Reporting FR Y-4 Post-consummation

INSTRUCTIONS FOR PREPARATION OF

Notification by a Bank Holding Company
to Acquire a Nonbank Company and/or
Engage in Nonbanking Activities
FR Y-4

Who May Use This Form
This form should be used for notifications filed with
the Federal Reserve System (the “Federal Reserve”)
under section 4 of the Bank Holding Company Act of
1956, as amended (the “BHC Act”—12 U.S.C. 1843)
pursuant to sections 225.23 or 225.24 of the Board of
Governors of the Federal Reserve System’s (the
“Board’s”) Regulation Y, where a bank holding company proposes to engage in a nonbanking activity,
either de novo or through the acquisition or control of
shares or assets of an existing nonbank company.

Federal Reserve district in which the head office of
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”). The
notificants are encouraged to contact Federal Reserve
staff as soon as possible to discuss whether a notification is appropriate for the proposed transaction.

DRAFT

Exemptions for certain de novo activities: A well-run
bank holding company (a company meeting the criteria in sections 225.23(c) of Regulation Y) that complies
with the requirements in section 225.22(a) of Regulation Y may engage de novo in the nonbanking activities
listed in section 225.28(b) of Regulation Y (except
operating a nonbank insured depository institution)
without obtaining the Board’s prior approval. However, a notice must be provided to the appropriate
Reserve Bank (defined below) within 10 business days
after commencing the activity as required by section 225.22(a) of Regulation Y. In fulfilling that notice
requirement, the notifying bank holding company
should not use this form, but instead must provide by
letter the information and certifications specified in
section 225.22(a)(3) 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 also available on the
Board’s public website.
Inquiries regarding the preparation and filing of notifications should be directed to the Reserve Bank of the
FR Y-4

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 notifications electronically through the
Federal Reserve System’s web-based application
E-Apps (www.federalreserve.gov/bankinforeg/
eapps.htm)FedEZFile.1 Additional information on EAppsFedEZFile may be found 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 notification 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).

Filing Categories
A notificant should identify the specific legal authority(ies) for engaging in the proposed nonbanking activity by referring to section 225.28(b) of Regulation Y—
Activities determined by regulation to be permissible and
provide the citation in this section under which the proposed activity is permissible or, alternatively, refer to
the order of the Board of Governors in which the
Board previously determined the activity to be so
1. The notification may alternatively be submitted in paper form.

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General Instructions

closely related to banking, or managing or controlling
banks as to be a proper incident thereto.
For filers submitting notice as described in section 225.23 of Regulation Y refer to the following:
Section 225.23(c)(1)-(6) Criteria for use of expedited
procedure. Address each item of this section to confirm
eligibility to file under the expedited procedure or, if
not applicable, indicate NA and describe why.
Section 225.23(a)(1) Information required. Provide a
detailed response to each item or, if not applicable,
indicate NA and describe why.
For filers submitting notice as described in section 225.24 of Regulation Y refer to the following:
Section 225.24(a)(1) Engaging de novo in listed activities. If filer proposed to commence the activity de novo,
provide the information identified in this paragraph.

Proposals eligible for the 12 business day prior notice
procedure in section 225.23 of Regulation Y do not
include proposals that the Board has indicated (in section 225.23(c)(3)(ii) of Regulation Y) are subject to the
notice procedures provided in section 225.24 of Regulation Y. For example, some activities approved only by
Board order may require a notice under section 225.24
of Regulation Y. Questions regarding whether an
activity approved by Board order requires a notice
under section 225.24 of Regulation Y should be
addressed to the appropriate Reserve Bank.
(2) Other Nonbanking Proposals—Proposals that do
not qualify for the 10 business day post notice
procedure (section 225.22(a) of Regulation Y) or
the 12 business day prior notice (section 225.23 of
Regulation Y) procedure discussed above must
comply with the procedures in section 225.24 of
Regulation Y. Proposals in which a company
would become a bank holding company must
also comply with the procedures in section 225.24
of Regulation Y. Proposals that are eligible for
processing under authority delegated to the
appropriate Reserve Bank will be acted on within
30 calendar days after the notice is filed unless the
Notificant is informed otherwise. Proposals that
are not otherwise eligible for Reserve Bank processing will normally be acted on by the Board
within 60 calendar days after the notice is filed.

DRAFT

Section 225.24(a)(2) Acquiring company engaged in
listed activities. If filer proposes to acquire an ongoing
concern, provide a detailed response to each item or, if
not applicable, indicate NA and describe why.

Section 225.24(b)(1) Notice to public. Listed activities
and activities approved by order. The Reserve Bank will
publish notice in the Federal Register for activities in
these categories.

(1) Expedited Nonbanking Proposals—A well-run
bank holding company may (i) engage de novo in
any nonbanking activity approved by Board
order and (ii) acquire voting shares or assets of a
going concern engaged in any nonbanking activity approved by Board regulation (except operating a nonbank insured depository institution)
and most nonbanking activities approved by
Board order if the bank holding company has
provided written notice to the appropriate
Reserve Bank at least 12 business days before
commencing the proposed activity and the appropriate Reserve Bank or the Board has not indicated within that period that a notice would be
required under section 225.24 of Regulation Y.
The criteria and information required to comply
with the 12 business day prior notice procedure
are described in section 225.23 of Regulation Y.
This expedited procedure may not be used for
proposals to acquire or otherwise operate a nonbank insured depository institution.
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(a) Engaging de novo in Listed Activities— Proposals to engage de novo in any nonbanking
activity described in section 225.28(b) of
Regulation Y that are filed under the procedures described in this Filing Category must
contain the information set forth in section 225.24(a)(1) of Regulation Y. Proposals
to engage de novo in operating a nonbank
insured depository institution or to engage
in nonbanking activities through an initial
joint venture are usually viewed as acquisitions for purposes of this paragraph, and
must follow the procedures described in
paragraph (b) below. Questions regarding
whether an activity would be considered de
novo should be addressed to the appropriate
Reserve Bank.
(b) Acquiring a Company Engaged in Listed
Activities—Proposals to acquire voting
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General Instructions

shares or assets of a going concern engaged
in any nonbanking activity described in section 225.28(b) of Regulation Y that are filed
under the procedures described in this Filing
Category must contain the information set
forth in section 225.24(a)(2) of Regulation Y.
(c) Engaging in or Acquiring a Company
Engaged in Unlisted Activities—Proposals to
engage de novo or to acquire voting shares or
assets of a going concern engaged in any
nonbanking activity not described in section 225.28(b) of Regulation Y that are filed
under the procedures described in this Filing
Category must contain the information set
forth in section 225.24(a)(2) of Regulation Y.

notice in the Federal Register may be published up to
15 calendar days before the notification is filed.
As a matter of policy, proposals to acquire a savings
association also require newspaper publication with a
public comment period of at least 30 calendar days
after the date of publication. The notice must be published in a newspaper of general circulation in the communities in which the head offices of the notificant
bank holding company, its largest subsidiary bank,
and each savings association to be directly or indirectly
acquired is located. See 12 CFR 262.3(b)(1)(ii)(E). The
newspaper notice for a proposal to acquire a savings
association also 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.

DRAFT

Proposals involving the acquisition of an insured
depository institution that require approval under section 4 of the BHC Act should use this form. The filing
must be modified to satisfy the same information and
publication requirements that would apply if the savings association or other nonbank insured depository
institution to be acquired were a bank. Generally, the
notification must satisfy the requirements contained in
sections 225.14, 225.15, and 225.16 of Regulation Y. If
the notificant is seeking expedited action for the proposal, the bank holding company and the proposal
must satisfy all applicable criteria under section 225.14
of Regulation Y. The notificant may use the forms
FR Y-3 and FR Y-3N as guides for the type of information that should be included in the notification.
Notice of the proposals also may be filed under section 225.24 of Regulation Y as described in Filing Category (2).

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 any required 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.

Supporting Information
The Federal Reserve specifically reserves the right to
require the filing of additional statements and information. The questions in the notification are not
intended to limit a notificant’s presentation. The notificant bears the full burden for presenting and documenting a case to demonstrate that it meets the statutory criteria for approval. Supporting information for
any or all factors, setting forth the basis for the notificant’s judgment to this effect, may accompany the
notification.

Publication Requirement

Confidentiality

Proposals filed under the 12 business day prior notice
procedure (section 225.23 of Regulation Y) described
in Filing Category (1) do not require public notice. All
proposals filed under section 225.24 of Regulation Y
described in Filing Category (2) will be published in the
Federal Register with a public comment period of at
least 15 calendar days. The Board will publish notice of
the proposal in the Federal Register upon receipt of the
notification. On written request by the notificant, the

Under the provisions of the Freedom of Information
Act (“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).

FR Y-4

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General Instructions

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 notificant may
request confidential treatment for any information
submitted in (or in connection with) its notification
that the notificant believes is exempt from disclosure
under FOIA. For example, if the 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.

With respect to notifications that include information
regarding an individual or individuals associated with
the proposed transaction, the Board expects the notificant to certify that the notificant 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 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 the notificant of any decision to make available to the public information labeled “CONFIDENTIAL.” However, it should be understood that, without prior notice to the 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 the 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.

DRAFT

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
which confidential treatment is requested. The 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. The notificant must demonstrate that disclosure would fall
within the scope of one or more of the FOIA exemptions from disclosure.) The 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.”

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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.

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

FR Y-4