N.Y. Comp. Codes R. & Regs. tit. 3 § 71.4

Current through Register Vol. 46, No. 53, December 31, 2024

Section 71.4 - Applications

(a) Each application by a savings institution to issue subordinated debt securities pursuant to this Part shall be in letter form and be accompanied by:

(1) a specimen of the certificates, notes or debentures to be issued, a copy of the proposed agreement or indenture pursuant to which the securities are to be issued, and a copy of any other agreement relating to the sale or distribution of the issue. Such documents may be in preliminary draft form but shall contain the basic provisions, terms, restrictions, and covenants relating to the issue. Definitive copies of documents shall be filed with the Banking Department as soon as available, and should be marked to indicate changes from prior drafts submitted;

(2) a certified copy of a resolution of the board of trustees or directors of the issuing institution:

(i) approving the issuance of subordinated debt securities in a specified maximum amount, the maximum interest rate at which the securities may be issued, the form and content of the note or certificate to be issued, the agreement of indenture and any collateral agreements; and

(ii) designating an officer or officers to submit application for approval to the appropriate supervisory authorities and to take other necessary action in connection therewith.

(b) Each application shall include the following information (a cross-reference to the appropriate section of the relevant agreement or indenture may be substituted):

(1) the aggregate dollar amount of the proposed issue and the lowest denomination to be issued;

(2) interest rate or rates to be paid (if such rate or rates is not determinable at the time the application is filed, a maximum rate should be estimated);

(3) an estimate of the effect on net annual operating income attributable to the issuance of subordinated debt securities;

(4) the maturity date of the proposed issue or, if maturing serially, a schedule of amounts and maturity dates;

(5) details of call, prepayment, and sinking fund provisions, or any of them;

(6) details of any covenants to be agreed to by the issuing institution, together with a specific explanation of the necessity for any covenants that place greater restrictions on the issuing institution than restrictions imposed on such institution by the provisions of the Banking Law or regulations issued thereunder;

(7) a statement of the intended use of the proceeds;

(8) a statement of the expected source of funds for repayment of the issue; and

(9) an opinion of counsel for the applicant that the issue is in compliance with all applicable State and Federal statutes and regulations relating to the issuance and sale of securities and is consistent with the issuing institution's charter and bylaws.

(c) The Superintendent of Banks reserves the right to require additional information in connection with a particular application.

N.Y. Comp. Codes R. & Regs. Tit. 3 § 71.4