Preview
FILED: CLINTON COUNTY CLERK 10/13/2020 10:19 AM INDEX NO. 2020-00020272
NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 10/13/2020
FILED: CLINTON COUNTY CLERK 10/13/2020 10:19 AM INDEX NO. 2020-00020272
NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 10/13/2020
Comntre!!er of the Currency
AdinTntstrator of mational sanks
Western District Office
17*
1225 Street,Suite 300
Denver, Colorado 80202
(720) 475-7650
Fax: (571) 293-4006
February 21, 2013 Conditional Approval #1062
March 2013
Jeff VanMeter
Director, Financial and Retail Services Controller
........-. ..... Taget-Corporation___.__ .. ........-
--.....---
..................- . .--.....-. - -...---.------. . ..-......
3701 Wayzata Boulevard
Minneapolis, MN 55416
Re: Dispûsitics of Substsñ‡idly allthe Assets of Target National Bank, Sioux Falls;SD, via a
Purchase and Assumption with TD Bank USA, N.A., Portland, ME
OCC Control No.: 2012-WE-12-0184
Merger of Target Naticñâi Bank, Sioux Falls, SD, with and intoTarget Corporate
Services, Inc., Minneapolis, MN
OCC Control No.: 2012-WE-12-0185 -
Dear 1VIr.VanMeter:
The Office of the Comptroller of Currency ("OCC") hereby ccaditiüñally apprcv68 the above
referenced applications.
The Transac6ons
These applications.are part of a seriesof transactions in wirich ss'ûstanually allof the assetsand
MM™^:: of Target National Bank, Sioux Falls,SD (TNB) will be sold toTD Bank USA, N.A.,
Portland, ME (TD USA), and thereafter the operations and charter of TNB willbe terminated.
TNB isa wholly-owned stibpdiary ofTarget Corporation, M!::::polis, MN. As proposed, the
following events will occur insequence on the same business day.
FILED: CLINTON COUNTY CLERK 10/13/2020 10:19 AM INDEX NO. 2020-00020272
NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 10/13/2020
Target National Bank
Sioux Falls,SD
2012 WE 12 0184 and 0185
1. TNB will transfer subst:ntially allof itsassets and all of itsinsured deposits to TD USA
transaction.¹
in a purchase and assumption
2. TNB will merge with and into Target Corporate Services, Inc.(TCS), thereby terminatin
TNB's chafter.
Discussion
A. Fundamental Change in Asset Composition
TNB applied to the OCC for prior approval of a fi:ndmenta! change in itsassetecrpsit!±
under 12 C.F.R. § 5.53. Under section 5.53(c)(1)(i),a national bank must obtain priorwritten
approval of the OCC before changing the composition of all,or substañtially all,.of
its assets
through sales or other dispositions In the purchase and as::±;-t!:: transaction with TD USA,
TNB will sellallitsdeposits and substantiallyallof itsassets.
...
. ......
. . . .. . ---
..iii
ãã55t õõiñ põãitiõiiãppliõãtiõii,OCC-fëgülãfiõiirpföViditliärtifëOCC
consider the purpose ofthe.transaction, itsimpact on the and sou:1dñ©ss of thebank, and
safety
any effecton the bank's customers The principal purpose ofndepting 12 C.F.R. § 5.53 was to
"dormant"
address supervisory concerns faised by so called bank charters by providing the OCC
with regulatory oversight and a means to monitor them. TNB plans to mefge into itsnonbatgk
affiliate,
TCS, immediately afterthe proposed transfer of assets and deposits to TD USA. Thus,
"dormant"
OCC concerns.over the contiñüatioñ of charters are addressed and the transaction is
consistent with the language and purpose of section 5.53.
The OCC has considered these fac.torsand found them consistent with approval.
B. Merger of TNB with and into Target Corporate Services, Inc.
In thismerger, TNB will merge into itsnonbaniâffiliatc, TCS. TCS will be the surviving entity,
and TNB will cease to exist.
The merger isauthorized under 12 U.S.C. § 215a-3. Section 215a-3 authorizes a national bank
to merge with a nonbank subsidiary or affiliate:"Upon the approval of the Comptroller, a
affiliates."
national bank may merge with one or more of itsnonbank subsidiaries or 12 U.S.C.
§ 215a-3(a), as added by section 1206 of the Financial Regulatory Relief and Economic
Efficiency Act of 2000 (Title XII of the Americañ Homeowacrship and Econe=iic Opportunity
Act of2000), Pub. L. No. 106-569, 114 Stat.2944, 3034 (December 27, 2000).
Upon con=rs:M:: and â:=-pnes
of the purchase to the Federal
and notiñoation DepositInsurance
C::;::::!:: of
of the transfer all
insureddepositsfrom TNB to TDUSA, TNB willno longerbe FDIC insured
pursuantto 12 U.S.C.§ 1818(g)and 12 C.F A § 307.2.TD USA's pâreci;nt!:nin the purchase
and assumptionis
subjectto a separate approval
by the OCC,pursuantto the BankMerger Act,12 U.S.C.§ 1828(c).
2
FILED: CLINTON COUNTY CLERK 10/13/2020 10:19 AM INDEX NO. 2020-00020272
NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 10/13/2020
Target National Bank
Sioux Falls,SD
2012 WE 12 0184 and 0185
The statute does not limitits scope to mergers in which the national bank isthe surviving entity,
and so a merger into a naahank affiliateis withinitsscope. The OCC's impicmcñ‡ing
regulation, discussed below, expressly provides for mergers into a nonbank affiliate.However,
the regulation limitsthese traneannanc to mergers a nationalbank that isnot an insured
involving
bank. TNB will not be an insured bank at thetime ofthe merger.
The OCC's regulations implementing 12 U.S.C. § 215a-3 set out substantive and procedural
requirements for the merger of an uninanred national bank with itsnonbank affiliatein which the
ñoñbank is
affiliate the resulting entity. See 12 C.F.R. § 5.33(g)(5). The regulation requires that
the law of the state orother jurisdiction under which the nonbank affiliateisorganized allows the
nonbañk affiliateto engage in such mergers. The regulation also imposes the following
additional requirements that: (1)the bank comply with the precedures of 12 U.S.C. § 214a as ifit
were merging into a state bank, (2)the nonbank affiliatefollow the procedures for mergers of the
law ofits stateof organizatian, and (3) shareholders of thenational bank who dissentfrom the
dissenters'
merger have-the rights setout in 12 U.S.C. § 214a. The regulation also provides that
the OCC shall consider the purpose of the transaction, itsimpact on the saffetyand soundness of
155%ank, ind aiiÿ~ëffiõfõEthëTiñEToüsfoiñëFi,~ãiid-iiiãÿ~dëiifi^ñëFgëFifif TUöüld havii
negative effectin any such respect.
The OCC reviewed the proposed merger of TNB intoTCS and found that allrequirements were
satisfied.
Conditions
These approvals are subject to the following conditions:
cc:::r-=
1. The merger of TNB intoTCS shall not occur until after of the purchase
and asunniption transaction between TNB and TD USA and terminatha of TNB's FDIC
insurance.
2. Ifthe merger of TNB with and into TCS does not occur within seven (7) calendar days
afterthe sale of substantially allof TNB's assets to TD USA, TNB shall !rrediately
notify the OCC and submit a plan acceptable to the OCC to wind up itscperations and
terminate itsstatus asa national bank.
These canditions of appivval are a "condition imposed inwriting by a Federal banking agency in
request"
ceññcetion with any action on any application, notice, or other within the ñësñing of
12 U.S.C. 1818. As these naadmanc are enforceable under 12 U.S.C. § 1818.
§ such,
Conclusion
Accordingly, the OCC approves TNB's applications for a f::d:sental change in asset
composition, and forthe merger of TNB into TCS. These approvals are subject to the conditions
set out above. This conditional approval isalso granted based on the information and
3
FILED: CLINTON COUNTY CLERK 10/13/2020 10:19 AM INDEX NO. 2020-00020272
NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 10/13/2020
Target National Bank
Sioux Falls,SD
2012 WE 12 0184 and 0185
reprcscñtatioñs made in the applications. In particular,the approvals are based on TNB's
representation that the merger will occur shortly afterthe purchase and assumptien transaction
and the termination of TNB's status as an insured bank.
The OCC will not issue a letter certifying the ec::: ±-n of the transactions until we have
received:
1. Written confirmation that TNB isno longerFDIC insured.
2. TNB's charter certificateand certification that allOCC Reports of Examination have
- beenreturned to the OCC or destroyed.
3. A copy of the finalCertificate of Merger filed with the Minnesota Secretary of State.
These conditional approvals, and theactivitiesand ecrs::i:ations by OCC employees in
connesion with the filing,do not constitute a contract,express orimplied, or any other
'ôb-lijiallönliiidiiig^üjiõiiTifEOCC,-fliëUñifõd-Stafëf Tiiÿaiêiiõÿiirëñfigõf tliEDñirid or
Stiires,
any officeror employee of the United States,and do not affect the abilityof the OCC toexercise
itssupervisory, regulatory and ex±÷±±ion authoritiesunder applicable law and regulations.
Our approval isbased on the bank's representat½ns, submissions, and information available to
the OCC as of thisdate. The OCC may modify, suspend or rescind thisapproval ifa material
change in theinformation on which the OCC relied occurs prior to the date ofthe transaction to
which thisdecision pertains. The foregoing may not be waived or modified by any employee or
agent of the OCC or the United States.
A separate letterisenclosed requesting your feedbaclçon how we handled your application. We
would appreciate your response so we may improve our service.
Ifyou have any questions, contact Seniorlicensing Analyst David Finnegan at 720-475-7650 or
at david.fi=egn@occ.treas.gov. Please include the OCC's control number on any
correspondence.
Sincerely,
James A. Bundy
Director for District Licen.sing
Enclosure: Survey
4
Preview
FILED: CLINTON COUNTY CLERK 10/13/2020 10:19 AM INDEX NO. 2020-00020272 NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 10/13/2020 FILED: CLINTON COUNTY CLERK 10/13/2020 10:19 AM INDEX NO. 2020-00020272 NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 10/13/2020 Comntre!!er of the Currency AdinTntstrator of mational sanks Western District Office 17* 1225 Street,Suite 300 Denver, Colorado 80202 (720) 475-7650 Fax: (571) 293-4006 February 21, 2013 Conditional Approval #1062 March 2013 Jeff VanMeter Director, Financial and Retail Services Controller ........-. ..... Taget-Corporation___.__ .. ........- --.....--- ..................- . .--.....-. - -...---.------. . ..-...... 3701 Wayzata Boulevard Minneapolis, MN 55416 Re: Dispûsitics of Substsñ‡idly allthe Assets of Target National Bank, Sioux Falls;SD, via a Purchase and Assumption with TD Bank USA, N.A., Portland, ME OCC Control No.: 2012-WE-12-0184 Merger of Target Naticñâi Bank, Sioux Falls, SD, with and intoTarget Corporate Services, Inc., Minneapolis, MN OCC Control No.: 2012-WE-12-0185 - Dear 1VIr.VanMeter: The Office of the Comptroller of Currency ("OCC") hereby ccaditiüñally apprcv68 the above referenced applications. The Transac6ons These applications.are part of a seriesof transactions in wirich ss'ûstanually allof the assetsand MM™^:: of Target National Bank, Sioux Falls,SD (TNB) will be sold toTD Bank USA, N.A., Portland, ME (TD USA), and thereafter the operations and charter of TNB willbe terminated. TNB isa wholly-owned stibpdiary ofTarget Corporation, M!::::polis, MN. As proposed, the following events will occur insequence on the same business day. FILED: CLINTON COUNTY CLERK 10/13/2020 10:19 AM INDEX NO. 2020-00020272 NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 10/13/2020 Target National Bank Sioux Falls,SD 2012 WE 12 0184 and 0185 1. TNB will transfer subst:ntially allof itsassets and all of itsinsured deposits to TD USA transaction.¹ in a purchase and assumption 2. TNB will merge with and into Target Corporate Services, Inc.(TCS), thereby terminatin TNB's chafter. Discussion A. Fundamental Change in Asset Composition TNB applied to the OCC for prior approval of a fi:ndmenta! change in itsassetecrpsit!± under 12 C.F.R. § 5.53. Under section 5.53(c)(1)(i),a national bank must obtain priorwritten approval of the OCC before changing the composition of all,or substañtially all,.of its assets through sales or other dispositions In the purchase and as::±;-t!:: transaction with TD USA, TNB will sellallitsdeposits and substantiallyallof itsassets. ... . ...... . . . .. . --- ..iii ãã55t õõiñ põãitiõiiãppliõãtiõii,OCC-fëgülãfiõiirpföViditliärtifëOCC consider the purpose ofthe.transaction, itsimpact on the and sou:1dñ©ss of thebank, and safety any effecton the bank's customers The principal purpose ofndepting 12 C.F.R. § 5.53 was to "dormant" address supervisory concerns faised by so called bank charters by providing the OCC with regulatory oversight and a means to monitor them. TNB plans to mefge into itsnonbatgk affiliate, TCS, immediately afterthe proposed transfer of assets and deposits to TD USA. Thus, "dormant" OCC concerns.over the contiñüatioñ of charters are addressed and the transaction is consistent with the language and purpose of section 5.53. The OCC has considered these fac.torsand found them consistent with approval. B. Merger of TNB with and into Target Corporate Services, Inc. In thismerger, TNB will merge into itsnonbaniâffiliatc, TCS. TCS will be the surviving entity, and TNB will cease to exist. The merger isauthorized under 12 U.S.C. § 215a-3. Section 215a-3 authorizes a national bank to merge with a nonbank subsidiary or affiliate:"Upon the approval of the Comptroller, a affiliates." national bank may merge with one or more of itsnonbank subsidiaries or 12 U.S.C. § 215a-3(a), as added by section 1206 of the Financial Regulatory Relief and Economic Efficiency Act of 2000 (Title XII of the Americañ Homeowacrship and Econe=iic Opportunity Act of2000), Pub. L. No. 106-569, 114 Stat.2944, 3034 (December 27, 2000). Upon con=rs:M:: and â:=-pnes of the purchase to the Federal and notiñoation DepositInsurance C::;::::!:: of of the transfer all insureddepositsfrom TNB to TDUSA, TNB willno longerbe FDIC insured pursuantto 12 U.S.C.§ 1818(g)and 12 C.F A § 307.2.TD USA's pâreci;nt!:nin the purchase and assumptionis subjectto a separate approval by the OCC,pursuantto the BankMerger Act,12 U.S.C.§ 1828(c). 2 FILED: CLINTON COUNTY CLERK 10/13/2020 10:19 AM INDEX NO. 2020-00020272 NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 10/13/2020 Target National Bank Sioux Falls,SD 2012 WE 12 0184 and 0185 The statute does not limitits scope to mergers in which the national bank isthe surviving entity, and so a merger into a naahank affiliateis withinitsscope. The OCC's impicmcñ‡ing regulation, discussed below, expressly provides for mergers into a nonbank affiliate.However, the regulation limitsthese traneannanc to mergers a nationalbank that isnot an insured involving bank. TNB will not be an insured bank at thetime ofthe merger. The OCC's regulations implementing 12 U.S.C. § 215a-3 set out substantive and procedural requirements for the merger of an uninanred national bank with itsnonbank affiliatein which the ñoñbank is affiliate the resulting entity. See 12 C.F.R. § 5.33(g)(5). The regulation requires that the law of the state orother jurisdiction under which the nonbank affiliateisorganized allows the nonbañk affiliateto engage in such mergers. The regulation also imposes the following additional requirements that: (1)the bank comply with the precedures of 12 U.S.C. § 214a as ifit were merging into a state bank, (2)the nonbank affiliatefollow the procedures for mergers of the law ofits stateof organizatian, and (3) shareholders of thenational bank who dissentfrom the dissenters' merger have-the rights setout in 12 U.S.C. § 214a. The regulation also provides that the OCC shall consider the purpose of the transaction, itsimpact on the saffetyand soundness of 155%ank, ind aiiÿ~ëffiõfõEthëTiñEToüsfoiñëFi,~ãiid-iiiãÿ~dëiifi^ñëFgëFifif TUöüld havii negative effectin any such respect. The OCC reviewed the proposed merger of TNB intoTCS and found that allrequirements were satisfied. Conditions These approvals are subject to the following conditions: cc:::r-= 1. The merger of TNB intoTCS shall not occur until after of the purchase and asunniption transaction between TNB and TD USA and terminatha of TNB's FDIC insurance. 2. Ifthe merger of TNB with and into TCS does not occur within seven (7) calendar days afterthe sale of substantially allof TNB's assets to TD USA, TNB shall !rrediately notify the OCC and submit a plan acceptable to the OCC to wind up itscperations and terminate itsstatus asa national bank. These canditions of appivval are a "condition imposed inwriting by a Federal banking agency in request" ceññcetion with any action on any application, notice, or other within the ñësñing of 12 U.S.C. 1818. As these naadmanc are enforceable under 12 U.S.C. § 1818. § such, Conclusion Accordingly, the OCC approves TNB's applications for a f::d:sental change in asset composition, and forthe merger of TNB into TCS. These approvals are subject to the conditions set out above. This conditional approval isalso granted based on the information and 3 FILED: CLINTON COUNTY CLERK 10/13/2020 10:19 AM INDEX NO. 2020-00020272 NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 10/13/2020 Target National Bank Sioux Falls,SD 2012 WE 12 0184 and 0185 reprcscñtatioñs made in the applications. In particular,the approvals are based on TNB's representation that the merger will occur shortly afterthe purchase and assumptien transaction and the termination of TNB's status as an insured bank. The OCC will not issue a letter certifying the ec::: ±-n of the transactions until we have received: 1. Written confirmation that TNB isno longerFDIC insured. 2. TNB's charter certificateand certification that allOCC Reports of Examination have - beenreturned to the OCC or destroyed. 3. A copy of the finalCertificate of Merger filed with the Minnesota Secretary of State. These conditional approvals, and theactivitiesand ecrs::i:ations by OCC employees in connesion with the filing,do not constitute a contract,express orimplied, or any other 'ôb-lijiallönliiidiiig^üjiõiiTifEOCC,-fliëUñifõd-Stafëf Tiiÿaiêiiõÿiirëñfigõf tliEDñirid or Stiires, any officeror employee of the United States,and do not affect the abilityof the OCC toexercise itssupervisory, regulatory and ex±÷±±ion authoritiesunder applicable law and regulations. Our approval isbased on the bank's representat½ns, submissions, and information available to the OCC as of thisdate. The OCC may modify, suspend or rescind thisapproval ifa material change in theinformation on which the OCC relied occurs prior to the date ofthe transaction to which thisdecision pertains. The foregoing may not be waived or modified by any employee or agent of the OCC or the United States. A separate letterisenclosed requesting your feedbaclçon how we handled your application. We would appreciate your response so we may improve our service. Ifyou have any questions, contact Seniorlicensing Analyst David Finnegan at 720-475-7650 or at david.fi=egn@occ.treas.gov. Please include the OCC's control number on any correspondence. Sincerely, James A. Bundy Director for District Licen.sing Enclosure: Survey 4