total consolidated assets of approximately $1.417 billion and is considered “well-capitalized” under applicable prompt corrective action regulations.
In accordance with the provisions of said chapters 167H and 167I, and the Division’s implementing regulation 209 CMR 33.00, Subpart C, the Petitioner and its related entities have submitted the requisite documents and information relative to these transactions and appropriate notice has been given to its corporators, depositors, and to the public. The period for filing comments ended on November 21, 2017.
The applications and supporting documents have established an extensive record on these petitions, which have been reviewed in light of the relevant statutory provisions and Division regulations. Those requirements necessitate that, among other things, the Division consider whether the Reorganization will be fair to the depositors of the Petitioner and whether the public interest will be served by this transaction. Similarly, the merger must be found to promote public convenience and advantage, including a showing of net new benefits, and not to unreasonably affect competition among banking institutions. Having considered the record established in these applications, the Division has determined that the statutory and administrative considerations support approval of the Reorganization, including the related merger of the Petitioner with and into the Continuing Bank. In making these findings, the Division has noted that Petitioner received a “Satisfactory” rating on its most recent evaluation under the Commonwealth’s Community Reinvestment Act, Massachusetts General Laws chapter 167, section 14 and its implementing regulations 209 CMR 46.00 et seq.
In accordance with these findings and pursuant to statute, I hereby approve the Reorganization, including the merger of the Petitioner with and into the Continuing Bank and the formation of the Subsidiary Holding Company, subject to the following considerations:
Terence A. McGinnis, Commissioner of Banks December 20, 2017