12 C.F.R. Subpart J—Retirement of Equities and Payment of Dividends
Title 12 - Banks and Banking
(a) Definitions. For the purposes of this subpart the following definitions shall apply: (1) Eligible borrowers stock means: (i) Stock, participation certificates or allocated equities outstanding on January 6, 1988, or purchased as a condition of obtaining a loan prior to the earlier of the date of shareholder approval of capitalization bylaws under section 4.3A of the Act or October 6, 1988; and (ii) Any stock, participation certificates or allocated equities for which such eligible borrower stock is exchanged in connection with a merger, consolidation, or other reorganization or a transfer of territory. Eligible borrower stock does not include equities for which eligible borrower stock is required to be exchanged pursuant to the bylaws adopted under section 4.3A or equities for which eligible borrower stock is voluntarily exchanged except in connection with a merger, consolidation or other reorganization or a transfer of territory. (2) Retirement in the ordinary course of business means: (i) Retirement upon repayment of a loan or under a retirement or revolvement plan in effect prior to January 6, 1988, and for eligible borrower stock issued after that date, at the time the loan was made; or (ii) Retirement pursuant to §§615.5280 and 615.5290. (3) Par value means: (i) In the case of stock, par value; (ii) In the case of participation certificates and other equities, face or equivalent value; or (iii) In the case of participation certificates and allocated surplus subject to retirement under a revolving cycle and retired out or order pursuant to §§615.5280 and 615.5290 or otherwise under the Act, par or face value discounted at a rate determined by the institution to reflect the present value of the equity as of the date of such retirement. (b) When an institution retires eligible borrower stock in the ordinary course of business, such equities shall be retired at par, even if book value is less than par. (c) When a Farm Credit Bank retires stock for the sole purpose of enabling an association to retire eligible borrower stock that was issued in connection with a long term real estate loan, such stock shall be retired at par even if its book value is less than par. [53 FR 40048, Oct. 13, 1988; 54 FR 7029, Feb. 16, 1989, as amended at 62 FR 4447, Jan. 30, 1997; 63 FR 39228, July 22, 1998] (a) Equities other than eligible borrower stock shall be retired at not more than their book value. (b) No equities shall be retired, except pursuant to §§615.5280 and 615.5290, or term stock at its stated maturity unless after the retirement the institution would continue to meet the minimum permanent capital standards established under subpart H of this part. (c) A bank, association, or service corporation board of directors may delegate authority to retire at-risk stock to institution management if: (1) The board has determined that the institution's capital position is adequate; (2) All retirements are in accordance with the institution's capital adequacy plan or capital restoration plan; (3) The institution's permanent capital ratio will be in excess of 9 percent after any retirements; (4) The institution will continue to satisfy all applicable minimum surplus and collateral standards after any retirements; and (5) Management reports the aggregate amount and net effect of stock purchases and retirements to the board of directors each quarter. (d) Each board of directors of a bank, association, or service corporation that issues preferred stock must adopt a written policy covering the retirement of preferred stock. The policy must, at a minimum: (1) Establish any delegations of authority to retire preferred stock and the conditions of delegation, which must meet the requirements of paragraph (c) of this section and include minimum levels for total surplus and core surplus commensurate with the volatility of the preferred stock. (2) Identify limitations on the amount of stock that may be retired during a single quarterly (or shorter) time period; (3) Ensure that all stockholder requests for retirement are treated fairly and equitably; (4) Prohibit any insider, including institution officers, directors, employees, or agents, from retiring any preferred stock in advance of the release of material non-public information concerning the institution to other stockholders; and (5) Establish when insiders may retire their preferred stock. (e) The institution's board must review its policy at least annually to ensure that it continues to be appropriate for the institution's current financial condition and consistent with its long-term goals established in its capital adequacy plan. [53 FR 40048, Oct. 13, 1988; 54 FR 7029, Feb. 16, 1989, as amended at 62 FR 4447, Jan. 30, 1997; 70 FR 53909, Sept. 13, 2005] (a) When the debt of a holder of eligible borrower stock issued by a production credit association, Federal land bank association, Federal land credit association or agricultural credit association is in default, such institution may, but shall not be required to, retire at par eligible borrower stock owned by such borrower on which the institution has a lien, in total or partial liquidation of the debt. (b) When the debt of a holder of stock, participation certificates or other equities issued by a production credit association, Federal land bank association, Federal land credit association or agricultural credit association is in default, such institution may, but shall not be required to, retire at book value not to exceed par all or part of such equities, other than eligible borrower stock as defined in §615.5260(a)(1), owned by such borrower on which the institution has a lien, in total or partial liquidation of the debt. (c) When the debt of a holder of equities or guaranty fund certificates issued by a bank for cooperatives or agricultural credit bank is in default the bank may, but shall not be required to, retire all or part of such equities qualify or guaranty fund investments owned by the borrower on which the bank has a lien, in total or partial liquidation of the debt. If such investments qualify as eligible borrower stock, it shall be retired at par, as defined in §615.5260(a)(3). All other investments shall be retired at a rate determined by the institution to reflect its present value on the date of retirement. (d) When the debt of a holder of the equities of a Farm Credit Bank or agricultural credit bank is in default the bank may, but shall not be required to, retire all or part of such equities owned by the borrower on which the bank has a lien, in total or partial liquidation of the debt. If such equities qualify as eligible borrower stock or are retired solely to permit a Federal land bank association to retire eligible borrower stock under §615.5280(a), they shall be retired at par. All other equities shall be retired at book value not to exceed par. (e) Any retirements made under this section by a Federal land bank association shall be made only upon the specific approval of, or in accordance with, approval procedures issued by the association's funding bank. (f) Prior to making any retirement pursuant to this section, except retirements pursuant to paragraphs (c) and (d) of this section, the institution shall provide the borrower with written notice of the following matters; (1) A statement that the institution has declared the borrower's loan to be in default; (2) A statement that the institution will retire all or part of the equities of the borrower in total or partial liquidation of his or her loan; (3) A description of the effect of the retirement on the relationship of the borrower to the institution; (4) A statement of the amount of the outstanding debt that will be owed to the institution after the retirement of the borrower's equities; and (5) The date on which the institution will retire the equities of the borrower. (g) The notice required by this section shall be provided in person at least 10 days prior to the retirement of any equities of a holder, or by mailing a copy of the notice by first class mail to the last known address of the equity holder at least 13 days prior to the retirement of such person's equities. (h) The requirements of this section may be satisfied by notices given pursuant to §§617.7405, 617.7410, 617.7420, and 617.7425 of this chapter that contain the information required by this section. [53 FR 40048, Oct. 13, 1988; 54 FR 7029, Feb. 16, 1989, as amended at 61 FR 67187, Dec. 20, 1996; 62 FR 13213, Mar. 19, 1997; 69 FR 10907, Mar. 9, 2004] (a) If a Farm Credit Bank or agricultural credit bank forgives and writes off, under §617.7415, any of the principal outstanding on a loan made to any borrower, where appropriate the Federal land bank association of which the borrower is a member and stockholder shall cancel the same dollar amount of borrower stock held by the borrower in respect of the loan, up to the total amount of such stock, and to the extent provided for in the bylaws of the Bank relating to its capitalization, the Farm Credit Bank or agricultural credit bank shall retire an equal amount of stock owned by the Federal land bank association. (b) If a production credit association or merged association forgives and writes off, under §617.7415, any of the principal outstanding on a loan made to any borrower, the association shall cancel the same dollar amount of borrower stock held by the borrower in respect of the loan, up to the total amount of such loan. (c) Notwithstanding paragraphs (a) and (b) of this section, the borrower shall be entitled to retain at least one share of stock to maintain the borrower's membership and voting interest. [53 FR 35457, Sept. 14, 1988, as amended at 61 FR 67188, Dec. 20, 1996; 69 FR 10907, Mar. 9, 2004] (a) The board of directors of a bank, association, or service corporation must declare a dividend on a class of stock before any dividends may be paid to stockholders. (b) No bank, association, or service corporation may declare or pay any dividend unless after declaration or payment of the dividend the institution would continue to meet its regulatory capital standards under this part. (c) Each bank, association, and service corporation must exclude any accrued but unpaid dividends from regulatory capital computations under this part. [70 FR 53909, Sept. 13, 2005]
Title 12: Banks and Banking
PART 615—FUNDING AND FISCAL AFFAIRS, LOAN POLICIES AND OPERATIONS, AND FUNDING OPERATIONS
Subpart J—Retirement of Equities and Payment of Dividends
§ 615.5260 Retirement of eligible borrower stock.
§ 615.5270 Retirement of other equities.
§ 615.5280 Retirement in event of default.
§ 615.5290 Retirement of capital stock and participation certificates in event of restructuring.
§ 615.5295 Payment of dividends.
