Disclosure FR Y-3N

INSTRUCTIONS FOR PREPARATION OF

Notification to Become a Bank Holding
Company and/or Acquire an Additional
Bank or Bank Holding Company
FR Y-3N

Who May Use This Form
This form should be used for notifications filed with
the Federal Reserve System (the “Federal Reserve”)
under:
• section 3(a)(5)(C) of the Bank Holding Company
Act of 1956, as amended (the “BHC Act”—
12 U.S.C. 1842) for one-bank holding company formations that qualify for the procedures in section 225.17 of the Board of Governors of the
Federal Reserve System’s (the Board’s) Regulation Y, and
• sections 3(a)(3) and 3(a)(5) of the BHC Act for
banking acquisitions by well-run bank holding companies that qualify for the procedures in section 225.14 of Regulation Y.
This form also should be used when a company or
other qualifying entity seeks to acquire 25 percent or
more of the total equity of a bank or bank holding
company, or otherwise to control a bank or bank holding company under the above procedures.
Form FR Y-3 should be used for applications filed
under section 3 of the BHC Act that qualify for the
procedures in section 225.15 of Regulation Y.

Preparation of Notification
A notificant should consult the Board’s Regulation Y
(12 CFR Part 225), a copy of which is available on the
Board’s public website or from any Reserve Bank.
Additional filing information is available on the
Board’s public website. A notificant may submit a prefiling before filing a formal notification.
Inquiries regarding the preparation and filing of notifications should be directed to the Reserve Bank of the
Federal Reserve district in which the head office of a

notificant or its sole or principal banking subsidiary
either will be or is currently located (i.e. where the
senior executives of the consolidated banking organization are located and overall strategic direction is
established) (the “appropriate Reserve Bank”). Notificants are encouraged to contact Federal Reserve staff
as soon as possible to discuss whether a notification is
appropriate for the proposed transaction.
The notification is to be filed by submitting the information requested in this form to the appropriate
Reserve Bank. Notificants are strongly encouraged to
submit their applications electronically through the
Federal Reserve System’s web-based application
E-Apps (www.federalreserve.gov/bankinforeg/
eapps.htm).1 Additional information on E-Apps may
be found on the Board’s public website.

Financial Holding Companies
If a notificant seeks to become a financial holding
company in connection with the proposed transaction,
it must submit the necessary written declaration as part
of the FR Y-3N filing. The declaration must conform
to section 4(l) of the BHC Act and Regulation Y (sections 225.81 and 225.82, as appropriate). However, the
streamlined procedures contemplated by this form are
generally not expected to be appropriate for a foreign
banking organization seeking to become a financial
holding company or an existing financial holding company seeking to acquire a depository institution that is
not well capitalized or well managed. A notificant
should contact the appropriate Reserve Bank and the
Board’s public website for further information.

1. The notification may alternatively be submitted in paper form.

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Filing Categories
(1) Notice Procedure for One-Bank Holding Company Formations—Proposals to form a bank
holding company to control a single bank that
meet all the criteria in section 225.17(a) of
Regulation Y may be consummated within
30 calendar days after providing a notice to the
appropriate Reserve Bank that contains all the
information described in section 225.17(b) of
Regulation Y, unless the appropriate Reserve
Bank or the Board has objected to the proposal
during the notice period. In such cases, the bank
holding company may file an application for
prior approval of the proposal under section 225.15 of Regulation Y.
(2) Expedited Action for Certain Bank Acquisitions
by Well-Run Bank Holding Companies—
Proposals by well-run bank holding companies
that meet all the requirements in section 225.14(c) of Regulation Y may acquire
additional banks or bank holding companies
under section 3 of the BHC Act by filing a
notice to the appropriate Reserve Bank that
contains all the information described in section 225.14(a)(1) of Regulation Y, unless the
appropriate Reserve Bank or the Board has
notified the acquiring bank holding company
that an application under another provision of
Regulation Y is required. The appropriate
Reserve Bank or the Board shall act on a proposal under section 225.14 of Regulation Y or
notify the bank holding company that an application is required under section 225.15 of Regulation Y within 5 business days after the close of
the public comment period. This notice procedure may not be used in certain circumstances,
including if certain financial parameters are
exceeded. See section 225.14(c) of Regulation Y.
In some cases, a bank holding company acquisition
may result in a person or group of persons acquiring
control of the bank holding company for purposes of
the Change in Bank Control Act (“CIBC Act”). In
such case, the requirements of the CIBC Act may be
fulfilled by providing, as part of the notice under section 225.14 of Regulation Y, information required
under paragraph (6)(A) of the CIBC Act (12 USC
§ 1817( j)(6)(A)) as well as any financial or other infor-

mation required by the Reserve Bank under section 225.43 of Regulation Y. A person or group of persons that chooses not to provide this information as
part of the notice procedure under section 225.14 of
Regulation Y must separately comply with the prior
notice requirements of the CIBC Act. In these cases,
separate compliance could affect the expedited processing time frame provided under section 225.14 of
Regulation Y.

Nonbanking Investments and Activities
Certain additional information is required if an existing bank holding company intends to acquire nonbanking operations, including a savings association or
other nonbank insured depository institution, in connection with the acquisition of an additional bank or
bank holding company. Any nonbanking investments
or activities that are to be acquired under the authority
of sections 4(c)(8) and 4(j) of the BHC Act require the
prior approval of the
Board and a companion FR Y-4 notification. (See section 225.28 of Regulation Y for a listing of permissible
nonbanking activities approved by regulation and section 225.24 of Regulation Y for the procedures to
engage in those nonbanking activities.) Any nonbanking operations that are to be acquired under other provisions within section 4 of the BHC Act and that do
not require the prior approval of the Board should be
identified separately with relevant authorities cited.
(See sections 225.22, 225.86 and 225.170 of Regulation Y for activities and investments that generally do
not require the prior approval of the Board. Engaging
in nonbanking acquisitions pursuant to expedited
action under section 225.23 is not appropriate.)

Publication Requirement
Proposals filed under the procedures for one-bank
holding company formations (section 225.17 of Regula
tion Y) described in Filing Category (1) do not require
public notice. All proposals filed under section 225.14
of Regulation Y described in Filing Category (2) must
be published in a newspaper of general circulation in
the community(ies) in which the head offices of the
notificant bank holding company, its largest subsidiary
bank, and each bank to be directly or indirectly
acquired is located (12 CFR 262.3(b)(1)(ii)(E)). The

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newspaper notice must provide an 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 notification is filed with the appropriate
Reserve Bank. The Board will publish notice of the
proposal in the Federal Register upon receipt of the
notification. On written request by a notificant, the
notice in the Federal Register may be published up to
15 calendar days before the notification is filed.
A notificant should consult with the appropriate
Reserve Bank or the Board’s public website for the
specific publication format used at that Reserve Bank.
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.
The following is a sample notice:
Notice of Notification for
(Acquisition of a Bank or Bank Holding Company by a
Bank Holding Company)
(Name and location of head offıce) intends to apply to
the Federal Reserve Board for permission to (acquire
abank,) (acquire/merge with another bank holding company,) (name and location of head offıce). We intend to
acquire control of (name of bank (and thrift, if any)
and location of head offıce). The Federal Reserve considers a number of factors in deciding whether to
approve the notification, including the record of performance of banks we own in helping to meet local
credit needs.
You are invited to submit comments in writing on this
,
notification 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 notification)
and may be somewhat longer. The Board’s procedures
for processing notifications may be found at 12 C.F.R.
Part 262. Procedures for processing protested notifications may be found at 12 C.F.R. 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 notification, 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

notification if they are received in writing by the
Reserve Bank on or before the last day of the comment
period.

Supporting Information
Please note that the Federal Reserve specifically
reserves the right to require the filing of additional
statements and information. If any information initially furnished in the notification changes significantly
during processing or prior to consummation, these
changes are to be communicated promptly to the
appropriate Reserve Bank.

Confidentiality
Under the provisions of the Freedom of Information
Act (the “FOIA”—5 U.S.C. 552), the notification is a
public document and available to the public upon
request. Once submitted, a notification becomes a
record of the Board and may be requested by any
member of the public. Board records generally must be
disclosed unless 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). A notificant may
request confidential treatment for any information
submitted in (or in connection with) its notification
that a notificant believes is exempt from disclosure
under the FOIA. For example, if a notificant 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 notification (or subsequent related submissions), and must
discuss in detail the justification for confidential treatment. Such justification must be provided for each portion of the notification (or related submissions) for
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which confidential treatment is requested. A notificant’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. A notificant must demonstrate that disclosure would fall
within the scope of one or more of the FOIA exemptions from disclosure.) A notificant must follow the
steps outlined immediately below, and certify in the
notification (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 notification (by reference to the
confidential section); (2) separately bound; and
(3) labeled “CONFIDENTIAL.”
With respect to notifications that include information
regarding an individual or individuals associated with
the proposed transaction, the Board expects a notificant 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 rel-

evant notification 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 regarded, and
will advise a notificant of any decision to make available to the public information labeled “CONFIDENTIAL.” However, it shall be understood that, without
prior notice to a notificant, the Board may disclose or
comment on any of the contents of the notification in
the Order or Statement issued by the Board in connection with its decision on the notification. The Board’s
staff normally will apprise a notificant in the course of
the review process that such information may need to
be disclosed in connection with the Board’s action on
the notification.
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.

Compliance
A notificant is expected to comply with all representations and commitments made in this notification. A
notificant should immediately contact the appropriate
Reserve Bank if there is any change in the proposal
prior to consummation.

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