A Lewiston, Maine-based holding company is planning to merge into its subsidiary in order to get rid of Federal Reserve oversight.

Northeast Bancorp, which has one if its corporate offices in Boston, announced yesterday that it would merge into its bank subsidiary Northeast Bank, a move that would effectively eliminate the holding company structure and make the bank the top-level company.

“We decided to undertake this transaction because we believe that this reorganization is in the best interest of our company,” Richard Wayne, president and CEO of the company, said in a statement. “This transaction will further improve our efficiency by eliminating redundant corporate infrastructure and activities, and eliminating a second level of supervision and oversight that comes with being a registered bank holding company.”

Under its current corporate structure, the roughly $1.2 billion asset Northeast Bank is a state-chartered bank and therefore regulated by the Maine Bureau of Financial Institutions.

Having the holding company Northeast Bancorp makes it easier for the entity to raise capital and acquire other banks, but it also comes with additional restrictions because the Federal Reserve regulates holding companies.

“The regulatory commitments regarding capital levels, asset composition and sources of funding that we have adhered to since 2010 will be replaced by standards to be incorporated into our policies and procedures,” Wayne said in a statement. “We believe that these changes should allow for an increase in loan capacity in the long run, as well as a decrease in our deposit costs and the costs associated with holding excess cash.”

At the effective time of the reorganization, each outstanding share of voting and non-voting common stock of the company, par value $1 per share, respectively, will be canceled and converted into the right to receive one share of voting and non-voting common stock, respectively, of the bank.

As a result, the shares of the bank’s common stock are expected to be owned directly by the company’s shareholders in the same proportion as their ownership of the company’s common stock prior to the reorganization.

Following the reorganization, it is expected that the bank will be a publicly-traded company listed on the NASDAQ Global Market under the same ticker symbol currently used by the company, “NBN.”

The bank will have the same board of directors and executive officers following the reorganization.

Maine Bank to Shed Fed Oversight With Corporate Reorganization

by Banker & Tradesman time to read: 2 min
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