Most banks have bank holding companies, or BHCs, which allow them to enter into non-banking activities determined by the Federal Reserve Board to be closely related to banking, such as mortgage banking, consumer and commercial finance and loan servicing, leasing, collection agency, asset management, trust company, real estate appraisal, financial and investment advisory activities, management consulting, employee benefits consulting, career counseling services and certain insurance-related activities. With that status also comes more scrutiny by the Federal Reserve, and another layer of administrative costs.
Several bank holding companies have merged with their banking subsidiaries over the years, and BancorpSouth Inc. said its move is part of a corporate restructuring plan that will result in some cost-savings. Those savings will come via decreased registration fees with the Securities and Exchange Commission, less regulatory oversight by the Federal Reserve and more simplified financial reporting.
In a press release, BancorpSouth chairman and CEO Dan Rollins said, “Our board of directors and management team believe that this change in our corporate structure is in the best interests of our company and our shareholders and a holding company structure is no longer needed to support our business activities.
“This decision is reflective of our continuing commitment to improve the efficiency of our operations. We expect that the reorganization will eliminate redundant corporate infrastructure and activities and will help alleviate the burden of duplicative regulatory oversight. Most importantly, though, the reorganization is simply a corporate restructuring, and our customers and teammates will not be impacted.”
The company said it will continue to file reports under the Federal Deposit Insurance Corp., rather than the SEC.
BancorpSouth will be the only state-chartered bank not a part of the Federal Reserve system, but will remain under the regulations and supervision of the FDIC and the Mississippi Department of Banking and Consumer Finance.
The bank will have the same board of directors, and its management team will remain the same. They’ll also retain their current titles.
After the restructuring, outstanding share of bank’s common stock will be canceled, and outstanding shares of BancorpSouth Inc.’s common stock will be converted to equivalent shares of the bank’s stock.
“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 immediately prior to the reorganization,” the press release said.
While the boards of directors of BancorpSouth Inc. and BancorpSouth Bank have approved the restructuring, a special meeting of shareholders will be held to seek approval for the plan. That date has not been set.
Also, the restructuring still must meet regulatory requirements and other closing conditions.
“The company expects that the restructuring will be completed shortly after all conditions to closing have been satisfied, although the company can provide no assurance that the reorganization will close in a timely manner or at all,” it said in a statement.