Guidance on Specific Types of Filings

Updated August 12, 2016

Bank Holding Company
Acquisition or Merger
Application Waiver Request
Formation
Non-Bank Activities and Acquisitions
Stock Redemption
Change in: Control | Management
Commitment Relief Request
Federal Reserve Membership
Financial Holding Company Declaration
Foreign Bank Agency or Representative Office | Other International Applications
Savings & Loan Holding Company: ApplicationsOff-site link | Mutual Holding Company ApplicationsOff-site link
State Member Bank
Branch: Closing | Opening
Premises Investments
Transactions Involving Another Bank or Savings Association



Bank Holding Company Formation

Guiding Regulation: Regulation Y, See Sections 225.17 and 225.15

Forms:

  • FRY-3 or FRY-3N for companies organized in the U.S.
  • FRY-3F for companies organized under the laws of a foreign country
  • FR2081C (Interagency Biographical and Financial Report) for (i) controlling shareholders; (ii) top two decision makers; and (iii) shareholders who will own 10 percent or more of the applicant company. For a filing related to conversion of an SLHC to a BHC, FR2081C is required for (i) new controlling shareholders; (ii) new principal shareholders; and (iii) new director(s) and senior executive officer(s) not currently affiliated with the applicant company in similar ownership/management positions.
  • FR2081C is NOT required for filings under Section 225.17 of Regulation Y.

Publication: Filings under Section 225.17 of Regulation Y — no publication. Filings under Section 225.15 of Regulation Y require publication in the newspaper and Federal Register.

Number of Copies to Submit:

  • Final filing under Section 225.15 of Regulation Y - Original and 3 copies
  • Final filing under Section 225.17 of Regulation Y - Original and 2 copies

Justice Department Waiting Period: There is no post-approval waiting period for filings under Section 225.17 of Regulation Y. The United States Justice Department requires a 30-day post approval waiting period for applications filed under Section 225.15 of Regulation Y. In some cases, the Justice Department will shorten the waiting period to 15 days.

Miscellaneous Information: A proposal to form a bank holding company over a de novo bank is strengthened by the following commitment: "Applicant will not incur debt without the prior approval of the Federal Reserve." This commitment is routinely obtained from bank holding companies over de novo banks because a de novo bank has little or no historical record of satisfactory earnings to support debt servicing.

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Bank Holding Company—Banking Acquisition or Merger

Guiding Regulation: Regulation Y, See Sections 225.14 and 225.15


Forms:
  • FRY-3 or FRY-3N for companies organized in the U.S.
  • FRY-3F for companies organized under the laws of a foreign country
  • FR2081C (Interagency Biographical and Financial Reports) for (i) new controlling shareholders; (ii) new principal shareholders (ie., any shareholders who will own 10 percent or more of the applicant on a pro forma basis and currently hold less than10 percent); and (iii) proposed new directors and senior executive officers not currently affiliated with the applicant or target in similar management positions.

Publication: newspaper and Federal Register

Number of Copies to Submit: Final filing - Original and 3 copies

Justice Department Waiting Period: The United States Justice Department requires a 30-day post approval waiting period for applications filed under Section 225.14 or 225.15 of Regulation Y. In some cases, the Justice Department will shorten the waiting period to 15 days.

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Bank Holding Company—Non-Bank Activities and Acquisitions

Guiding Regulation: Regulation Y, See Subpart C

Form: FRY-4 for filings pursuant to section 225.23 or 225.24 of Regulation Y. No form is required for filings pursuant to section 225.22(a) of Regulation Y; the required information should be provided in a letter.

Publication: Requirements vary depending on proposed activity.

Number of Copies to Submit: Final filing - Original and 3 copies

Miscellaneous Information: Proposals to acquire thrifts or other nonbank insured depository institutions may be submitted following the procedures described in Section 225.14 of Regulation Y (Expedited action for certain bank acquisitions by well-run bank holding companies) if the proposal meets the criteria. Proposals that do not meet the criteria of Section 225.14 should be submitted using the procedures described in Section 225.24 (Procedures for other nonbank proposals).

If your proposal involves a joint venture, please refer to SR 96-39Off-site link.

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Bank Holding Company—Application Waiver Requests

Guiding Regulation: Regulation Y, See Section 225.12(d)(2)

Form: None. The required information should be provided in a letter along with a copy of the corresponding Bank Merger Act application.

Publication: None

Number of Copies to Submit: Final filing - Original and 2 copies

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Bank Holding Company—Stock Redemption

Guiding Regulation: Regulation Y, See Section 225.4(b)

Form: None. The required information should be provided in a letter.

Publication: None

Number of Copies to Submit: Final filing - Original and 2 copies

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Change in Management

Guiding Regulation: Regulation Y, See Subpart H or Regulation LL, See Subpart H

Forms: FR2081B and FR2081C

Publication: None

Number of Copies to Submit: Final filing - Original and 4 copies

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Change in Control

Guiding Regulation: Regulation Y, See Subpart E or Regulation LL, See Subpart D

Forms: FR2081A and C (FR2081C should be completed for all parties to the filing who will control 2 percent or more and any new top two decision makers)

Publication: newspaper and Federal Register
Note: If an acquiring party is a partnership, the public notice should include the name and location of the partnership and each of its general partners. If an acquiring party is a trust, the public notice should include the name and location of the trust and each of its trustees.

Number of Copies to Submit: Final filing - Original and 2 copies

Miscellaneous Information: The Change in Bank Control Act requires that the notificant furnish independent verification of sources of funds to be used in the transaction. Examples of independent documentation are bank letters verifying cash balances, copies of federal income tax returns to verify income, and appraisals and sale contracts for assets to be liquidated. If any portion of the funds for the acquisition will be borrowed, the cash flow projections requested in FR2081C (Interagency Biographical and Financial Report) should demonstrate the notificant's ability to service the proposed borrowings.

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Commitment Relief Request

Guiding Regulation: Varies depending on the nature of the commitment and the request

Forms: None - provide letter as described below

Publication: None

Number of Copies to Submit: Final filing - Original and 2 copies

Miscellaneous Information: The Federal Reserve's processing of an application frequently involves obtaining commitments from the applicant company or a principal shareholder. If an applicant company or a principal shareholder seeks to revise the commitment or to be released from the commitment, a request letter should be submitted to the Reserve Bank including detailed support for why the revision or release is appropriate.

Some commitments require that an applicant company or principal shareholder obtain Reserve Bank approval before taking specific action (such as before incurring debt). Requests for this type of approval also fall under the "commitment relief request" category. Companies that have an active commitment to not incur debt without the prior approval of the Reserve Bank should note that Trust Preferred Securities are considered "debt" for purposes of the commitment.

The following information should be included with any commitment relief request by an applicant company to incur debt.

  • The specific reason(s) for borrowing;
  • A letter from the lender including the terms of the loan;
  • A minimum 3-year debt reduction schedule showing that the BHC can service the debt without financially straining its subsidiary bank(s). If the debt repayment source involves bank dividends, the schedule should show that the bank(s) will remain well-capitalized during the debt repayment period;
  • Supporting documentation outlining the detailed assumptions used in developing the pro foma financial statements;
  • A parent company cash flow statement (3-years);
  • At least one alternate repayment source;
  • A discussion of the applicant company's risk management policies and practices regarding asset/liability management; and
  • Results of any rate shock analysis performed, along with the detailed assumptions used in each of the rate scenarios (variable rate instruments only).

If a company wishes to be released from a commitment to not incur debt, the request letter should include detailed information supporting approval of the request. At a minimum, the BHC and its subsidiary bank(s) should be in overall satisfactory financial condition, well-managed, well-capitalized, and have achieved profitability. The Reserve Bank typically will not release a BHC from a commitment to not incur debt until the BHC's subsidiary bank has been in operation for 5 years and is in overall satisfactory financial condition.

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Memberships

Guiding Regulation: Regulation H, Subpart A

Forms:

  • FR2083 (Section I for de novo banks, Section II for currently operating banks, and Section III for newly formed, non-operating "shell" banks formed to facilitate the acquisition of an existing bank)
  • FR 2083A or B (depending on charter type)
  • FR 2083C
  • FR2081C (Interagency Biographical and Financial Reports) for all organizers, directors and principal shareholders if the applicant bank is a de novo institution. If the proposal involves a conversion of a currently operating bank, FR2081C is required for (i) new principal shareholders (ie., any shareholders who will own 10 percent or more on a pro forma basis and currently hold less than10 percent); and (ii) proposed new director(s) and senior executive officer(s) not currently serving with the applicant in similar management positions.

Publication: None

Number of Copies to Submit: Final filing - Original and 2 copies

Miscellaneous Information:

De Novo Banks:
Before filing the application, the organizers should contact the Reserve Bank to schedule a pre-filing meeting. All of the organizers and the president or chief executive officer (if identified) must attend the pre-filing meeting. At this meeting, the organizers will present their plans and ideas for the bank, and representatives of the Reserve Bank will identify any potential problems and issues with the proposal.

Currently Operating Banks: Before filing the application with the Reserve Bank, please contact Assistant Vice President Trey Wheeler at (404) 498-7152, Assistant Vice President Allen Stanley at (404) 498-7274, or Assistant Vice President Carolyn Healy at (305) 597-6820, so that we may determine if an examination of the bank will be required.

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Financial Holding Company Declaration

Guiding Regulation: Regulation Y, Subpart I

Form: Specific languageOff-site link to use.

Publication: None

Number of Copies to Submit: Original and 2 copies

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State Member Bank Merger, Consolidation, or Acquisition of Assets or Assumption of Liabilities of Another Bank or Savings Association

Guiding Regulation: No Federal Reserve Regulation, see 12 USC 1828(c) , 1815(d)(2), or 1815(d)(3)

Form:

  • FR 2070
  • FR2081C (Interagency Biographical and Financial Reports) for new directors and senior executive officers of the applicant bank

Publication: newspaper

Number of Copies to Submit: Final filing - Original and 2 copies

Justice Department Waiting Period: The United States Justice Department requires a 30-day post approval waiting period for Bank Merger Act applications. In some cases, the Justice Department will shorten the waiting period to 15 days.

Pre-Merger Examination: Before filing the application with the Reserve Bank, please contact Assistant Vice President Trey Wheeler at (404) 498-7152, Assistant Vice President Allen Stanley at (404) 498-7274, or Assistant Vice President Carolyn Healy at (305) 597-6820 so that we may determine if a pre-merger examination of the target bank will be required.

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State Member Bank Premises Investments

Guiding Regulation: Regulation H, Section 208.21

Form: None - provide letter as described below

Publication: None

Number of Copies to Submit: Final filing - Original and 2 copies

Provide the following information:

  1. The currently authorized limit for premises investments;
  2. The additional amount being requested above the bank's currently authorized limit;
  3. The purpose of the additional investment, e.g. renovation, construction of a new branch, purchase of land for future expansion, etc.;
  4. A current balance sheet of the bank that shows a detailed breakdown of fixed assets by account; i.e. the amounts in land, building, leasehold improvements, capitalized leases, and furniture and equipment;
  5. A description of how the additional investment will be funded;
  6. A copy of any new debt agreement if debt will be incurred or existing debt renegotiated in connection with the additional investment;
  7. A copy of any lease associated with the request;
  8. Fair market value comparisons of the property if a lease is involved; and
  9. A detailed, separate schedule for all existing premises-related indebtedness of the bank, including any loans made by the bank that relate to its own premises.

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State Member Bank Branch Opening

Guiding Regulation: Regulation H, Section 208.6

Form: None - provide letter as described below

Publication: Newspaper

Number of Copies to Submit: Final filing - Original and 2 copies

Automated teller machines are not considered branches and do not require prior approval.

If certain criteria are met, a branch application may consist of a copy of the newspaper notice(s) and the affidavit(s) of publication. The application must be received by the Reserve Bank within seven days of publication. If the publisher's affidavit(s) is not available within that timeframe, it may be forwarded as soon as it becomes available. In this case, the final application would include the full newspaper page(s) that the notice appeared on including evidence of the date of publication and a statement that the affidavit of publication will be provided as soon as possible.

In order to qualify for the simplified application process, the applicant bank must meet the following criteria:

  1. Be in satisfactory financial condition as evidenced by a CAMELS composite rating of 1 or 2;
  2. Be well-capitalized;
  3. Have a satisfactory record of performance under the Community Reinvestment Act;
  4. Have satisfactory compliance with laws and regulations;
  5. Be in compliance with any supervisory directives; and
  6. The proposal will not cause the bank's aggregate investment in fixed assets to exceed the limitations under Section 24A of the Federal Reserve Act.

Banks that do not meet the criteria for this simplified procedure will be required to file a more detailed application to establish a branch. Since the Board of Governors discourages any type of expansion by banks in less than satisfactory condition, it is expected that such situations will be unusual. Please consult with the Reserve Bank for further guidance.

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State Member Bank Branch Closing Information

Guiding Regulation: Interagency Policy Statement on Branch ClosingsOff-site link.

Form: None - provide letter as described below

Publication: None

Number of Copies to Submit: Original and 3 copies

Under Section 228 of the Federal Deposit Insurance Corporation Improvement Act of 1991, depository institutions must give notice to the appropriate federal banking agency at least 90 days prior to closing a branch office. This notice must include:

  1. Identification of the branch to be closed;
  2. The proposed date of the closing;
  3. A detailed explanation of the reasons for the closing;
  4. Statistical or other information that supports the decision to close the branch consistent with the bank's written policy for branch closings;
  5. A copy of the notice sent to the branch customers advising them of the branch closing, dated at least 90 days prior to the date of the closing; and
  6. A statement that the branch intends to post a notice of the closing in a conspicuous manner on its premises for at least 30 days prior to the closing.

Notes:

  • Insured institutions are mandated to adopt policies for closure of branches under Section 228.
  • Items 1-6 are NOT required for branch relocations. The Reserve Bank has designated a "relocation" as a move that involves a maximum distance of less than 1 mile between old and new locations. Please advise us by letter of the date of the relocation, and include a statement that the distance between the old and new locations is not more than 1 mile.
  • Interstate banks should refer to the Interagency Policy Statement on Branch Closings for additional guidelines with respect to branches located in low- to moderate-income areas.

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Foreign Bank Agency or Representative Office

Guiding Regulation: Regulation K

Forms:

  • FRK-2
  • FFR 2081C (Interagency Biographical and Financial Report): If applying for an agency or branch, provide the FR2081C for: (i) the top two decision makers of the applicant (financial data may be omitted); (ii) any individuals in the upstream chain of ownership who own or control, directly or indirectly, 10 percent or more of the voting shares of the foreign bank; and (iii) the proposed manager of the U.S. office. If applying for a representative officer, provide the FR2081C for: (i) the top decision maker of the applicant (financial data may be omitted); (ii) any individuals in the upstream chain of ownership who own or control, directly or indirectly, 10 percent or more of the voting shares of the foreign bank; and (iii) the proposed manager of the U.S. office.
  • Also include a copy of the application for charter of the agency or representative office filed with either the State Banking Authority or the Comptroller of the Currency.

Publication: newspaper

Number of Copies to Submit: Original and 2 copies

Relevant documents from the Board of Governors:

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Other International Applications

Guiding Regulation: Regulation K

Form: FRK-1

Publication: Requirements vary depending on filing

Number of Copies to Submit: Original and 2 copies

Proposals to establish a foreign bank-owned Edge Corporation should include the following additional information:

  1. Peer group information—if available, please provide comparative statistics for major home country banks such as total assets, equity, earnings, and relevant ratios. Typically, this information might be prepared by an independent bank analyst.
  2. Lines of credit available from banks outside the home country advised, committed, utilized. Who knows you best in the U.S.?
  3. Approvals necessary from home country banking authorities and status.
  4. A statement as to the applying bank's ability to provide capital and other financial support to the Edge beyond initial capitalization.
  5. Summarize the ownership of the applying bank; identify affiliated organizations. Provide an organization chart showing principal relationships.
  6. To what degree is it anticipated that the Edge's risk assets will entail home country risk?
  7. Summarize home country exchange controls.
  8. Describe home country bank supervision. Are on-site examinations performed? Summarize prudential limitations.
  9. To what extent are U.S. banks permitted entry into the home country?

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