Disclosure

DRAFT

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
FR LL-10(e)
Who May Use This Form
This form should must be used for applications filed
with theFederal Reserve System (the “Federal
Reserve”) undersection l0(e) of Home Owners’ Loan
Act (“HOLA”), 12 U.S.C. 1461 et. seq.; and 12 CFR
238.11(a) through
(fe) 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). [For a transaction involving a
reorganization of a newly-formed company under 12
CFR 238.12(a)(2), the firm shouldmust only provide the
requested information under the Proposed Transaction
and Financial and Managerial Information sections
(questions 1-16) in these instructions. No publication is
required for a filing under 12 CFR 238.12(a)(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

on the Board’s public website or from any Reserve
Bank. Additional filing information is also available on
the Board’s public website.1 An applicant may submit
a pre-filing before filing an application.2
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 must be provided in the application
(particularly information related to convenience and
needs or com-petitive considerations, including
management officialinterlocks 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 connec- tion with the proposed
transaction.
The application is to be filed by submitting the information requested in this form to the appropriate
Reserve Bank. Applicants are strongly encouraged to
submit their applications electronically through the
Federal Reserve System’s web-based application
E-Apps.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 appli-

must separately comply with the prior notice requirements of the CIBC Act.

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1. See https://www.federalreserve.gov/supervisionreg/afi/
slhcfilings.htm

Preparation of the Application
An applicant should consult the Board’s Regulation LL (12 CFR Part 238), a copy of which is available

2. See SR letter 12-12 on the Board’s public website.
3. The application may alternatively be submitted in paper form.
4. See https://www.federalreserve.gov/supervisionreg/afi/eapps_
contacts.htm

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cation 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).

address the financial and/or managerial deficiencies
and any limitations on the activities of the applicant
until those deficiencies are satisfactorily addressed.

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 must be submitted on
the Interagency Biographical 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.

Publication Requirement

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 engage in activities permissible
for 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.5
If the applicant’s election to be treated as a financial
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
5. See https://www.federalreserve.gov/supervisionreg/afi/
fhcfilings.htm

The applicant should must 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 bedirectly or indirectly
acquired are located. The newspa-per notice should
must 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 isfiled.
The applicant should must contact the appropriate
ReserveBank or visit the Board’s public website for the
recom-mended publication format. A copy of the
newspapernotice 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
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

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General Instructions

the record of performance of savings associations we
own in helping to meet local credit needs.

sonal privacy, confidential treatment of such information may be requested.

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.

The request for confidential treatment must be submitted in writing concurrently with the filing of the application (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.)
The applicant must follow the steps outlined immediately below, and certify in the application (or related
submissions) that these steps have been followed.

Confidentiality
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
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). 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 per-

Information for which confidential treatment is
requested should must be: (1) specifically identified in
the public portion of the application (by reference to
theconfidential section); (2) separately bound; and
(3) labeled “CONFIDENTIAL.”
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 treated 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

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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.

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
or under option by the applicant,6 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.

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 261.175, which governs requests
for confidential treatment.

Supporting Information
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 an applicant’s presentation. The
applicant 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 the applicant’s judgment, may accompany the application.

Compliance
The applicant is expected to comply with all representations and commitments made in this application.
The applicant should must immediately contact the
appro- priate Reserve Bank if there is any change in
those rep- resentations or in compliance with the
commitments todetermine whether additional action is
needed.

4. If the proposed transaction is an acquisition of
assets and assumption of liabilities, indicate the

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

6. 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 individual should not be regarded as a
principal, the applicant should must so indicate and give reasons for
such opinion.

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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.

pro forma balance sheet. The pro forma balance sheet should must 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,8
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 must be
prepared in accordance with GAAP, and be
in sufficientdetail to reflect any:

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.
6. Provide a list of all regulatory approvals and filings required for the proposed transaction and
the status of each filing.
7. Provide a copy of any findings, orders, approvals, denials or other documentation regarding
the proposed transaction issued by any regulatory authority.

• Common equity and preferred stock;
• Other qualifying capital9;

8. 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.

• 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.

Financial and Managerial Information
Note: Where the subsidiary or target bankssavings
associations have elected to utilize the Community Bank
Leverage Ratio Fframework, applicants are not required to
identify risk-weighted assets or provide risk-weighted capital
ratios where requested.

9. Provide the following financial statements:
a. For an applicant that is not or would not be
subject to consolidated capital standards following consummation of the proposed
transaction7 provide a parent company balance sheet as of the end of the most recent
quarter, showing separately each principal
group of assets, liabilities, and capital
accounts; debit and credit adjustments

10. 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

(explained by detailed footnotes) reflecting

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the proposed transaction; and the resulting
7. 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

8. 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 Savings and Loan Holding Company Policy
Statement.
9. Other qualifying capital includes, but is not limited to, trust preferred securities.

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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.

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), or
Community Bank Leverage Ratio,
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.);

11. 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
b. Cash flow projections under the following
limited circumstances:

(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 debt10 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 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, or Community Bank Leverage
Ratio, as appropriate. Explain the
methods and assumptions utilized in
the projections,and support all
assumptions, which deviate from
historical performance.

(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

10. Including any debt issued/incurred by nonbanking subsidiaries,
such as trust preferred securities.

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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.
12. 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 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;11
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

11. 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.

in any other depository institution or depository institution holding company.12 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
must provide an IBFR. See SR 15-8 Name
CheckProcess 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 recent
quarter-end. Discuss any negative trends in
the financial statements.
13. 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
12. For purposes of this application, a “depository 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.

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b.

c.

d.

e.

location of the other depository institution
or depository institution holding company);
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;13
Principal occupation if other than with the
applicant or the savings association/savings
and loan holding company;
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
For any new (to the applicant) principal
shareholders, directors, or senior executive
officer, provide an IBFR including completion of all required financial information.

14. 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 must be in sufficient detail to indicate
each
13. As defined in footnote number 10.

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 must state on a separate schedule,
any endorsed, guaranteed, or otherwise
indirect or contingent liability for the
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 must 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 must submit a
pro forma income statement and discuss the
significant changesand the basis for those
changes).
15. 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.
16. 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

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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.
17. Discuss the effects of the proposed transaction
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 must 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.
18. 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 must be submitted in connection with
the
LL-10(e) filing. At a minimum, the information
related to the business activities should must
includethe 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
market.

In addition, the applicant should must identify any
other business activities to be acquired, with brief
descrip-tions of the activities provided.
19. 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
20. Describe how the proposal would assist in meeting the convenience and needs of the community(ies) to be served, including, but not limited to,
the following:
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.
c. 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.
21. Describe how the applicant and resultant institution, including its depository subsidiary(ies),

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General Instructions

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 lowand moderate-income geographies and individuals. This discussion should must include, but
not nec-essarily 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.
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.
22. 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 moderate-income
geographies.14

14. Please designate any branch consolidations as that term is used
in the Joint Policy Statement on Branch Closings, [64
FR 34844 (June 29, 1999)].

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