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Banking Interpretations

BL 601 &
604-a

November 29, 2006

RE: [---] Sale of Trust Department to [---]

Dear [---]:
 
Your letter dated November 17, 2006, to the attention of Ms. Rosanne Notaro, Esq., Legal Division. New York State Banking Department (the "Department"), has been referred to me for reply. The letter, on behalf of [---] “[---] Trust”), requests the Department to confirm in writing that it would not object to the transfer by [---] Trust, a federal savings bank, of its trust department to [---] Bank ("PIB"), an affiliated federal savings bank. (In a telephone conversation of 11/22/06 you indicated to me that, rather than being formed as an affiliated federal savings bank of [---] Trust, PIB might be formed as a subsidiary of [---] Trust. In either case, this is a distinction without a difference for purposes of this letter.) You indicate in your letter that the transfer would require the approval of the Office of Thrift Supervision ("OTS"), the primary federal banking supervisory agency for [---] Trust and PIB. Your letter also provides additional information regarding the parties and the proposed transaction.

The Department hereby confirms that it would not object to the transfer by [---] Trust of its trust department to PIS, an affiliated federal savings bank, provided that the transfer receives the prior approval of the OTS, which is the primary federal banking supervisory agency for [---] Trust and PIB. Inasmuch as the transfer by [---] Trust of its trust department to PIB will occur between two federal savings banks, both of which are subject to supervision by the OTS and neither of which is chartered by or subject to supervision by the Department, the Department expresses no opinion on the transfer and defers to the OTS's review of the transfer under its regulations and any other law it deems applicable to the transfer.

In your letter, you further indicated to the Department that immediately following the transfer by [---] Trust of its trust department to PIB, PIB intends to merge with [---](“Purchaser”), which is a New York-chartered bank and trust company and a member of the Federal Reserve System. In brief, you stated that this merger will be sought to be accomplished as follows:

As indicated above, the Department does not object to the transfer by [---] Trust of its trust department to PIB, an affiliated federal savings bank, provided that the transfer receives the prior approval of the OTS. Furthermore, the Department, as part of its review of any merger between Purchaser and PIB under section 601 of the New York Banking Law, similarly would not object to the transfer by [---] Trust of its trust department to PIB, provided that the transfer receives the prior approval of the OTS. It should be understood, however, that the Department and/or the Banking Board of the State of New York will not make any final determination on any merger application to be filed by Purchaser until a complete application is received and all relevant factors are considered under the New York Banking Law.
 
The opinion rendered herein is based on the facts set forth in your letter and may not be applicable to any other situation. I trust that this letter is responsive to your inquiry.

Very truly yours,

Alan Weinberg
Assistant Counsel

 

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