New Hampshire Revised Statutes 383-C:8-803 – Application for Change of Control of Trust Company
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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 N.H. Rev. Stat. § 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 N.H. Rev. Stat. § 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 N.H. Rev. Stat. § 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 N.H. Rev. Stat. § 383-C:8-804.
(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 N.H. Rev. Stat. § 383-A:3-305(e)(3)-(4);
Terms Used In New Hampshire Revised Statutes 383-C:8-803
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Conviction: A judgement of guilt against a criminal defendant.
- Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
- following: when used by way of reference to any section of these laws, shall mean the section next preceding or following that in which such reference is made, unless some other is expressly designated. See New Hampshire Revised Statutes 21:13
- Indictment: The formal charge issued by a grand jury stating that there is enough evidence that the defendant committed the crime to justify having a trial; it is used primarily for felonies.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- person: may extend and be applied to bodies corporate and politic as well as to individuals. See New Hampshire Revised Statutes 21:9
- state: when applied to different parts of the United States, may extend to and include the District of Columbia and the several territories, so called; and the words "United States" shall include said district and territories. See New Hampshire Revised Statutes 21:4
(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 N.H. Rev. Stat. § 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 N.H. Rev. Stat. § 383-C:8-804.