Regulatory Bulletin  3.1-101 Supervisory Stock Conversion Standards on Bank Equity Value

Date:	05/08/2012
Referenced Sources:	G.L. c. 168, s. 34C G.L. c. 170, s. 26C 209 CMR 33.00 Subpart B; 12 CFR 325

1.0 Applicability and scope

The purpose of this bulletin is to provide the standard for determining when a mutual savings bank or co-operative bank is deemed to meet certain mandatory regulatory eligibility requirements for a supervisory stock conversion under Subpart B of 209 CMR 33.00. The specific eligibility requirement addressed by this directive is 209 CMR 33.16(c).

2.0 Policy

The governing regulation requires a determination by the Division of Banks (Division) that "upon liquidation of the bank . . . there would be no equity value realizable by the [bank’s] mutual account holders." This phrase is being further clarified in order to permit undercapitalized state-chartered mutual institutions to utilize the supervisory stock conversion provisions of 209 CMR 33.00 as a means of raising additional capital. Accordingly, the Division hereby adopts the following standard for determining compliance with 209 CMR 33.16(c).

1. Standard

   For the purposes of 209 CMR 33.16(c), mutual account holders will be deemed to have no equity value realizable upon liquidation of the bank if the applicant bank:

   1. Is "significantly undercapitalized" or "critically undercapitalized," as those terms are defined by 12 CFR 325.103, and
   2. Demonstrates that a standard conversion that would raise sufficient capital to meet its current minimum capital requirements is not feasible.

   The burden is upon the applicant bank to demonstrate that the preceding standard is met as well as all other requirements of Subpart B of 209 CMR 33.00.

3.0 Historical notes

This bulletin was first issued and became effective on October 29, 1992 as Administrative Bulletin 34-1. The bulletin was revised on May 8, 2012.

4.0 Authority

G.L. c. 168, s. 34C; G.L. c. 170, s. 26C; and 209 CMR 33.00, Subpart B; 12 CFR 325.