Reporting FR Y-3 Existing BHCs

INSTRUCTIONS FOR PREPARATION OF

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

Who May Use This Form
This form should be used for applications filed with the
Federal Reserve System (the “Federal Reserve”) under
section 3 of the Bank Holding Company Act of 1956,
as amended (the “BHC Act” — 12 U.S.C. 1842)
including applications filed under:

• section 3(a)(5)(C) of the BHC Act that qualify for
the procedures in section 225.17 of Regulation Y, and
• sections 3(a)(3) and 3(a)(5) of the BHC Act that
qualify for the procedures in section 225.14 of Regulation Y.

DRAFT

• section 3(a)(3) of the BHC Act by an existing bank
holding company to acquire shares of a bank or
bank holding company, if after such acquisition the
applicant bank holding company would own 5 percent or more of the outstanding shares of any class
of voting securities of the bank or bank holding
company; and

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 cases, the qualifications for a regulatory exemption from the notice requirements of the CIBC Act
may be fulfilled by providing, as part of the application
under section 225.15 of Regulation Y, 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 225.43 of Regulation Y. A person or group of
persons that chooses not to provide this information as
part of the application under section 225.15 of Regulation Y must separately comply with the prior notice
requirements of the CIBC Act.

• section 3(a)(5) of the BHC Act for the merger or
consolidation of bank holding companies.

Preparation of Application

• section 3(a)(1) of the BHC Act by any United States
corporation, partnership, business trust, association,
any other trust that does not terminate within
twenty-five years (or within twenty-one years and
ten months after the death of individuals living on
the effective date of the trust), or similar organization that seeks to become a bank holding company
with respect to one or more banks;

This form also should be used by a bank holding company or other company (as defined in section (2)(b) of
the BHC Act — 12 U.S.C. 1841(b)) that seeks to
acquire 25 percent or more of the total equity of a
bank or bank holding company, or seeks to take other
actions that would result in control of a bank or bank
holding company. This form should be used only for
those filings that qualify for the procedures in section 225.15 of the Board of Governors of the Federal
Reserve System’s (the “Board’s”) Regulation Y.
Form FR Y-3N should be used for notifications filed
under:
FR Y-3

An applicant 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 also available on the
Board’s public website. An applicant may submit a
pre-filing before filing a formal application.1
Inquiries regarding the preparation and filing of applications should be directed to the Reserve Bank of the
Federal Reserve district in which the head office of the
applicant or its sole or principal banking subsidiary
1. See SR letter 12-12 on the Board’s public website.

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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”). 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 L (12 CFR Part 212)) and to determine
whether an examination of the bank(s) to be acquired
will be required in connection with the proposed
transaction.

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 become a financial holding
company in connection with the proposed transaction,
it must submit the necessary written declaration as part
of the FR Y-3 filing. The declaration must conform to
section 4(l) of the BHC Act and Regulation Y (sections
225.81 and 225.82, as appropriate). The applicant
should contact the appropriate Reserve Bank and or
go to the Board’s public website for further
information.

DRAFT

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 (www.federalreserve.gov/bankinforeg/
eapps.htm)FedEZFile.2 Additional information on
FedEZFile may be found on the B on the Board's
public website. Alternative formats to this form, if
used, must provide all requested information. In order
to be considered prop- erly filed in accordance with
the requirements of the BHC Act, the application
must be substantially com- plete 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 requests 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 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.
2. The application may alternatively be submitted in paper form.

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If the applicant is a financial holding company that is
seeking to acquire a depository institution that is not
well capitalized or well managed, the applicant must
contact the appropriate Reserve Bank regarding the
development and execution of an agreement under
section 4(m) of the BHC Act acceptable to the Board.
The agreement will outline the actions to be taken by
the applicant to address the financial and/or managerial deficiencies of the depository institution, and any
limitations on the activities of the applicant until those
deficiencies are satisfactorily addressed.

Foreign Organizations
If the applicant is organized under the laws of a foreign
country and is seeking to acquire a United States bank
or bank holding company, the applicant must complete
the form FR Y-3F (OMB No. 7100-0119, Application
for a Foreign Organization to Acquire a U.S. Bank or
Bank Holding Company) instead of this form.

Nonbanking Investments and Activities
Certain additional information is required if the applicant intends to acquire nonbanking operations, including a savings association or other nonbank insured
depository institution, in connection with the proposed transaction. 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
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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 of Regulation Y is not appropriate.)

Publication Requirement

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 C.F.R.
Part 262. Procedures for processing protested applications 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 application, contact (name of

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Reserve Bank contact and telephone number). The
Fed- eral 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.

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DRAFT

For applications filed pursuant to section 3 of the
BHC Act, the applicant should publish a notice in a
newspaper of general circulation in the community(ies)
in which the head offices of the applicant bank holding
company, its largest subsidiary bank, and each bank to
be directly or indirectly acquired is 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 up to 15 calendar days before the
application is filed.
The applicant 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 Application for
(Formation of Bank Holding Company) or
(Acquisition of a Bank or
Bank Holding Company by a Bank Holding Company)
or
(Merger of Bank Holding Companies)
FR Y-3

(Name and location of head office) intends to apply to
the Federal Reserve Board for permission to (form a
bank holding company with respect to) (acquire a
bank,) (acquire/merge with another bank holding company,) (name and location of head office).We intend to
acquire control of (name of bank and location of head
office; 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 banks we own in helping
to meet local credit needs.

Confidentiality
Under the provisions of the Freedom of Information
Act (“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
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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 (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. The 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.

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 regarded, 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.

DRAFT

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.”
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
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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 261.17, which governs requests
for confidential treatment.

Newly-Chartered or Converting Bank

If a proposed new operating bank or a charter conversion is involved, the applicant should contact the
appropriate Reserve Bank before the review process for
the charter application of the new or converting bank
(and the review process for any related deposit insurance application) begins to determine the appropriate
time(s) when the related Federal Reserve application(s) should be filed, and to discuss the informational
requirements for the specific proposal. Applicants are
encouraged to remain in contact with the appropriate
Reserve Bank during the review process of all the relevant applications.

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 to demonstrate that it meets the
statutory criteria for approval. Supporting information
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General Instructions

for any or all factors, setting forth the basis for the
applicant’s judgment to this effect, may accompany the
application.

Compliance

3.4. If the proposed transaction is an acquisition
The applicant is expected to comply with all representations and commitments made in this application. If
the proposed transaction is an acquisition, the applicant
should immediately contact the appropriate Reserve
Bank if there is any change in the pro- posal prior to
consummation.

Requested Information
Proposed Transaction

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, by subsidiaries of the applicant, by principals of the
applicant,3 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 ration,
and the number and description of each class
of the applican t’s shares to be exchanged;
and
e. A copy of the purchase, operating,
shareholder, trust 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.

DRAFT

1. Describe the transaction’s purpose. Identify any
changes to the business plan of the Bank/Bank
Holding Company to be acquired or the Resultant Institution. Identify any new business lines.

1.2.
Provide a copy of the Applicant’s
integration plan to merge the operations of the
combined organization. The integration plan
should specify how risk management systems,
operational processes, products and services, and
other functions/processes of the Applicant and
Target companies would be combined to achieve
the strategic, financial, and operational goals of
the proposed transaction. The plan should
delineate the expected timeline to complete the
integration process, focusing on core system
conversions, and should identify the integration
plan leadership and/or key personnel responsible
for monitoring and completing the principal
elements of the plan. As appropriate, the plan
should specify completion dates for key elements
of the integration plans.
2.3.
Provide the following with respect to
the Bank/Bank Holding Company to be
acquired:
3. 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 so indicate and give reasons for
such opinion.

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General Instructions

3.4. 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.

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4.5. If the proposed transaction involves the
acquisi- tion of an unaffiliated banking operation
or otherwise represents a change in ownership of
established banking operations, 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.

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DRAFT

5.6. Provide a list of all regulatory approvals and filings required for the proposed transaction and
the status of each filing.
6.7. Provide a copy of any findings, orders,
approv- als, denials or other documentation
regarding the proposed transaction issued by
any regula- tory authority.

7.8. For applications filed pursuant to section 3(a)(1) of the BHC Act, if the proposed
transaction would result in an organization other
than a shell one-bank holding company, submit a
pro forma organization chart showing the
applicant’s percentage of ownership of all banks
and companies, both domestic and for- eign, in
which it directly or indirectly will own or control
more than 5 percent of the outstanding voting
shares.

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General Instructions

Financial and Managerial Information

• Long and short–term debt;

Note: Where the subsidiary or target banks have
elected to utilize the Community Bank Leverage
Framework, applicants are not required to identify
risk-weighted assets or provide risk-weighted capital
ratios where requested.

• Goodwill and all other types of intangible
assets;

8.9.

a. For an applicant that is not or would not
be subject to consolidated capital standards
fol- lowing consummation of the proposed
transaction,4 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
(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;
b. For an applicant that is or would be subject
to consolidated capital standards following
consummation of the proposed transaction,5
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

• Material changes between the date of the
balance sheet and the date of the application (explained by footnotes).
c. Provide a broad discussion on the valuation
of the target entity and any anticipated
goodwill and other intangible assets. Also
discuss the application of fair value and any
election to apply push-down accounting
adjustments, as appropriate.
d. For an applicant regardless of whether it is
subject to consolidated capital standards or
not, provide a breakdown of the pro forma
equity of the applicant by dollar amount,
number of shares and class of stock, as
appropriate, including voting and non-voting
shares of the applicant.

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DRAFT

the financial information provided should be
prepared in accordance with GAAP, and be
in sufficient detail to reflect any:
•a.
Common equity and preferred
stock;
•b.

Other qualifying capital;6

4. This type of applicant includes a company or similar organization
that on a pro forma basis would be subject to the Board’s Small Bank
Holding Company Policy Statement.
5. 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 Policy Statement.
6. Other qualifying capital includes, but is not limited to, trust preferred securities.

FR Y-3

9.10. 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
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 capital pursuant to the capital adequacy regulations as of the
end of the most recent quarter, and provide calculations of 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.

10.11. Provide for the applicant and any other
Bank(s)/Bank 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, and/or debt. Specify the amount, purGEN-7

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General Instructions
pose, name and location of the issuer and/
or lender; provide a copy of any loan
agree- ment, loan commitment letter from
the lender, or other underlying agreement
which provides the interest rate, maturity,
collateral,

DRAFT
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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:
(i) 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 longterm debt would exceed 30 percent of
parent company equity capital, 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. If an applicant projects
that dividends or other payments from
subsidiary banks will be used to service
parent company debt and/or other
obligations, provide projections of
subsidiary bank(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 banks exceed
the asset threshold of the Board's
Small Bank Holding Company Policy
Statement, subsidiary bank data may
be shown on an aggregate basis.

jections 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 less within twelve
years of consummation and must take
into account the schedule of principal
reduction required by the parent company’s creditor(s). Include projections
of subsidiary bank(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
that deviate from his- torical
performance.
If the proposed transaction results in a
change in ownership of the company (e.g.,
due to an exchange of stock), pProvide a
cur- rent and pro forma shareholders list of
the ownership of applicant..
c. For the current and pro forma shareholders of
the applicant identify those shareholders who
are, or would be, presumed to be acting in
concert pursuant to 12 CFR Section
225.41(d).
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 Reserve Bank
to discuss the timing considerations of the
capital raising efforts with regard to submission of the application.

DRAFT

(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 debt7 would
exceed 30 percent of parent company
equity capital, provide cash flow pro7. Including any debt issued/incurred by nonbanking subsidiaries,
such as trust preferred securities.

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11.12.

For applications filed pursuant to secGEN-9

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General Instructions

tion 3(a)(1) of the BHC Act, provide for the
applicant and the Bank 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:

DRAFT
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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
Bank;
c. Number and percentage of each class of
shares of the applicant and the Bank owned,
controlled, or held with power to vote by this
individual;8
d. Principal occupation if other than with the
applicant or the Bank;
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.9 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 detailsand SR 20-20
Updated Fingerprinting Process Related to
Applications Reviewed by the Federal
Reserve 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.

DRAFT
Formatted: Font: 10.5 pt

12.13.
For applications filed pursuant to
sections 3(a)(3) or 3(a)(5) of the BHC
Act, list any

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8. 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.
9. For purposes of this application, a “depository institution” is
defined as a commercial bank (including a private bank), a savings
bank, a trust company, a savings and loan association, a homestead
association, a cooperative bank, an industrial bank, or a credit union.

FR Y-3

Formatted: Left, Indent: Left: 0.08", First line: 0.11",
Numbered + Level: 1 + Numbering Style: 1, 2, 3, … +
Start at: 3 + Alignment: Left + Aligned at: 0" + Indent
at: 0.2"

GEN-11
July 2024

changes in management or other principal

rela- tionships
for the applicant and any other
General
Instructions
Bank(s)/Bank Holding Company(ies) that
would result from the proposal. For any
existing or proposed principal of the applicant
or the Bank/Bank 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
Applicant, Bank/Bank Holding Company,
and any other depository institution or
depository institution holding company
(give the name and location of the other
deposi- tory institution or depository
institution holding company);
b. Number and percentage of each class of
shares of the applicant and the Bank/Bank
Holding Company owned, controlled, or
held with power to vote by this
individual;10
c. Principal occupation if other than with
the applicant or the Bank/Bank Holding
Company;

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 applicant) principal shareholders, directors, or senior executive
officers, provide an IBFR including
completion of all required financial
information.
13.14. If the consolidated assets of the resulting
orga- nization are less than the asset threshold
of the Board's Small Bank 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 Bank/Bank Holding
Company, provide the following:

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Numbering Style: a, b, c, … + Start at: 1 + Alignment:
Left + Aligned at: 0.41" + Indent at: 0.66"

Formatted: Indent: Left: 0.36", Hanging: 0.19",
Numbered + Level: 2 + Numbering Style: a, b, c, … +
Start at: 1 + Alignment: Left + Aligned at: 0.41" +
Indent at: 0.66"

DRAFT
10. As defined in footnote number 3.

GEN-12
July 2024

FR Y-3

General Instructions

a. Name of borrower and title, position, or
other designation that makes the borrower a
principal of the 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 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.)

filed pursuant to section 3(a)(3) or 3(a)(5) of the BHC
Act to acquire a de novo bank, a response to items 15
and 16 is not required. Otherwise, the applicant should
contact the appropriate Reserve Bank to determine

DRAFT

15. Identify any management official of the
applicant, as defined in the Board’s Regulation
L, who also is also a management official at
another depository institution, bank holding
company or savings and loan holding
company.

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Start at: 4 + Alignment: Left + Aligned at: 0.16" +
Indent at: 0.3"
Formatted: Character scale: 100%, Not Expanded by /
Condensed by

14.16.
Describe any litigation or investigation
by local, state, or federal authorities involving
the appli- cant 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 bank holding company
formation involving only one bank or an application
FR Y-3

GEN-13
July 2024

whether a response to items 175 and 186 will be

neces- sary. IfInstructions
a response is required, the applicant
General
should obtain a preliminary definition of the relevant
banking markets from the appropriate Reserve
Bank. If the applicant disagrees with the Reserve
Bank’s prelimi- nary 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
supportive data, and answer the ques- tions based on
its definition. If later analysis leads Fed- eral Reserve
staff to alter the preliminary definition provided,
The applicant will be so informed.
15.17.
Discuss the effects of the proposed
transaction on competition considering the
structural crite- ria specified in the Board’s
Rules Regarding Delegation of Authority
(section 265. 20(c)(12)(v)(A)11c(11)(v)). 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 bank or nonbanking
com- pany constitutes part of this proposal,
discuss in detail the specifics and timing of
such divestiture.

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Indent at: 0.3"

DRAFT

16.18.
If the proposal involves the
acquisition of non- bank operations under
sections 4(c)(8) and
4(j) of the Bank Holding Company Act, a
Form FR Y-4 should be submitted in
connection with FR Y-3 filing. At a
minimum, the information related to the
nonbank operations should include the
following:

a. A description of the proposed activity(ies);
b. The name and location of the applicant’s
and the Bank’s direct or indirect
subsidiaries that engage in the proposed
activity(ies);
c. Identification of the geographic and
product markets in which competition
would be affected by the proposal;
d. A description of the effect of the proposal
on competition in the relevant markets;
and
e. A list of major competitors in each
affected market.

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July 2024

FR Y-3

General Instructions

In addition, the applicant should identify any
other nonbank operations to be acquired, with
brief descriptions of the activities provided.
17.19.
In an application in which any
principal of the applicant or the Bank/Bank
Holding Company is also a principal of any
other insured deposi- tory 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 the Bank/Bank
Holding Company, and give the approximate
road miles by the most accessible and traveled
route between those offices and each of the
offices of Bank/Bank Holding Company.

Convenience and Needs

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 combined 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. The plans for administering the CRA program for the depository subsidiary (ies) of
the resultant institution following the transaction. 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 nonMSA 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.

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Indent at: 0.3"

DRAFT

18.20.
Describe how the proposal would assist
in meet- ing the convenience and needs of the
communi- ty(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.
19.21.
Describe how the applicant and
resultant insti- tution, including its depository
subsidiary (ies) would assist in meeting the
existing and anticiFR Y-3

pated needs of its community(ies) under the
applicable criteria of the Community Reinvestment Act (CRA) 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:

20.22. List all offices of the depository subsidiary
(ies) of the applicant or target that (a) will be
estab- lished 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

GEN-15
July 2024

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Numbered + Level: 1 + Numbering Style: 1, 2, 3, … +
Start at: 4 + Alignment: Left + Aligned at: 0.16" +
Indent at: 0.3"

Formatted: Left, Indent: Left: 0.08", Hanging: 0.27",
Numbered + Level: 1 + Numbering Style: 1, 2, 3, … +
Start at: 4 + Alignment: Left + Aligned at: 0.16" +
Indent at: 0.3"
Formatted: Indent: Left: 0.19", Hanging: 0.27",
Numbered + Level: 1 + Numbering Style: 1, 2, 3, … +
Start at: 4 + Alignment: Left + Aligned at: 0.16" +
Indent at: 0.3"

General Instructions

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.11

Interstate Banking
21.23.
If the transaction involves the
acquisition of a bank located in a State other
than the home State of the applicant, please
provide the follow- ing information, as
applicable:

b. Discuss compliance with nationwide and
statewide deposit concentration limits to the
transaction.
c. Discuss compliance with state-imposed
deposit caps.
d. Discuss compliance with community reinvestment laws.
e. Discuss any other restrictions that the host
state(s) seek to apply (including state antitrust restrictions).

Financial Stability
If either the acquirer or the target’s total assets exceeds
$10 billion as of the most recent quarter for which data
is available, address the following questions:

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DRAFT

a. Identify any host state(s) involved with this
transaction that require the target to be in
operation for a minimum number of years
and discuss compliance with this age
requirement.

11. Please designate branch consolidations as those terms are used in
the Joint Policy Statement on Branch Closings, [64 FR 34844 (June 29,
1999)].

GEN-16
July 2024

22.24.
If either the acquirer or the target
conducts any cross-border activities, please
describe the nature of these activities and the
amounts of cross-border assets and liabilities as
of the most recent quarter for which data is
available.
23.25.
For each financial service below, if the
dollar volume related to the service provided
either by the acquirer or the target exceeds $1
billion, please report the annual volume over
the past 12 months (otherwise, do not report).

FR Y-3

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Start at: 4 + Alignment: Left + Aligned at: 0.16" +
Indent at: 0.3"