Office of the Superintendent of Financial Institutions
The statutes listed above (collectively, the “Statutes”) provide two regulatory steps for a bank or a federally-regulated trust or loan company or association (i.e., an applicant) to sell all or substantially all of its assets. The first requires the applicant to send to the Superintendent the sale agreement before it is submitted for approval by special resolution of the applicant’s shareholder(s) (and/or members, in the case of a federal credit union or an association). The second requires obtaining the Minister’s approval of the sale agreement, after it has been approved by the applicant’s shareholder(s) and/or members. The information requirements that follow are set out accordingly.
In addition, the information requirements that follow assume (a) a small or medium-sized deposit-taking institution as the applicant, (b) a deposit-taking institution as the purchaser, and (c) the applicant entering into the transaction with a view to eventually exit OSFI’s oversight. This assumption is merely for convenience, in that it aligns the information requirements with the circumstances underlying the vast majority of requests for approval that have been made under the Legislative Authorities above.
Applicant-focused Information Requirements
All applicants are generally expected to provide:
Purchaser-focused Information Requirements
The applicant is generally expected to provide, or arrange for the Purchaser to provide OSFI with:
On or after the date specified in the statutory noticeFootnote 9 (“Notice”) regarding when the applicant intends to make an application to the Minister, and assuming the applicant proceeds with such application, the applicant is generally expected to provide the following information:
“Substantially All” Assets or Liabilities
Liabilities – Other Matters
Timing of Special Resolution
Self-dealing and Certain Other Rules
The information requirements and administrative guidance are intended to satisfy typical applications. They have been derived from OSFI’s experience in assessing applications. Applicants who provide all information and material requested can generally expect a more timely assessment of their applications. As appropriate to the circumstances, OSFI may request additional information, take into account other matters, impose terms and conditions, or require undertakings
See item 3 of the Administrative Guidance below for more information.
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For example, a transaction may be subject to a review under the Competition Act.
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Where the applicant’s internal targets will be revised as a result of the transaction, the reference to “internal targets” above, in the immediately post-transaction context, is to the revised targets.
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Where the Purchaser is an authorized foreign bank, this information requirement is with regard to the Purchaser’s business in Canada.
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Where the Purchaser’s internal target will be revised as a result of the transaction, the reference to “internal target” above, in the immediately post-transaction context, is to the revised target.
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See subsection 582(1) of the BA.
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To the extent this item 12(d)(v) information is not already provided under item 12(d)(i) above.
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See item 8 of the Administrative Guidance below for more information.
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The Notice referred to in paragraphs 236(2)(a) of the BA, 241(2)(a) of the TLCA and 233.5(2)(a) of the CCAA. See also items 5 and 6 of the Administrative Guidance below for more information.
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This is in support of the requirement set out in paragraph 241(2)(c) of the TLCA.
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This is in support of the requirement set out in subsection 241(5) of the TLCA.
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This is based on the wording of the following subsections: 232(1) of the BA, 237(1) of the TLCA and 233.1(1) of the CCAA.
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See subsections 236(1) of the BA, 241(1) of the TLCA and 233.5(1) of the CCAA.
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See subsections 494(6) of the BA, 482(6) of the TLCA and 418(5) of the CCAA. Where assets are purchased and sold among banks, among trust or loan companies, or among associations, these subsections also exempt the purchaser from an approval under the self-dealing rules.
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See section 501 of the BA, 489 of the TLCA and 425 of the CCAA.
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See paragraphs 482(2)(g) of the BA, 470(2)(c) of the TLCA and 406(3)(c) of the CCAA. Where assets are purchased and sold among banks, among trust or loan companies, or among associations, these paragraphs also exempt the assets purchased from the calculation and application of the 10% threshold.
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Please see Charges for Services Provided by the Office of the Superintendent of Financial Institutions Regulations 2002.
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