Regulation

Federal Reserve Approves Fleur Capital’s Simmesport Bank AcquisitionAdd Securities.io to your preferred sources on Google

The Federal Reserve Board on October 2, 2026, announced its approval of an application by Fleur Capital Corporation to become a bank holding company by acquiring Simmesport State Bank, both of Simmesport, Louisiana. The Board’s order, issued under section 3 of the Bank Holding Company Act and effective the same day, approves a transaction structured as a share and cash exchange in which Fleur would acquire 100 percent of the issued and outstanding capital stock of Simmesport Bank in exchange for cash consideration and shares of Fleur.

Fleur is a Louisiana corporation that currently has no material operations and was formed for purposes of the transaction. Simmesport Bank is a state nonmember bank that does not have a holding company and operates only in Louisiana. The bank holds consolidated assets of approximately $198.5 million and controls approximately $173.0 million in deposits, representing less than 1 percent of the total deposits of insured depository institutions in the United States. The order ranks Simmesport Bank as the 2,874th largest insured depository organization in the country, with asset, deposit, and ranking data as of June 30, 2026.

Application History and Public Comments

Fleur previously applied to acquire Simmesport Bank in 2025, and the Federal Reserve Bank of Atlanta approved that application under delegated authority on January 21, 2026. The parties subsequently substantively amended the proposal, resulting in Fleur’s submission of the present application. Notice of the new proposal was published at 91 Federal Register 35985 on June 15, 2026, affording interested persons an opportunity to comment. The comment period expired with the Board having received three adverse comments, all from the same commenter: a former board member and current shareholder of Simmesport Bank who dissented from the proposed transaction.

The commenter asserted that Fleur had demonstrated an inability to raise sufficient funds to purchase the bank, alleging that Fleur extended the transaction date several times and that an amendment to the transaction agreement required Simmesport Bank shareholders to receive more Fleur common stock than originally negotiated, rather than cash. The commenter also alleged that the agreement involves financial risks, including to the future earnings, dividend capacity, and potential value of the bank, and that it could adversely affect the value of Fleur’s common stock. The commenter further alleged that Fleur representatives participated actively in the bank’s everyday operations, including making certain management decisions and participating directly in meetings of the bank’s board, before required regulatory approvals were received, and that Fleur took intentional steps to cause a devaluation of the bank’s shares so it could pay for the transaction with less cash before closing.

The commenter additionally raised arguments relating to the fairness of the transaction from a dissenting shareholder’s perspective, including that the original agreement should not have been amended, that restrictions placed on the Fleur stock to be received by bank shareholders were unfair, that the bank’s directors had not performed adequate due diligence, that Fleur would not have any local Simmesport residents on its board, and that the commenter was removed from the bank’s board in violation of its charter. The Board noted that courts have concluded its limited jurisdiction to review applications under a banking statute does not authorize it to consider matters relating only to corporate governance and the proper compensation of shareholders, citing Western Bancshares, Inc. v. Board of Governors and Juniata Valley Financial Corp., and observed that such matters may involve state and federal securities laws and state corporate law that may be raised before a court with authority to provide adequate relief.

Fleur responded that the allegations reflect the commenter’s individual complaints about the transaction and are not relevant to its application. Fleur asserted it has not sought to devalue Simmesport Bank, represented that it has raised the capital necessary to pay the cash consideration under the transaction agreement, and stated that the bank’s shareholders approved the transaction well in excess of the minimum requirement even after the original agreement was modified to change the calculation of the cash and share consideration. Fleur further represented that the bank retained an independent third-party consultant to assist with its processes, procedures, and daily operations; that no Fleur employees, affiliates, or agents have been employed by the bank or have influenced or directed its policies; and that Fleur’s chief executive officer attended bank board and committee meetings only as an observer, as permitted under the transaction agreement.

Competitive, Financial, and Community Findings

Fleur does not control any depository institutions and would control only Simmesport Bank following the transaction, so the proposal does not involve a merger or acquisition that would result in a monopoly or eliminate a competitor in any relevant market. The U.S. Department of Justice reviewed the potential competitive effects and advised the Board that it did not conclude the proposal would have a significantly adverse effect on competition, and the appropriate banking agencies were afforded an opportunity to comment and did not object. The Board determined that competitive considerations are consistent with approval.

On financial and managerial factors, the Board found that Fleur would be in compliance with relevant capital standards on consummation and that Simmesport Bank is well capitalized and considered well managed. The Board found the bank’s capital, asset quality, earnings, and liquidity consistent with approval, and Fleur would adopt the bank’s risk-management program. The Board also found the bank’s record of effectiveness in combatting money laundering consistent with approval.

Simmesport Bank operates two full-service branch offices in Louisiana, with a primary focus on residential real estate and consumer lending. The bank received an overall “Satisfactory” rating at its most recent Community Reinvestment Act performance evaluation by the Federal Deposit Insurance Corporation as of February 20, 2025, including a “Satisfactory” Lending Test rating. The evaluation involved a full-scope review of the bank’s sole assessment area, the Louisiana Non-Metropolitan Statistical Area assessment area consisting of Avoyelles Parish and portions of St. Landry and Pointe Coupée Parishes, based on 2024 home mortgage and consumer loan data. Examiners found the bank’s loan-to-deposit ratio more than reasonable, a majority of home mortgage and consumer loans made within the assessment area, poor geographic dispersion of loans but reasonable penetration among borrowers of different income levels, and no CRA-related complaints since the previous evaluation.

Fleur represented that the bank’s CRA policies and assessment area will remain the same immediately after consummation, that the combined organization would continue to offer the same programs, products, and services the bank currently offers, and that it does not currently anticipate any branch closures or consolidations in connection with the transaction.

On financial stability, the Board found the proposal below the size thresholds under which it presumes no material financial stability concerns: a target with less than $10 billion in total assets and a pro forma organization with less than $100 billion in total assets. The Board found the combined organization would not exhibit an organizational structure, complex interrelationships, or unique characteristics that would complicate its resolution in the event of financial distress, and determined that financial stability considerations are consistent with approval.

The approval is conditioned on Fleur’s compliance with all conditions imposed in the order and any commitments made to the Board in connection with the proposal, and on Fleur’s receipt of all required regulatory approvals. The proposal may not be consummated before the fifteenth calendar day after the order’s effective date or later than three months after that date, unless the period is extended for good cause by the Board or by the Federal Reserve Bank of Atlanta acting under delegated authority.

The order was signed by Michele Taylor Fennell, Associate Secretary of the Board. Voting for the action were Chairman Warsh, Vice Chair Jefferson, Vice Chair for Supervision Bowman, and Governors Powell, Waller, Cook, and Barr.