Preview
FILED: ONONDAGA COUNTY CLERK 09/17/2020 12:53 PM INDEX NO. 001473/2019
NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 09/17/2020
Gnibit & [
FILED: ONONDAGA COUNTY CLERK 09/17/2020 12:53 PM INDEX NO. 001473/2019
NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 09/17/2020
Co trollerofthe Currenc
Adet nistratorof National Banks
Western District Office
17th
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
. .. . ... argetforporation-.._.__..._.._._..__.._._.._....... _. ................_.......... . ..............
.. .... . . ........
_ _.. . . .. ... .
3701 Wayzata Boulevard
Minneapolis, MN 55416
Re: Disposition of Substrti^'1y allthe Assets of Target Nationâi Bank, Sioux Falls;SD, viaa
Purchase and Assüñiptión with TD Bank USA, N.A., Portland, ME
OCC Control No.: 2012-WE-12-0184
Services, Inc., Minneapolis, MN
OCC Control No.: 2012-WE-12-0185 .
Dear lvIr.VanMeter:
The Office of the Comptroller-of Currency ("OCC") hereby ceditisally approves the above
referenced applications.
The Transactio.ns
These applications are part of a seriesof transactions in which substantially allof the assetsand
liabilities
of Target Natimal Bank, Sioux Palls,SD (TNB) will be sold to TD Bank USA, N.A.,
Portland, ME (TD USA), and thereafter the operations and charter of TNB will be terminated.
TNB isa wholly-owned subsidiary of Target Corpcetis, Minneapolis, MN. As proposed, the
following events will occur m sequccoe on the same business day.
FILED: ONONDAGA COUNTY CLERK 09/17/2020 12:53 PM INDEX NO. 001473/2019
NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 09/17/2020
Target National Bank
Sioux Falls,SD
2012 WE 12 0184 and 0185
1. TNB will transfer substantially allof itsassets and all of itsinsured deposits to TD USA
transaction.1
in a purchase and assumption
. .
ter-
2. TNB will merge with and intoTarget Corporate Services, Inc.(TCS), thcrcby
TNB's charter.
Discussion
A. Fundamental Change in Asset Composition
TNB applied to the OCC for prior approval of a fhndamental change in itsasset composition
under 12 C.F.R. § 5.53. Under section 5.53(c)(1)(i),a national bank must obtain prior written
apprcial of the OCC before chañging the composition of all,or =b:‡=‡ially all,.ofitsassets
through sales or other disposine= In the pusha=e and assataption trancetion with TD USA,
TNB will sellall itsdeposits and substantially allof itsassets.
fëgüEtiõñrpfõVidë~tliãt~tliEOCC"- ~
Iifdëüidiiigã õliãnge in asset cöiñpõ§itiBEäÏipliõãtiõã, OCC
consider the purpose of the.transaction, itsimpact on the safety and soundness of the bank, and
any effecton the bank's customers. The principal purpose of adopting 12 C.F.R. § 5.53 was to
"dormant"
address supervisory concerns raised by so called bank charters by providing the OCC
with regulatory oversight and a means to monitor them. TNB plans to merge into itsnenbank
affiliate,
TCS, !mmediately afterthp proposed transfer of assets and deposits to TD USA. Thus,
"dormant"
OCC concerns.over the continuation of charters are addressed and the trãñsäction is
consistent with the language and purpose of section 5.53.
The OCC has considered these fac.torsand found them consistcñ‡ with approval.
B. Merger of TNB with and into Target Corporate Services, Inc.
In thismerger, TNB will merge into itsnonbank affiliate,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 nâtiõüãi bank
to merge with a nonbank subsidiary or affiliate:"Upon the approval of the Cemptroller, 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 of2000 (Title XII of the American Homeownership and Eccacrdic Opportunity
Act of2000), Pub. L. No. 106-569, 114 Stat.2944, 3034 (December 27, 2000).
I
Upon co--We and a==:p‡!=
of the purchase and notificati=
to the Federal
DepositInsurance
Corporationofthe of
transfer all
insureddepositsfrom TNB to TD USA, TNB willno longerbe FDIC insured
pursuantto 12 U.S.C.§ 1818(q)and 12 C.F.R.§ 307.2.TD USA's participation
in the purchase
and seumpHm is
subject approval
to a separate by the OCC,pursuantto the BankMerger Act, 12 U.S.C.§ 1828(c),
2
FILED: ONONDAGA COUNTY CLERK 09/17/2020 12:53 PM INDEX NO. 001473/2019
NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 09/17/2020
Target National Bank
Sioux Falls, SD
2012 WB 12 0184 and 0185
The statutedoes not limit itsscope to ineigers in which the national bank isthe surviving entity,
and so a merger into a=^=hank affiliateiswithin itsscope. The OCC's implementing
regulation,discussed below, expressly provides for mergers into a nonbank afillistc. However,
the regulation limitsthese transactions to mergers involving a national bank that isnot an insured
bank. TNB will not be an insured bank atthe time ofthe merger.
The OCC's regulations implementing 12.U.S.C. § 215a-3 set out substantive and precedural
require=ients for the merger of an uninened national bank with itsnonbâñi affiliate
inwhich the
nonbank affiliateis theresulting entity. see 12 C.F.R. § 5.33(g)(5). The togalelan requires that
the law of the state orother jurisdiction under which the nonbank affiliateisorganized allows the
nonbank affiliateto engage in such mcrgers. The regulation also imposes the following
additional requirements that: (1)the bank comply withthe procedures of 12 U.S.C. § 214a as ifit
were merging into a state bank, (2) the nonbank.affiliate follow the procedures for mergers of the
law ofits stateof organization, and (3) shareholders ofthe national bank who dissent from the
dissenters'
merger have the rightsset out in 12 U.S.C. § 214a. The regulation also provides that
the OCC shallconsider the purpose of the isñsetion, itsimpact on the safety and soundness of
negative effectin any such respect.
The OCC reviewed the proposed merger of TNB into TCS and found that allrequirements were
satisfied.
Conditions
1. The merger of TNB intoTCS shallnot occur untilafter con::rmation of the purchase
and assumption transaction between TNB and TD USA and termination of TNB's FDIC
insurance.
2. Ifthe merger ofTNB with and into TCS does not occur within seven (7)calendar days
afterthe saleof substantially all ofTNB's assets to TD USA, TNB shall immcdiately
notify the OCC and submit a plan acceptable to the OCC to wind up itsoperations and
terminate itsstatus as a national bank.
These handitiom of approval are a "condidon imposed inwriting by a Federal banking agency in
request"
connection with any action on any epplicanon, notice,or other within the seshg of
12 U.S.C. § 1818. As such, these conditions are enforceable under 12 U.S.C. § 1818.
Conclusion
Accordingly, the OCC approves TNB's applications for a fundamental change in asset
camposition, and forthe merger of TNB into TCS. These approvals are subject to the ceñditions
setout above. This conditional approval isalso granted based on the information and
3 .
FILED: ONONDAGA COUNTY CLERK 09/17/2020 12:53 PM INDEX NO. 001473/2019
NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 09/17/2020
Target National Bank
Sioux Falls, SD
2012 WE 12 0184 and 0185
reprtscñtatiañs made in the applicaticñs. In particular,the approvals are based on TNB's
representation that the merger will occur shortly afterthe purchese and a=mption transaction
and the termination of TNB's status as an insured bank.
The OCC will not issue a letter certifying the con:==etion of the transactions until we have
received: .
1. Written confirmation that TNB isno longer FDIC insured.
2. TNB's charter certificateand certification thatallOCC Reports of Exemiñêties have
been rettirnedto the OCC or destroyed.
3. A copy of the finalCertificate of Merger filed with the Minnesota Secretary of State.
These conditióñal approvals, and the activitiesand e--+Miam by OCC employees in
connection with thefiling, do not constitute a contract,express or implied, or any other
~ ~
eFHBBññbiñding ü1iõñ~tEe OCC, ~flisUñitëa Efälëf-ãñÿ~ägõñõÿ õf~ëñIitÿ"õfthEUñited~8thteé, irr
any officer or employee of the United States,and do not affectthe ability of the OCC to exercise
itssupervisory, regulatory and examina+ien authorities under applicable law and regülations.
Our approval isbased on the bank's representations, submissions, and information available to
the OCC as ofthis date. The OCC may modify, suspend or rescind.thisapproval if a material
change in theinformation on which the OCC relied occurs priorto the date of the transaction to .
which thisdecision pertaiñs. The foregoing may not be waived or modified by any employee or
agent of the OCC or the United States.
A separate letterisenclosed your feedbact on how we your ion We
requesting app
would appreciate your response so we may unprove our service.
Ifyou have any questions, contact Seniorlicen=ing Analyst David Finnegan at720-475-7650 or
at david.finnegan@oco.treas.gov. Please include the OCC's control n=bcr on any
correspondence.
Sincerely,
feuee A. 15's,#5
James A. Bundy
Director for District Licensing
Enclosure: Survey
4
Preview
FILED: ONONDAGA COUNTY CLERK 09/17/2020 12:53 PM INDEX NO. 001473/2019 NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 09/17/2020 Gnibit & [ FILED: ONONDAGA COUNTY CLERK 09/17/2020 12:53 PM INDEX NO. 001473/2019 NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 09/17/2020 Co trollerofthe Currenc Adet nistratorof National Banks Western District Office 17th 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 . .. . ... argetforporation-.._.__..._.._._..__.._._.._....... _. ................_.......... . .............. .. .... . . ........ _ _.. . . .. ... . 3701 Wayzata Boulevard Minneapolis, MN 55416 Re: Disposition of Substrti^'1y allthe Assets of Target Nationâi Bank, Sioux Falls;SD, viaa Purchase and Assüñiptión with TD Bank USA, N.A., Portland, ME OCC Control No.: 2012-WE-12-0184 Services, Inc., Minneapolis, MN OCC Control No.: 2012-WE-12-0185 . Dear lvIr.VanMeter: The Office of the Comptroller-of Currency ("OCC") hereby ceditisally approves the above referenced applications. The Transactio.ns These applications are part of a seriesof transactions in which substantially allof the assetsand liabilities of Target Natimal Bank, Sioux Palls,SD (TNB) will be sold to TD Bank USA, N.A., Portland, ME (TD USA), and thereafter the operations and charter of TNB will be terminated. TNB isa wholly-owned subsidiary of Target Corpcetis, Minneapolis, MN. As proposed, the following events will occur m sequccoe on the same business day. FILED: ONONDAGA COUNTY CLERK 09/17/2020 12:53 PM INDEX NO. 001473/2019 NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 09/17/2020 Target National Bank Sioux Falls,SD 2012 WE 12 0184 and 0185 1. TNB will transfer substantially allof itsassets and all of itsinsured deposits to TD USA transaction.1 in a purchase and assumption . . ter- 2. TNB will merge with and intoTarget Corporate Services, Inc.(TCS), thcrcby TNB's charter. Discussion A. Fundamental Change in Asset Composition TNB applied to the OCC for prior approval of a fhndamental change in itsasset composition under 12 C.F.R. § 5.53. Under section 5.53(c)(1)(i),a national bank must obtain prior written apprcial of the OCC before chañging the composition of all,or =b:‡=‡ially all,.ofitsassets through sales or other disposine= In the pusha=e and assataption trancetion with TD USA, TNB will sellall itsdeposits and substantially allof itsassets. fëgüEtiõñrpfõVidë~tliãt~tliEOCC"- ~ Iifdëüidiiigã õliãnge in asset cöiñpõ§itiBEäÏipliõãtiõã, OCC consider the purpose of the.transaction, itsimpact on the safety and soundness of the bank, and any effecton the bank's customers. The principal purpose of adopting 12 C.F.R. § 5.53 was to "dormant" address supervisory concerns raised by so called bank charters by providing the OCC with regulatory oversight and a means to monitor them. TNB plans to merge into itsnenbank affiliate, TCS, !mmediately afterthp proposed transfer of assets and deposits to TD USA. Thus, "dormant" OCC concerns.over the continuation of charters are addressed and the trãñsäction is consistent with the language and purpose of section 5.53. The OCC has considered these fac.torsand found them consistcñ‡ with approval. B. Merger of TNB with and into Target Corporate Services, Inc. In thismerger, TNB will merge into itsnonbank affiliate,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 nâtiõüãi bank to merge with a nonbank subsidiary or affiliate:"Upon the approval of the Cemptroller, 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 of2000 (Title XII of the American Homeownership and Eccacrdic Opportunity Act of2000), Pub. L. No. 106-569, 114 Stat.2944, 3034 (December 27, 2000). I Upon co--We and a==:p‡!= of the purchase and notificati= to the Federal DepositInsurance Corporationofthe of transfer all insureddepositsfrom TNB to TD USA, TNB willno longerbe FDIC insured pursuantto 12 U.S.C.§ 1818(q)and 12 C.F.R.§ 307.2.TD USA's participation in the purchase and seumpHm is subject approval to a separate by the OCC,pursuantto the BankMerger Act, 12 U.S.C.§ 1828(c), 2 FILED: ONONDAGA COUNTY CLERK 09/17/2020 12:53 PM INDEX NO. 001473/2019 NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 09/17/2020 Target National Bank Sioux Falls, SD 2012 WB 12 0184 and 0185 The statutedoes not limit itsscope to ineigers in which the national bank isthe surviving entity, and so a merger into a=^=hank affiliateiswithin itsscope. The OCC's implementing regulation,discussed below, expressly provides for mergers into a nonbank afillistc. However, the regulation limitsthese transactions to mergers involving a national bank that isnot an insured bank. TNB will not be an insured bank atthe time ofthe merger. The OCC's regulations implementing 12.U.S.C. § 215a-3 set out substantive and precedural require=ients for the merger of an uninened national bank with itsnonbâñi affiliate inwhich the nonbank affiliateis theresulting entity. see 12 C.F.R. § 5.33(g)(5). The togalelan requires that the law of the state orother jurisdiction under which the nonbank affiliateisorganized allows the nonbank affiliateto engage in such mcrgers. The regulation also imposes the following additional requirements that: (1)the bank comply withthe procedures of 12 U.S.C. § 214a as ifit were merging into a state bank, (2) the nonbank.affiliate follow the procedures for mergers of the law ofits stateof organization, and (3) shareholders ofthe national bank who dissent from the dissenters' merger have the rightsset out in 12 U.S.C. § 214a. The regulation also provides that the OCC shallconsider the purpose of the isñsetion, itsimpact on the safety and soundness of negative effectin any such respect. The OCC reviewed the proposed merger of TNB into TCS and found that allrequirements were satisfied. Conditions 1. The merger of TNB intoTCS shallnot occur untilafter con::rmation of the purchase and assumption transaction between TNB and TD USA and termination of TNB's FDIC insurance. 2. Ifthe merger ofTNB with and into TCS does not occur within seven (7)calendar days afterthe saleof substantially all ofTNB's assets to TD USA, TNB shall immcdiately notify the OCC and submit a plan acceptable to the OCC to wind up itsoperations and terminate itsstatus as a national bank. These handitiom of approval are a "condidon imposed inwriting by a Federal banking agency in request" connection with any action on any epplicanon, notice,or other within the seshg of 12 U.S.C. § 1818. As such, these conditions are enforceable under 12 U.S.C. § 1818. Conclusion Accordingly, the OCC approves TNB's applications for a fundamental change in asset camposition, and forthe merger of TNB into TCS. These approvals are subject to the ceñditions setout above. This conditional approval isalso granted based on the information and 3 . FILED: ONONDAGA COUNTY CLERK 09/17/2020 12:53 PM INDEX NO. 001473/2019 NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 09/17/2020 Target National Bank Sioux Falls, SD 2012 WE 12 0184 and 0185 reprtscñtatiañs made in the applicaticñs. In particular,the approvals are based on TNB's representation that the merger will occur shortly afterthe purchese and a=mption transaction and the termination of TNB's status as an insured bank. The OCC will not issue a letter certifying the con:==etion of the transactions until we have received: . 1. Written confirmation that TNB isno longer FDIC insured. 2. TNB's charter certificateand certification thatallOCC Reports of Exemiñêties have been rettirnedto the OCC or destroyed. 3. A copy of the finalCertificate of Merger filed with the Minnesota Secretary of State. These conditióñal approvals, and the activitiesand e--+Miam by OCC employees in connection with thefiling, do not constitute a contract,express or implied, or any other ~ ~ eFHBBññbiñding ü1iõñ~tEe OCC, ~flisUñitëa Efälëf-ãñÿ~ägõñõÿ õf~ëñIitÿ"õfthEUñited~8thteé, irr any officer or employee of the United States,and do not affectthe ability of the OCC to exercise itssupervisory, regulatory and examina+ien authorities under applicable law and regülations. Our approval isbased on the bank's representations, submissions, and information available to the OCC as ofthis date. The OCC may modify, suspend or rescind.thisapproval if a material change in theinformation on which the OCC relied occurs priorto the date of the transaction to . which thisdecision pertaiñs. The foregoing may not be waived or modified by any employee or agent of the OCC or the United States. A separate letterisenclosed your feedbact on how we your ion We requesting app would appreciate your response so we may unprove our service. Ifyou have any questions, contact Seniorlicen=ing Analyst David Finnegan at720-475-7650 or at david.finnegan@oco.treas.gov. Please include the OCC's control n=bcr on any correspondence. Sincerely, feuee A. 15's,#5 James A. Bundy Director for District Licensing Enclosure: Survey 4