Application to Become a Savings and Loan Holding Company or to Acquire a Savings Association or Savings and Loan Holding Company

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INSTRUCTIONS FOR PREPARATION OF

Application to Become a Savings and
Loan Holding Company or to acquire a
Savings Association or Savings and Loan
Holding Company (LL-10(e))
Who May Use This Form

Preparation of the Application

This form should be used for applications filed with the
Federal Reserve System (the ‘‘Federal Reserve’’) under
section l0(e) of Home Owners’ Loan Act
(“HOLA”), 12 U.S.C. 1461 et. seq.; and 12 CFR
238.11(a) through (e) that involve the formation of a
savings and loan holding company, acquisition of
control of a savings association, acquisition of savings
association or savings and loan holding company
securities if the acquisition results in the company’s
control of more than 5 percent of the outstanding shares
of any class of voting security of the savings association
or savings and loan holding company; acquisition of all
or substantially all of the assets of a savings association
or a savings and loan holding company; or merger of
savings and loan holding companies (unless exempt
under 12 CFR 238.12).

An applicant should consult the Board’s Regulation LL
(12 CFR Part 238), a copy of which is available on the
Board’s public website or from any Reserve Bank.
Additional filing information is also available on the
Board’s public website. 1An applicant may submit a prefiling before filing an application. 2

In some cases, a savings and loan holding company
acquisition may result in a person or group of persons
acquiring control of a savings and loan holding company
for purposes of the Change in Bank Control Act (‘‘CIBC
Act’’), 12 U.S.C. 1817(j). In such cases, the notice
requirements under the CIBC Act may be fulfilled by
providing, as part of the application under section 238.14
of Regulation LL, information required under
paragraph (6)(A) of the CIBC Act, 12 U.S.C.
1817(j)(6)(A), as well as any financial or other
information required by the Reserve Bank under section
238.31 of Regulation LL. A person or group of persons
that chooses not to provide this information as part of
the application under section 238.14 of Regulation LL
must separately comply with the prior notice
requirements of the CIBC Act.

1 See https://www.federalreserve.gov/supervisionreg/afi/slhcfilings.htm
FR Y-LL-10(e)
General Instructions

Inquiries regarding the preparation and filing of applications should be directed to the Reserve Bank of the
Federal Reserve district in which the company’s
banking operations are principally conducted, as
measured by total domestic deposits in its subsidiary
savings association on the date it became, or will
become, a savings and loan holding company (the
‘‘appropriate Reserve Bank’’). Applicants are encouraged to contact Federal Reserve staff as soon as possible
for assistance in identifying the specific type of information that should be provided in the application (particularly information related to convenience and needs or
competitive considerations, including management official interlocks subject to Regulation LL (12 CFR
Part 238, subpart J)) and to determine whether an
examination of the entity to be acquired will be
required in connection with the proposed transaction.
The application is to be filed by submitting the
information requested in this form to the appropriate

2 See SR letter 12-12 on the Board’s public website.
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General Instructions
Reserve Bank. Applicants are strongly encouraged to
submit their applications electronically through the
Federal Reserve System’s web-based application EApps. 3 Additional information on E-Apps may be found
on the Board’s public website. 4 Alternative formats to
this form, if used, must provide all requested
information. In order to be considered properly filed in
accordance with the requirements of HOLA, the
application must be substantially complete and
responsive to each item of information requested
(including an indication that the answer is ‘‘not
applicable’’ or ‘‘none’’ if such is the case).
The appropriate Reserve Bank will review the submitted
application to determine if it is substantially complete. If
the application is considered complete, an
acknowledgement letter will be sent indicating the date
that the application has been formally accepted for
processing. If not considered complete, the application
will be returned to the applicant. As necessary to
complete the record, a request for additional information
may be sent to the contact person named in the
application. Under certain circumstances, name check
and financial information related to individuals involved
in a proposed transaction may be required. Such
information for individuals should be submitted on the
Interagency Bio- graphical and Financial Report (FR
2081c; OMB No.7100-0134), and may be submitted in
advance of the application. Contact the appropriate
Reserve Bank for further information.
If any information initially furnished in the application
changes significantly during processing of the application, these changes should be communicated promptly
to the appropriate Reserve Bank.

Financial Holding Companies
If the applicant seeks to e n g a g e i n a c t i v i t i e s
p e r m i s s i b l e f o r a financial holding company (for
example, by indirectly acquiring an entity engaged in
such activities) it must submit the necessary written
declaration to be treated as a financial holding company
as part of the FR LL-10(e) filing. The declaration must
conform to the requirements in Subpart G of Regulation
LL. The applicant should contact the appropriate
Reserve Bank and visit the Board’s public website for
further information 6
If the applicant’s election to be treated as a financial
3 The application may alternatively be submitted in paper form.

holding company involves the acquisition of an entity that
is not well capitalized or well managed, the applicant
must contact the appropriate Reserve Bank regarding the
development and execution of a corrective agreement
acceptable to the Board. The agreement will outline
the actions to be taken by the applicant to address the
financial and/or managerial deficiencies and any
limitations on the activities of the applicant until those
deficiencies are satisfactorily addressed.
The applicant should publish a notice in a newspaper of
general circulation in the community(ies) in which the
head offices of the applicant, its largest subsidiary
savings association, and each savings association to be
directly or indirectly acquired are located. The
newspaper notice should provide opportunity for the
public to submit written comments on the proposal for at
least 30 calendar days after the date of publication, and
must be published no more than 15 calendar days
before and no later than 7 calendar days after the date
that the application is filed with the appropriate Reserve
Bank. The Board will publish notice of the proposal in
the Federal Register upon receipt of the application. On
written request by the applicant, the notice in the
Federal Register may be published up to no more than
15 calendar days before the application is filed.
The applicant should contact the appropriate Reserve
Bank or visit the Board’s public website for the
recommended publication format. A copy of the
newspaper notice publication must be provided to the
appropriate Reserve Bank, as required by Section 262.3(b)
of the Board’s Rules of Procedure (12 CFR 262.3(b)).
The following is a sample notice:
Notice of Application for (Formation of
Savings and Loan Holding Company) or
(Acquisition of a Savings Association or
Savings and Loan Holding Company by a
Savings and Loan Holding Company) or
(Merger of Savings and Loan Holding
Companies)
(Name and location of head offıce) intends to apply to the
Federal Reserve Board for permission to (form a
savings and loan holding company with respect to)
(acquire a savings association,) (acquire/merge with
another savings and loan holding company,) (name and
location of head offıce). We intend to acquire control of
(name of savings association and location of head
6 See https://www.federalreserve.gov/supervisionreg/afi/fhcfilings.htm

4 See https://www.federalreserve.gov/supervisionreg/afi/eapps_contacts.htm

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FR LL-10(e)]
General Instructions

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offıce; include name and location of savings association
or other nonbank insured depository institution, if any).
The Federal Reserve considers a number of factors in
deciding whether to approve the application, including
the record of performance of savings associations we
own in helping to meet local credit needs.
You are invited to submit comments in writing on this
application to the Federal Reserve Bank of (address of
appropriate Reserve Bank). The comment period will
not end before (date must be no less than 30 days from
the date of publication of the application) and may be
somewhat longer. The Board’s procedures for
processing applications may be found at 12 CFR Part
262. Procedures for processing protested applications
may be found at 12 CFR 262.25. To obtain a copy of the
Federal Reserve Board’s procedures, or if you need
more information about how to submit your comments
on the application, contact (name of Reserve Bank
contact and telephone number). The Federal Reserve
will consider your comments and any request for a
public meeting or formal hearing on the application if
they are received in writing by the Reserve Bank on or
before the last day of the comment period.

Confidentiality

(or subsequent related submissions), and must discuss in
detail the justification for confidential treatment. Such
justification must be provided for each portion of the
application (or related submissions) for which
confidential treatment is requested. Applicant’s reasons
for requesting confidentiality must specifically describe
the harm that would result from public release of the
information. A statement simply indicating that the
information would result in competitive harm or that it
is personal in nature is not sufficient. (A claim that
disclosure would violate the law or policy of a foreign
country is not, in and of itself, sufficient to exempt
information from disclosure. The applicant must
demonstrate that disclosure would fall within the scope
of one or more of the FOIA exemptions from
disclosure.) T h e a pplicant must follow the steps
outlined immediately below, and certify in the
application (or related submissions) that these steps
have been followed.
Information for which confidential treatment is requested
should be: (1) specifically identified in the public portion
of the application (by reference to the confidential section); (2) separately bound; and (3) labeled ‘‘CONFIDENTIAL.’’

Under the provisions of the Freedom of Information Act
(the ‘‘FOIA’’ – 5 U.S.C. 552), the application is a public
document and available to the public upon request.
Once submitted, an application becomes a record of the
Board and may be requested by any member of the
public. Board records generally must be disclosed
u n l e s s they are determined to fall, in whole or in part,
within the scope of one or more of the FOIA
exemptions from disclosure. See 5 U.S.C. 552(b)(l)-(9).
The exempt categories include (but are not limited to)
‘‘trade secrets and commercial or financial information
obtained from a person and privileged or
confidential’’ (exemption 4), and information that, if
disclosed, ‘‘would constitute a clearly unwarranted
invasion of personal privacy’’ (exemption 6). The
applicant may request confidential treatment for any
information submitted in (or in connection with) its
application that the applicant believes is exempt from
disclosure under the FOIA. For example, if the applicant
is of the opinion that disclosure of commercial or
financial information would likely result in substantial
harm to its competitive position or that of its subsidiaries,
or that disclosure of information of a personal nature
would result in a clearly unwarranted invasion of
personal privacy, confidential treatment of such
information may be requested.
The request for confidential treatment must be submitted
in writing concurrently with the filing of the application
FR LL-10(e)
General Instructions

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With respect to applications that include information
regarding an individual or individuals associated with
the proposed transaction, the Board expects the
applicant to certify that it has obtained the consent of
the individual(s) to public release of such information
prior to its submission to the Board or, in the absence
of such consent, to submit (or ensure that the
individual(s) submit(s)) a timely request for
confidential treatment of the information in
accordance with these instructions. Information
submitted directly by an individual or individuals will
become part of the relevant application record, and,
accordingly, will be a Board record subject to being
requested by any member of the public under FOIA.
The Federal Reserve will determine whether
information submitted as confidential will be so
t r e a t e d and will advise the applicant of any decision
to make available to the public information labeled
‘‘CONFIDENTIAL.’’ However, it shall be understood
that, without prior notice to the applicant, the Board
may disclose or comment on any of the contents of the
application in the Order or Statement issued by the
Board in connection with its decision on the
application. The Board’s staff normally will apprise
the applicant in the course of the review process that
such information may need to be disclosed in
connection with the Board’s action on the application.
For further information on the procedures for
requesting confidential treatment and the Board’s
procedures for addressing such requests, consult the
Board’s Rules Regarding Availability of Information,
12 CFR part 261, including 12 CFR 261.15, which
governs requests for confidential treatment.

Supporting Information

Compliance
The applicant is expected to comply with all
representations and commitments made in this
application. The applicant should immediately contact
the appropriate Reserve Bank if there is any change in
those representations or in compliance with the
commitments to determine whether additional action is
needed.

Requested Information
Proposed Transaction
1. Describe the purpose of the proposed
transaction. Identify any changes to the
business plan of the savings association/savings
and loan holding company to be acquired or the
resultant institution. Identify any new business
lines or activities.
2. Provide a detailed description of the proposed
transaction, including details of mergers or
other business combinations necessary to
effectuate the proposal/transaction, if
applicable.
3. Provide the following with respect to the
savings association/savings and loan holding
company to be acquired:
a. Total number of shares of each class of stock
outstanding;
b. Number of shares of each class now owned

The Federal Reserve specifically reserves the right to
require the filing of additional statements and
information. The questions in the application are not
intended to limit a n a pplicant’s presentation. T h e
a pplicant bears the full burden for presenting and
documenting a case that meets the statutory criteria
for approval. Supporting information for any or all
factors, setting forth the basis for t h e a pplicant’s
judgment, may accompany the application.

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FR LL-10(e)
General Instructions March 2011

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or under option by the applicant, 8 by
subsidiaries of the applicant, by principals of
the applicant, by trustees for the benefit of
the applicant, its subsidiaries, shareholders,
and employees as a class, or by an escrow
arrangement instituted by the applicant;
c. Number of shares of each class to be
acquired by cash purchase; the amount to be
paid, per share and in total; and the source of
funds to be applied to the purchase;
d. Number of shares of each class to be
acquired by exchange of stock, the exchange
ratio, and the number and description of
each class of the applicant’s shares to be
exchanged; and
e. A copy of the purchase, operating, or other
agreements associated with the proposed
transaction. Also, provide the expiration
dates of any contractual arrangement
between the parties involved in this
application and a brief description of any
unusual contractual terms, especially those
terms not disclosed elsewhere in the
application. Note any other circumstances
that might affect timing of the proposal.
f. Provide any planned dates of data
conversion.

5. If the proposed transaction involves the
acquisition of an unaffiliated banking operation,
describe briefly the due diligence review
conducted on the target operations by the
applicant. Indicate the scope of, and resources
committed to, the review, explain any
significant adverse findings, and describe the
corrective action(s) to be taken to address those
weaknesses.
5. Provide a list of all regulatory approvals and
filings required for the proposed transaction and
the status of each filing.
6. Provide a copy of any findings, orders,
approvals, denials or other documentation
regarding the proposed transaction issued by
any regulatory authority.
7. If the proposed transaction would result in an
organization other than a shell savings and loan
holding company with control of one savings
association, submit a pro forma organization
chart showing the applicant’s percentage of
ownership of all savings associations and
companies, both domestic and foreign, in which
it directly or indirectly will own or control more
than 5 percent of the outstanding voting shares.

Financial and Managerial Information
8. Provide the following financial statements:

4. If the proposed transaction is an acquisition of
assets and assumption of liabilities, indicate the
total price and the source of funds that the
applicant intends to use for the proposed
purchase, and discuss the effect of the
transaction on the operations of the applicant.

8 The term “principal” as used herein means any
individual, corporation, or other entity that (1) owns, or
controls, directly or indirectly, individually or as a
member of a group acting in concert, 10 percent or more
of any class of voting securities or other voting equity
interest of the entity; (2) is a director, trustee, partner, or
executive officer; or (3) with or without ownership
interest, participates, or has the authority to participate in
major policy-making functions, whether or not the
individual has an official title or is serving without
compensation. If the applicant believes that any such

FR LL-10(e)
General Instructions March 2011

a. For an applicant that is not or would not be
subject to consolidated capital standards
following consummation of the proposed
transaction 10 provide a parent company
balance sheet as of the end of the most
recent quarter, showing separately each
individual should not be regarded as a principal, the
applicant should so indicate and give reasons for such
opinion.
10 This type of applicant includes a company or
similar organization that on a pro forma basis would
qualify under the Board’s Small Bank Holding
Company and Savings and Loan Holding Company
Policy Statement, Appendix C to 12 CFR part 225 and
12 CFR 238.9

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principal group of assets, liabilities, and
capital accounts; debit and credit
adjustments (explained by detailed
footnotes) reflecting the proposed
transaction; and the resulting pro forma
balance sheet. The pro forma balance sheet
should reflect the adjustments required
under business combination and fair value
accounting standards; and
b. For an applicant that is or would be subject
to consolidated capital standards following
consummation of the proposed transaction, 11
provide parent company and consolidated
balance sheets as of the end of the most
recent quarter, showing separately each
principal group of assets, liabilities, and
capital accounts; debit and credit
adjustments (explained by detailed
footnotes) reflecting the proposed
transaction; and the resulting pro forma
balance sheets; and the financial information
provided should be prepared in accordance
with GAAP, and be in sufficient detail to
reflect any:
• Common equity and preferred stock;
• Other qualifying capital 12;
• Long- and short–term debt;
• Goodwill and all other types of intangible
assets; and
• Material changes between the date of the
balance sheet and the date of the
application (explained by footnotes).
c. Provide a detailed discussion of the
valuation of the target entity and any
anticipated goodwill and other intangible
assets. Also, discuss the application of fair
value and election to apply pushdown
accounting adjustments, as appropriate.
11 This type of applicant includes a company or
similar organization that on a pro forma basis would not
be subject to Board’s Small Bank Holding Company and

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9. For an Applicant that is or would be subject to
consolidated capital requirements under
Regulation Q (12 CFR part 217) following
consummation of the proposed transaction,
provide a breakdown of the organization’s
existing and pro forma risk-weighted assets as
of the end of the most recent quarter, showing
each principal group of on- and off-balance
sheet assets and the relevant risk-weight. Also,
identify the existing and pro forma components
of common equity tier 1, additional tier 1, and
tier 2 (if any) capital pursuant to the capital
adequacy regulations as of the end of the most
recent quarter, and provide calculations of the
applicant’s existing and pro forma common
equity tier 1 capital, tier 1 capital, total capital,
and leverage ratios, pursuant to the capital
adequacy regulations. If applicable, also provide
the applicant’s existing and pro forma
supplementary leverage ratio pursuant to the
capital adequacy regulations.
10. Provide for applicant and any other savings
association(s)/savings and loan holding
company(ies) that would result from the
proposal:
a. A description of any plans (in connection
with the proposed transaction, or otherwise)
to issue, incur, or assume additional
common equity, preferred stock, other
qualifying capital of debt. Specify the
amount, purpose, name, and location of the
issuer and/or lender; provide a copy of any
loan agreement, loan commitment letter
from the lender, or other underlying
agreement which provides the interest rate,
maturity, collateral, and proposed
amortization schedule; and discuss what
resources would be used to service any debt
or capital instruments arising from the
proposed transaction; and
Savings and Loan Holding Company Policy Statement.
12 Other qualifying capital includes, but is not limited
to, trust preferred securities.

FR LL-10(e)
General Instructions March 2011

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b. Cash flow projections under the following
limited circumstances:
(i) Provide cash flow projections for the
parent company for each of the next
three years, along with supporting
schedules for each material cash receipt
and disbursement for an applicant that is
or would be subject to consolidated
capital standards following
consummation of the proposed
transaction and that would incur or
assume any debt in the proposal such
that parent company long-term debt
would exceed 30 percent of parent
company equity capital. If the applicant
projects that dividends or other
payments from subsidiary savings
association(s) will be used to service
parent company debt and/or other
obligations, provide projections of
subsidiary savings association(s) assets,
earnings, and dividends, as well as
common equity tier 1, additional tier 1,
total capital, and leverage ratios
(including the supplementary leverage
ratio, if applicable) pursuant to the
capital adequacy regulations. (If the
combined assets of the subsidiary
savings associations exceed the asset
threshold of the Board’s Small Bank
Holding Company Policy Statement,
subsidiary savings association data may
be shown on an aggregate basis.);
(ii) For an applicant that is not or would not
be subject to consolidated capital
standards following consummation of
the proposed transaction and that would
incur or assume any debt or other
obligations in the proposal such that
parent company debt 13 would exceed 30
percent of parent company equity
capital, provide cash flow projections
for the parent company for each of the
next twelve years, along with supporting
schedules for each material cash receipt
and disbursement. These projections
13 Including any debt issued/incurred by nonbanking

FR LL-10(e)
General Instructions March 2011

must clearly demonstrate the ability of
the parent company to reduce the debt to
equity ratio to 30 percent or must take
into account the schedule of principal
reduction required by the parent
company’s creditor(s). Include
projections of subsidiary savings
association(s) assets, earnings,
dividends, and other payments to
affiliates, as well as common equity tier
1 capital, tier 1 capital, total capital, and
leverage ratios. Explain the methods and
assumptions utilized in the projections,
and support all assumptions, which
deviate from historical performance.
c. If the proposed transaction results in a
change in ownership of the company (e.g.,
due to an exchange of stock), provide a
current and pro forma shareholders list.
d. If the subject transaction will be funded in
whole, or in part, through the issuance of
additional stock instruments, describe the
current status of the stock raising efforts.
Provide copies of the prospectus, private
placement memorandum, and other
documents associated with the capital raise.
In addition, provide copies of any stock
commitments, subscription agreements, or
escrow account statements evidencing
capital raised. Before submitting a final
application, please contact the appropriate
Federal Reserve Bank to discuss the timing
considerations of the capital raising efforts
with regard to submission of the application.
11. For applications filed to establish a savings and
loan holding company, pursuant to Section
10(e)(1) of HOLA, 12 U.S.C. 1467a(e)(1),
provide for the applicant and savings
association a list of principals (including
changes or additions to this list to reflect
consummation of the transaction), providing
information with respect to each as follows:
a. Name and address (City and State/Country).
If the principal’s country of citizenship is
different from his or her country of
subsidiaries, such as trust preferred securities.

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General Instructions
recent quarter-end. Discuss any negative
trends in the financial statements.

residence, then state the country of
citizenship;
b. Title or positions with the applicant and the
savings association;
c. Number and percentage of each class of
shares of the applicant and the savings
association owned, controlled, or held with
power to vote by this individual; 14
d. Principal occupation if other than with the
applicant or the savings association; and
e. Percentage of direct or indirect ownership, if
such ownership represents 10 percent or
more of any class of shares, or positions held
in any other depository institution or
depository institution holding company. 15
Give the name and location of such other
depository institution or depository
institution holding company. (Information
that has been collected or updated within the
past 12 months may be submitted, unless the
applicant has reason to believe that such
information is incorrect.);
f. Interagency Biographical and Financial
Reports (IBFRs) are required for certain
individuals. Consult with the appropriate
Reserve Bank for guidance on who should
provide an IBFR. See SR 15-8 Name Check
Process for Domestic and International
Applications for more details; and
g. If the principal is a corporation or
partnership, provide financial statements
(balance sheets and income statements) for
the two most recent fiscal years and the most

14 Include shares owned, controlled or held with
power to vote by principal’s spouse, dependents, and
other immediate family members. Give record
ownership and, to the extent information is available,
beneficial ownership of shares held by trustees,
nominees, or in street names.
15 For purposes of this application, a ‘‘depository

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12. For applications resulting in the control of more
than 5 percent of the outstanding shares of any
class of voting security of the savings
association or savings and loan holding
company or a merger of savings and loan
holding companies, list any changes in
management or other principal relationships for
the applicant and any other savings
association(s)/savings and loan holding
company(ies) that would result from the
proposal. For any existing or proposed principal
of the applicant or savings association/savings
and loan holding company that is also a
principal of any other depository institution or
depository institution holding company, provide
the following information:
a.

Name, address, and title or position with the
applicant, the savings association/savings
and loan holding company, and any other
depository institution or depository
institution holding company (give the name
and location of the other depository
institution or depository institution holding
company);

b. Number and percentage of each class of
shares of the applicant and the savings
association/savings and loan holding
company owned, controlled, or held with
power to vote by this individual; 16
e.

Principal occupation if other than with the
applicant or the savings association/savings
and loan holding company;

institution’’ is defined as a commercial bank (including
a private bank),a savings bank, a savings association, a
trust company, a savings and loan association, a
homestead association, a cooperative bank, an industrial
bank, or a credit union.
16 As defined in footnote number 10.

FR LL-10(e)
General Instructions March 2011

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d. Percentage of direct or indirect ownership
held in the other depository institution or
depository institution holding company if
such ownership represents 10 percent or
more of any class of shares. (Information
that has been collected or updated within
the past 12 months may be submitted,
unless the applicant has reason to believe
that such information is incorrect.); and
e.

For any new (to the applicant) principal
shareholders, directors, or senior executive
officer, provide an IBFR including
completion of all required financial
information.

13. If the consolidated assets of the resulting
organization are less than the asset threshold of
the Board’s Small Bank Holding company and
Savings and Loan Holding Company Policy
Statement for each principal of the applicant
who either would retain personal indebtedness
or act as guarantor for any debt that was
incurred in the acquisition of shares of the
applicant or the savings association/savings and
loan holding company, provide the following:
a. Name of borrower and title, position, or
other designation that makes the borrower a
principal of applicant;
b. Amount of personal indebtedness to be
retained;
c. A description of the terms of the borrowing,
the name and location of the lender, and a
copy of any related loan agreement or loan
commitment letter from the lender
d. Statement of net worth as of a date within
three months of the applicant’s final filing of
the application. The statement of net worth
should be in sufficient detail to indicate each
principal group of assets and liabilities of the
reporting principal, and the basis for the
valuation of assets (provide supporting
documentation, as appropriate). In addition
to debts and liabilities, the reporting
principal should state on a separate schedule,
any endorsed, guaranteed, or otherwise
indirect or contingent liability for the

FR LL-10(e)
General Instructions March 2011

obligation of others; and
e. Statement of most current year’s income. In
addition to indicating each principal source
of annual income, the reporting principal
should list annual fixed obligations arising
from amortization and other debt servicing.
(If the most current year’s statement is not
representative of the future, the reporting
principal should submit a pro forma income
statement and discuss the significant
changes and the basis for those changes).
14. A discussion of the saving association’s
compliance with the Qualified Thrift Lender
(QTL) requirements in 12 U.S.C. §1467a(m)
and any anticipated failures. Disclose the
calculations used to determine the saving
association’s compliance with the QTL.
15. Describe any litigation or investigation by local,
state, or federal authorities involving the
applicant or any of its subsidiaries or the target
or any of its subsidiaries that is currently
pending or was resolved within the last two
years.

Competition
If the subject transaction is a savings and loan holding
company formation involving only one savings
association or an application filed to acquire a de novo
savings association, a response to items 15 and 16 is
not required. Otherwise, the applicant should contact
the appropriate Reserve Bank to determine whether a
response to items 15 and 16 will be necessary. If a
response is required, the applicant should contact the
appropriate Reserve Bank to obtain a preliminary
definition of the relevant banking markets involved in
the proposed transaction. If the applicant disagrees
with the Reserve Bank’s preliminary definition of the
banking market(s), it may, in addition to supplying the
information requested on the basis of the Reserve
Bank’s definition of the banking market(s), include its
own definition of the banking market(s), with
supporting data, and answer the questions based on its
definition. If additional analysis results in a change to
the preliminary market definition, the applicant will be
so informed.
16. Discuss the effects of the proposed transaction

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General Instructions
on competition within the market(s) affected by
the acquisition. Provide sufficient information
to support the permissibility of the
transaction(s) if the proposed transaction(s) may
substantially lessen competition or result in a
monopoly in the market(s) concerned. You
should provide a Herfindahl-Hirschman Index
calculation, both pre- and post- merger, in all
affected market areas. The applicant may be
required to provide additional information if
Federal Reserve staff determines that the
proposal exceeds existing competitive
guidelines. Also, if divestiture of all or any
portion of any insured depository institution
constitutes part of this proposal, discuss the
divestiture in detail, including the timing of
such divestiture.
17. If the proposal involves the acquisition of
business activities pursuant to section 10(c) of
HOLA, 12 U.S.C. 1467a(c), a separate filing
should be submitted in connection with the LL10(e) filing. At a minimum, the information
related to the business activities should include
the following:
a. A description of the proposed business
activity(ies);
b. Detailed discussion of and specific citations
to the authority(ies) under section 10(c) of
HOLA and the Board’s Regulation LL (12
CFR part 238) on which the applicant will
rely to engage in such business activities;
c. The name and location of the applicant’s and
the savings association’s direct or indirect
subsidiaries that engage in the proposed
activity(ies);
d. Identification of the geographic and product
markets in which competition would be
affected by the proposal;
e. A description of the effect of the proposal on
competition in the relevant markets; and
f. A list of major competitors in each affected

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market.
In addition, the applicant should identify any other
business activities to be acquired, with brief
descriptions of the activities provided.
18. In an application in which any principal of
applicant or the savings association/savings and
loan holding company is also a principal of any
other insured depository institution or
depository institution holding company, give
the name and location of each office of such
other institution that is located within the
relevant banking market of savings
association/savings and loan holding company,
and give the approximate road miles by the
most accessible and traveled route between
those offices and each of the offices of savings
association/savings and loan holding company.

Convenience and Needs
a. Summarize efforts undertaken or
contemplated by the applicant to ascertain
and address the needs of the community(ies)
to be served, including community outreach
activities, as a result of the proposal.
b. For the combining institutions, list any
significant anticipated changes in services or
products offered by the depository
subsidiary(ies) of the applicant or target that
would result from the consummation of the
transaction.
e. To the extent that any products or services of
the depository subsidiary(ies) of the
applicant or target would be offered in
replacement of any products or services to
be discontinued, indicate what these are and
how they would assist in meeting the
convenience and needs of the communities
affected by the transaction.
d. Discuss any enhancements in products or
services expected to result from the
transaction.

FR LL-10(e)
General Instructions March 2011

DRAFT
20. Describe how the applicant and resultant
institution, including its depository
subsidiary(ies), would assist in meeting the
existing and anticipated needs of its
community(ies) under the applicable criteria of
the Community Reinvestment Act (CRA), 12
U.S.C. 2901, and its implementing regulations,
including the needs of low- and moderateincome geographies and individuals. This
discussion should include, but not necessarily
be limited to, a description of the following:
a. The significant current and anticipated
programs, products, and activities, including
lending, investments, and services, as
appropriate, of the depository subsidiary(ies)
of the applicant and the resultant institution.
b. The anticipated CRA assessment areas of the
depository subsidiary(ies) of the resultant
institution. If assessment areas of the
depository subsidiary(ies) of the resultant
institution would not include any portion of
the current assessment area of that
subsidiary, describe the excluded areas.
c. The plans for administering the CRA
program for the depository subsidiary(ies) of
the resultant institution following the
transaction.

18 Please designate any branch consolidations as that
term is used in the Joint Policy Statement on Branch

FR LL-10(e)
General Instructions March 2011

d. For a subsidiary of the applicant or target
that has received a CRA composite rating of
‘‘needs to improve’’ or ‘‘substantial
noncompliance’’ institution-wide or, where
applicable, in a state or multi-state
Metropolitan Statistical Area (MSA), or has
received an evaluation of less than
satisfactory performance in an MSA or in
the non-MSA portion of a state in which the
applicant is expanding as a result of the
transaction, describe the specific actions, if
any, that have been taken to address the
deficiencies in the institution’s CRA
performance record since the rating.
21. List all offices of the depository subsidiary(ies)
of the applicant or target that (a) will be
established or retained as branches, including
the main office, of the target’s depository
subsidiary(ies), (b) are approved but unopened
branch(es) of the target’s depository
subsidiary(ies), including the date the current
federal and state agencies granted approval(s),
and (c) are existing branches that will be closed
or consolidated as a result of the proposal (to
the extent the information is available), and
indicate the effect on the branch customers
served. For each branch, list the popular name,
street address, city, county, state, and zip code,
specifying any that are in low- and moderateincome geographies. 18

Closings, [64 FR 34844 (June 29, 1999)].

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