Correspondence 0001493152-24-046166 from Old Glory Holding Co (CIK 0002016561)
Old Glory Holding Co (CIK 0002016561)
Date: Nov. 15, 2024 · CIK: 0002016561 · Accession: 0001493152-24-046166
AI Filing Summary & Sentiment
File numbers found in text: 024-12512
Referenced dates: October 23, 2024
Letter
Division of Corporation Finance Office of Finance Re: Old Glory Holding Company Offering Statement on Form 1-A File No. 024-12512
Dear Robert:
Thank you for your letter dated October 23, 2024, relating to our issuance of Class B Common Stock in Old Glory Holding Company, a Delaware Corporation (the “Company”).
Thank you for the thorough review by you and your colleagues. We are grateful for your comments, especially with regard to our oversights and typos.
Accompanying this letter is a red-line of our Amendment to our Form 1-A, dated November 5, 2024. You will notice that a large block of our changes is the addition of our Interim Financial Statements, for the period 1-1-24 to 6-30-24.
In response to your questions and comments, here are our responses, which follows the same number sequence in your letter.
Offering Statement on Form 1-A
1. We corrected this typo in Exhibit 11.1.
2. This website at own.oldglorybank.com is a place-holder until it launches live. This website does not solicit interest, including (without limitation) (i) does not have a reservation list, (ii) does not ask for any investor information, (iii) does not request any feedback or other information about whether anyone would be interested in participating in any offering, and (iv) merely provided a correct statement that the Company has filed an Offering Circular under Regulation A (which is available on EDGAR). That said, we have now removed even that statement and no longer reference that the Company has filed an Offering Circular under Regulation A which is available on EDGAR.
3. Attached hereto as Exhibit A is a copy of (i) the T&Cs for the Portal, (ii) the Privacy Policy for the Portal, and (iii) screen shots of the Portal that will be accessible when “live.”
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4. We corrected this typo. SEC’s clarification indicated that this was meant to refer to Item 6 in Form 1-A. We have confirmed that the share count used was appropriate for the timeframe of lookback requested, although that figure has been updated to reflect our latest Reg D offering.
5. We added this language to the cover page, with reference to the existing disclosure on page 61.
6. We made this requested change to page 1.
7. We made this requested change to page 2.
8. We agree with your assessment and removed the language regarding “no obligation to update” in two instances on page 3.
9. We made this requested change on page 5.
10. We modified this language and/or added appropriate qualifiers, as found in several instances on pages 4, 5, and 85.
11. We added additional clarifying language around these assertions, including on pages 4, 40 and 85.
12. We added additional clarifying language around this assertion on page 5.
13. We added expanded and clarified the meaning around these concepts on page 5.
14. We added additional language around the Consent Order, as found on pages 15, 101 and 102.
15. We added language on page 8 that confirmed we will use an advisor to determine the redemption price.
16. We made this requested change on page 11.
17. We made this requested change on page 11.
18. We made this requested change on page 14.
19. We made this requested change on page 27.
20. We made this requested change on page 27.
21. We made this requested change on page 28.
22. We made this requested change in various locations, including on pages 28, 73 and 80.
23. We made this requested change in various locations, including on pages 40 and 41.
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24. We made this requested change on pages 36 and 66.
25. We made this requested change on page 37.
26. We made this requested change on page 37.
27. We made this requested change on page 40.
28. We made this requested change on page 41.
29. We made this requested change on page 43.
30. We made this requested change. With regard to the external account linkage capability that can be utilized through our online and mobile banking app (further described in our Offering Circular on pages 47 and 52), our technology partner Q2 provides administrative access to those external balances of our customers. Attached as Exhibit B is an example of the reporting that we can access at any time.
31. We made this requested change on page 47.
32. We made this requested change on page 48.
33. We made this requested change on pages 47 and 52.
34. We made this requested change on page 55.
35. We made this requested change on page 58.
36. We provided greater detail on historical performance, as described in pages 67 to 71.
37. We provided greater detail on projections, as provided on pages 85 to 87.
38. We made this requested change on pages 87 and 88.
39. We made this requested change on pages 89 to 95.
40. We made this requested change on page 97.
41. We made this correction on pages 28 and 97.
42. We added clarifying language and made other changes on pages 101 and 103.
43. We made this requested change to Section 3.4 of the Subscription Agreement (Exhibit 4.1) and on page 31.
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44. We did consider Regulation C, Rule 405, and Article 8 of Regulation S-X, plus consulted with outside legal counsel and our audit firm. We are of the view that under Regulation C, Rule 405, financial statements of a “predecessor” are not required except where a registrant succeeds to substantially all of the business (or a separately identifiable line of business) of another entity (or group of entities) and the registrant’s own operations before the succession appear insignificant relative to the operations assumed or acquired. The activities and operations of Old Glory Holding Company were both significant and materially larger than that of First State Bank (FSB).
a. Old Glory Holding Company was formed on November 9, 2021 (more than 12 months prior to the acquisition of FSB on November 30, 2022) for the purpose of (i) creating and building the Old Glory Platform (defined below), and (ii) acting as a registered Bank Holding Company under the BCH Act of 1956, which Old Glory Holding company must continue to do following the acquisition of FSB. A Bank Holding Company performs an important and continuing role for a chartered bank and Old Glory Holding Company continues to perform an important role for Old Glory Bank.
b. Old Glory Holding Company had $17 million in Tier 1 capital when it launched material operations in 2022, which was more than 5 times the amount of capital of FSB (which was $2.96mm).
c. Old Glory Holding Company had, prior to the acquisition of FSB, and continues to have following the acquisition of FSB, a distinct Board (with the only common board member being Michael P. Ring) and continues to have a distinct regulatory function performing the role of a bank holding company under the 1956 Act, subject to oversight by the Federal Reserve. In this regard, Old Glory Holding Company has been the subject of multiple regulatory examinations and is subject to enforcement actions as a distinct legal entity.
d. None of the legacy technology, systems, deposit operations, computers, servers, website, name, brand, work-force, debit cards, or policies of FSB are used by the Old Glory Companies, excluding only (i) 2 elderly legacy tellers still working in Elmore City, and (ii) one outdated ATM machine (which will be replaced soon).
e. Within the Old Glory Platform, we track FSB’s legacy customers as Branch 1 and track all Old Glory Bank’s online customers (acquired post-acquisition using the Old Glory Platform) as Branch 2. Branch 1 has less than 1,000 accounts (after 120 years of operations) and Branch 2 has more than 60,000 accounts (in its first 18 months of operations). This unprecedent growth only occurred because of the Old Glory Platform that was created and deployed by Old Glory Holding Company in 2022, prior to the acquisition of FSB.
f. During this pre-acquisition period in 2022, Old Glory Holding Company undertook all of the necessary elements to build the Old Glory Platform, including the following:
i. employed approximately 30 FTEs on payroll;
ii. conducted technical assessments, reviews, and testing of various core processing systems and customer-facing front-ends for the Old Glory online/mobile banking technology platform (the “Old Glory Platform”);
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iii. entered into long-term contracts with the three critical Old Glory Platform partners (Q2, FiServ, and Mastercard), which contracts were executed several months prior to the acquisition of FSB, comprised of long-term obligations exceeding $30.0 million, and were contributed to the bank only after the acquisition was complete;
iv. created, launched, and announced the Old Glory Bank name, logo, and brand; and
v. engaged national spokespeople and created brand collateral.
g. In summary, Old Glory Bank is a 50-state “de novo” bank because every material function of Old Glory Bank that exists is because of the work and technology that was created separate and apart from the legacy business of the one-town branch of FSB.
h. We note that Rule 3-05 is generally not applicable for FSB because Old Glory Holding Company was not a filer when it acquired FSB, and FSB has now been included in Old Glory Holding Company’s Audited Consolidated Financials Statements for a full fiscal year in 2023, plus for 6 months in 2024.
i. In summary, we believe that not including the pre-acquisition financial information of FSB is the correct reporting and properly reflects the actual consolidated operations of the Old Glory Companies for 2022 and 2023.
45. We made this requested change on pages 73, 80 and 97.
Again, we thank you and your colleagues for the detailed review of our materials, which we believe we have now addressed. Further, my colleague, Eric Ohlhausen, and I want to thank you for the incredible responsiveness everyone on your group provided to us. Every call and question we had was immediately (and I mean immediately) answered. We were very taken aback with such phenomenal service by your group.
Please let me know if you want to talk through any of our changes.
Sincerely,
Old
Glory Holding Company
Show Raw Text
CORRESP
1
filename1.htm
Old
Glory Holding Company
3401
NW 63rd Street, Suite 600
Oklahoma
City, OK 73116
November
5, 2024
Mr.
Robert Arzonetti
US
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Finance
Re:
Old
Glory Holding Company
Offering
Statement on Form 1-A
File
No. 024-12512
Dear
Robert:
Thank
you for your letter dated October 23, 2024, relating to our issuance of Class B Common Stock in Old Glory Holding Company, a Delaware
Corporation (the “Company”).
Thank
you for the thorough review by you and your colleagues. We are grateful for your comments, especially with regard to our oversights and
typos.
Accompanying
this letter is a red-line of our Amendment to our Form 1-A, dated November 5, 2024. You will notice that a large block of our changes
is the addition of our Interim Financial Statements, for the period 1-1-24 to 6-30-24.
In
response to your questions and comments, here are our responses, which follows the same number sequence in your letter.
Offering
Statement on Form 1-A
1. We
corrected this typo in Exhibit 11.1.
2. This
website at own.oldglorybank.com is a place-holder until it launches live. This website does
not solicit interest, including (without limitation) (i) does not have a reservation
list, (ii) does not ask for any investor information, (iii) does not request
any feedback or other information about whether anyone would be interested in participating
in any offering, and (iv) merely provided a correct statement that the Company has filed
an Offering Circular under Regulation A (which is available on EDGAR). That said, we have
now removed even that statement and no longer reference that the Company has filed an Offering
Circular under Regulation A which is available on EDGAR.
3. Attached
hereto as Exhibit A is a copy of (i) the T&Cs for the Portal, (ii) the Privacy
Policy for the Portal, and (iii) screen shots of the Portal that will be accessible when
“live.”
1 | P a g e
4. We
corrected this typo. SEC’s clarification indicated that this was meant to refer to
Item 6 in Form 1-A. We have confirmed that the share count used was appropriate for the timeframe
of lookback requested, although that figure has been updated to reflect our latest Reg D
offering.
5. We
added this language to the cover page, with reference to the existing disclosure on page
61.
6. We
made this requested change to page 1.
7. We
made this requested change to page 2.
8. We
agree with your assessment and removed the language regarding “no obligation to update”
in two instances on page 3.
9. We
made this requested change on page 5.
10. We
modified this language and/or added appropriate qualifiers, as found in several instances
on pages 4, 5, and 85.
11. We
added additional clarifying language around these assertions, including on pages 4, 40 and
85.
12. We
added additional clarifying language around this assertion on page 5.
13. We
added expanded and clarified the meaning around these concepts on page 5.
14. We
added additional language around the Consent Order, as found on pages 15, 101 and 102.
15. We
added language on page 8 that confirmed we will use an advisor to determine the redemption
price.
16. We
made this requested change on page 11.
17. We
made this requested change on page 11.
18. We
made this requested change on page 14.
19. We
made this requested change on page 27.
20. We
made this requested change on page 27.
21. We
made this requested change on page 28.
22. We
made this requested change in various locations, including on pages 28, 73 and 80.
23. We
made this requested change in various locations, including on pages 40 and 41.
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24. We
made this requested change on pages 36 and 66.
25. We
made this requested change on page 37.
26. We
made this requested change on page 37.
27. We
made this requested change on page 40.
28. We
made this requested change on page 41.
29. We
made this requested change on page 43.
30. We
made this requested change. With regard to the external account linkage capability that can
be utilized through our online and mobile banking app (further described in our Offering
Circular on pages 47 and 52), our technology partner Q2 provides administrative access to
those external balances of our customers. Attached as Exhibit B is an example of the
reporting that we can access at any time.
31. We
made this requested change on page 47.
32. We
made this requested change on page 48.
33. We
made this requested change on pages 47 and 52.
34. We
made this requested change on page 55.
35. We
made this requested change on page 58.
36. We
provided greater detail on historical performance, as described in pages 67 to 71.
37. We
provided greater detail on projections, as provided on pages 85 to 87.
38. We
made this requested change on pages 87 and 88.
39. We
made this requested change on pages 89 to 95.
40. We
made this requested change on page 97.
41. We
made this correction on pages 28 and 97.
42. We
added clarifying language and made other changes on pages 101 and 103.
43. We
made this requested change to Section 3.4 of the Subscription Agreement (Exhibit 4.1) and
on page 31.
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44. We
did consider Regulation C, Rule 405, and Article 8 of Regulation S-X, plus consulted with
outside legal counsel and our audit firm. We are of the view that under Regulation C, Rule
405, financial statements of a “predecessor” are not required except where
a registrant succeeds to substantially all of the business (or a separately identifiable
line of business) of another entity (or group of entities) and the registrant’s
own operations before the succession appear insignificant relative to the operations
assumed or acquired. The activities and operations of Old Glory Holding Company were both
significant and materially larger than that of First State Bank (FSB).
a. Old
Glory Holding Company was formed on November 9, 2021 (more than 12 months prior to the acquisition
of FSB on November 30, 2022) for the purpose of (i) creating and building the Old Glory Platform
(defined below), and (ii) acting as a registered Bank Holding Company under the BCH
Act of 1956, which Old Glory Holding company must continue to do following the acquisition
of FSB. A Bank Holding Company performs an important and continuing role for a chartered
bank and Old Glory Holding Company continues to perform an important role for Old Glory Bank.
b. Old
Glory Holding Company had $17 million in Tier 1 capital when it launched material operations
in 2022, which was more than 5 times the amount of capital of FSB (which was $2.96mm).
c. Old
Glory Holding Company had, prior to the acquisition of FSB, and continues to have following
the acquisition of FSB, a distinct Board (with the only common board member being Michael
P. Ring) and continues to have a distinct regulatory function performing the role of a bank
holding company under the 1956 Act, subject to oversight by the Federal Reserve. In this
regard, Old Glory Holding Company has been the subject of multiple regulatory examinations
and is subject to enforcement actions as a distinct legal entity.
d. None
of the legacy technology, systems, deposit operations, computers, servers, website, name,
brand, work-force, debit cards, or policies of FSB are used by the Old Glory Companies, excluding
only (i) 2 elderly legacy tellers still working in Elmore City, and (ii) one outdated ATM
machine (which will be replaced soon).
e. Within
the Old Glory Platform, we track FSB’s legacy customers as Branch 1 and track all Old
Glory Bank’s online customers (acquired post-acquisition using the Old Glory Platform)
as Branch 2. Branch 1 has less than 1,000 accounts (after 120 years of operations) and Branch
2 has more than 60,000 accounts (in its first 18 months of operations). This unprecedent
growth only occurred because of the Old Glory Platform that was created and deployed by Old
Glory Holding Company in 2022, prior to the acquisition of FSB.
f. During
this pre-acquisition period in 2022, Old Glory Holding Company undertook all of the
necessary elements to build the Old Glory Platform, including the following:
i. employed
approximately 30 FTEs on payroll;
ii. conducted
technical assessments, reviews, and testing of various core processing systems and customer-facing
front-ends for the Old Glory online/mobile banking technology platform (the “Old
Glory Platform”);
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iii. entered
into long-term contracts with the three critical Old Glory Platform partners (Q2, FiServ,
and Mastercard), which contracts were executed several months prior to the acquisition
of FSB, comprised of long-term obligations exceeding $30.0 million, and were contributed
to the bank only after the acquisition was complete;
iv. created,
launched, and announced the Old Glory Bank name, logo, and brand; and
v. engaged
national spokespeople and created brand collateral.
g. In
summary, Old Glory Bank is a 50-state “de novo” bank because every material function
of Old Glory Bank that exists is because of the work and technology that was created separate
and apart from the legacy business of the one-town branch of FSB.
h. We
note that Rule 3-05 is generally not applicable for FSB because Old Glory Holding Company
was not a filer when it acquired FSB, and FSB has now been included in Old Glory Holding
Company’s Audited Consolidated Financials Statements for a full fiscal year in 2023,
plus for 6 months in 2024.
i. In
summary, we believe that not including the pre-acquisition financial information
of FSB is the correct reporting and properly reflects the actual consolidated operations
of the Old Glory Companies for 2022 and 2023.
45. We
made this requested change on pages 73, 80 and 97.
Again,
we thank you and your colleagues for the detailed review of our materials, which we believe we have now addressed. Further, my colleague,
Eric Ohlhausen, and I want to thank you for the incredible responsiveness everyone on your group provided to us. Every call and question
we had was immediately (and I mean immediately) answered. We were very taken aback with such phenomenal service by your group.
Please
let me know if you want to talk through any of our changes.
Sincerely,
Old
Glory Holding Company
By:
/s/
Michael P. Ring
Michael
P. Ring
President
and CEO
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Exhibit
A
T&Cs,
Privacy Policy, and Portal Screen Shots
See
attached.
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Old
Glory Holding Company
Ownership
W