Extract to table

All closing deliverables — including legal opinions, officer and secretary certificates, comfort letters, and funds flow memoranda — must be finalized and in execution-ready form prior to or on the morning of the Closing Date

Following the Closing Date, BRB is required to file a post-issuance notification with the OCC within the applicable period specified by regulation

The applicable requirements for Tier 2 capital instruments issued by national banks include, among other things: (i) The instrument must have a minimum original maturity of at least five years

(ii) The instrument must be subordinated to depositors and general creditors of the bank

(iv) The OCC must approve any redemption prior to the stated maturity date

The key elements of Rule 144A compliance are as follows: • All purchasers of the Notes must be QIBs as defined in Rule 144A(a)(1)