New York State Banking Department
||Economist Kupfer - RATA
||Rosanne Notaro - Legal Division
||September 21, 2007
||Interstate Acquisition Transaction - [---]/[---] Bank
You asked for confirmation from the Legal Division that the proposed transaction,for which you have provided the Legal Division certain transaction-related information,constitutes a legally-permitted interstate branching transaction within the meaning of Article V-C of the Banking Law.Based on my review of the facts, I find the transaction to be a valid "acquisition" transaction within the meaning of Article V-C. [---] a Massachusetts state-chartered savings bank, is proposing to acquire 5 offices from [---] Bank, a federal savings bank headquartered in Lockport, New York. [---] is acquiring deposit liabilities in the amount of approximately $83,500,000, as well real estate and certain other assets. Clearly, this appears to be a genuine acquisition of business, and it does not raise the type of concerns the Department has when the business of the branches has been significantly reduced before they are sold. Also, the Department has previously determined that a federal savings bank may qualify as a "banking institution" that is the seller in these transactions." [---], as an out-of-state state chartered savings bank, qualifies as a permissible buyer.
As I mentioned to you, it is my view that, since it should be fairly easy to determine that some of the proposed interstate transactions that the Department reviews clearly fall within the parameters of the statute, and raise no difficult or novel legal issues, the Legal Division should not have to review each such transaction. In the past, the Legal Division has been more concerned with opining on the transactions that raise novel legal issues, or whose facts are such that it is questionable whether the transaction constitutes an acquisition.