Form FR 2070 FR 2070 Interagency Bank Merger Act Application

OMB No. for FDIC 3064-0015 Expires July 31, 2008
OMB No. for FRB 7100-0171 Expires August 31, 2008
OMB No. for OCC 1557-0014 Expires November 30, 2007
OMB No. for OTS 1550-0016 Expires August 31, 2008

INTERAGENCY BANK MERGER ACT APPLICATION
Public reporting burden for this collection of information is estimated to average 30 and 18 hours for nonaffiliate and
affiliate transactions, respectively, including the time to gather and maintain data in the required form, to review
instructions, and to complete the information collection. Send comments regarding this burden estimate or any other
aspect of this collection of information, including suggestions for reducing this burden to: Paperwork Reduction
Act, Legal Division, Federal Deposit Insurance Corporation, 550 17th Street, NW, Washington, DC 20429;
Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, NW, Washington, DC 20551;
Licensing Activities Division, Comptroller of the Currency, 250 E Street, S.W., Washington, DC 20219; or Office
of Supervision Policy, Office of Thrift Supervision, 1700 G Street, N.W., Washington, DC 20552; and to the Office
of Management and Budget, Paperwork Reduction Project, Washington, DC 20503.
An organization or a person is not required to respond to a collection of information unless it displays a currently
valid OMB control number.

General Information and Instructions
Preparation and Use
This application is used to effect a merger transaction under section 18(c) of the Federal Deposit
Insurance Act (FDIA), as amended (12 U.S.C. 1828(c)), and for national banks using other
sources of merger authority, such as 12 U.S.C. 215, 215a. “Merger transaction” includes a
merger, consolidation, assumption of deposit liabilities, and certain asset transfers between or
among two or more institutions. An application is required for merger transactions between or
among affiliated institutions (affiliate transactions) as well as for merger transactions between or
among nonaffiliated institutions.
An affiliate transaction refers to a merger transaction between institutions that are commonly
controlled. It includes a business combination between a depository institution and an affiliated
interim institution. Applicants proposing affiliate transactions are not required to complete
questions 12 through 14 of this form.
All questions must be answered with complete and accurate information that is subject to
verification. If the answer is "none," "not applicable," “not available,” or "unknown," so state.
Answers of “not available” or "unknown" should be explained.
The questions in the application are not intended to limit the Applicant's presentation, nor are the
questions intended to duplicate information supplied on another form or in an exhibit. A crossreference to the information is acceptable. Any cross-reference must be made to a specific
location in the documents, so the information can be found easily. Supporting information for
all relevant factors, setting forth the basis for Applicant's conclusions, should accompany the
application. The regulatory agency may request additional information.
The application must be submitted to the appropriate regulatory agency of the depository
institution that would survive the proposed transaction (Resultant Institution). All inquiries on

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preparation of the application should be directed to that agency which, in some circumstances,
may modify the information requested.
For additional information regarding the processing procedures and guidelines and any
supplemental information that may be required, please refer to the appropriate regulatory
agency's procedural guidelines (that is, Comptroller’s Licensing Manual, the FDIC’s Rules and
Regulations [12 C.F.R. 303] and Statement of Policy on Bank Merger Transactions, or the OTS’
Application Processing Handbook), contact the agency directly for specific instruction or visit its
Web site at www.fdic.gov, www.occ.treas.gov, www.ots.treas.gov, and www.federalreserve.gov.

Insurance Fund Conversions and Oakar Transactions
With the prior approval of the FDIC, Section 5(d)(2) of the FDIA (12 U.S.C. 1815(d)(2)) allows
an insured depository institution to convert from a Bank Insurance Fund (BIF) member to a
Savings Association Insurance Fund (SAIF) member or from a SAIF to a BIF member.
Insurance fund exit and entry fees apply.
Section 5(d)(3) of the FDIA (12 U.S.C. 1815(d)(3)), pertaining to Oakar transactions, permits a
direct merger or a purchase and assumption transaction by which a member of BIF or SAIF
assumes deposits insured by the other insurance fund subject to the satisfaction of certain
conditions.
If applying for approval of a transaction covered by either Section 5(d)(2) or 5(d)(3), check the
appropriate box on Page 1 of this form.

Interim Charters and Federal Deposit Insurance
An interim state or federal depository institution charter may be used to facilitate a merger or
consolidation. An interim institution is one that does not operate independently but exists,
usually for a very short period of time, solely as a vehicle to accomplish a combination (for
example, to facilitate the acquisition of 100 percent of the voting shares of an existing depository
institution). The processing procedures and guidelines for chartering an interim institution may
be found in the guidelines of the appropriate regulatory agency.
Applicants should contact the FDIC to discuss relevant deposit insurance requirements. An
application for deposit insurance is not required in connection with a merger (other than a
purchase and assumption) between a federally chartered interim institution and an existing
FDIC-insured depository institution, including those instances in which the resulting institution
is to operate under the charter of the federal interim institution. However, an application for
deposit insurance is required if a state-chartered interim bank or savings association is to be
insured. Mergers between an FDIC-insured institution and a noninsured institution are subject to
FDIC approval under section 18(c)(1) of the FDIA (12 U.S.C. 1828(c)(1)).
In making its determination to grant deposit insurance under section 5(a) of the FDIA (12 U.S.C.
1815(a)), the FDIC will consider the factors enumerated in section 6 of the FDIA (12 U.S.C.
1816). If applying for deposit insurance under section 5(a), check the appropriate boxes on the
top of Page 1 of this form and include with this application any additional relevant information.

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Establishment of Branches and Branch Closings
This Interagency Bank Merger Act Application will be deemed to constitute an application
pursuant to section 9 of the Federal Reserve Act (12 U.S.C. 321) in the case of state member
banks, section 18(d) of the FDIA (12 U.S.C. 1828(d)) for state nonmember banks, and 12 U.S.C.
36 for national banks to operate the Target Institution’s main office and branches as branches of
the Applicant.
If a branch is closed as a result of a merger, consolidation, or other combination, refer to the
Interagency Policy Statement on Branch Closings and applicable law for branch closure notice
requirements (12 U.S.C. 1831r-1).

Notice of Publication
An Applicant must publish notice of the proposed acquisition in a newspaper of general
circulation in the community or communities in which the main office of each of the parties to
the transaction is located (12 U.S.C. 1828(c)(3)). A copy of the affidavit(s) of publication
should be submitted to the appropriate regulatory agency. Contact the appropriate regulatory
agency for the specific requirements of the notice of publication.

Compliance
An Applicant is expected to comply with all representations and commitments made in the
application.
Transactions subject to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S.C.
18a), which applies to certain very large transactions, require a pre-merger filing with the
Federal Trade Commission and the Department of Justice. Refer to the Federal Trade
Commission’s Web site for specific details (http://www.ftc.gov/bc/hsr/hsr.htm).

Electronic Submission
In addition to an original application and the appropriate number of signed copies, the
regulatory agencies would like to have an electronic copy of the information in the
application, especially of the financial projections. Submission of an electronic copy is
voluntary. It will be used only for internal review and processing, and those portions
granted confidential treatment will not be released to the public. The electronic copy
may be provided on a computer diskette, using common word processing and
spreadsheet software. For E-mail submissions, contact the appropriate regulatory
agency for instructions and information about secure transmission of confidential
material.

Confidentiality
Any Applicant desiring confidential treatment of specific portions of the application must submit
a request in writing with the application. The request must discuss the justification for the
requested treatment. The Applicant's reasons for requesting confidentiality should specifically
demonstrate the harm (for example, loss of competitive position, invasion of privacy) that would
result from public release of information (5 U.S.C. 552). Information for which confidential
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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." The Applicant should follow the same procedure when requesting confidential
treatment for the subsequent filing of supplemental information to the application.
The Applicant should contact the appropriate regulatory agency for specific instructions
regarding requests for confidential treatment. The appropriate regulatory agency will determine
whether the information will be treated as confidential and will advise the Applicant of any
decision to make available to the public information labeled as "Confidential."

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INTERAGENCY BANK MERGER ACT APPLICATION
Check all that apply:
Type of Filing
Affiliate/Corporate Reorganization
Combination with Interim
Depository Institution
Nonaffiliate Combination
Other

Form of Transaction
Merger
Consolidation
Purchase and Assumption
Branch Purchase and Assumption
Other

Filed Pursuant To
12 U.S.C. 1828(c)
12 U.S.C. 1815(d)(2)
12 U.S.C. 1815(d)(3)
12 U.S.C. 215, 215a-c
12 U.S.C. 1815(a)
Other_____________

Applicant Depository Institution
______________________________________________________________________________________________
Name
Charter/ Docket Number
________________________________________________________________________________________________
City
State
Zip Code
Target Institution
________________________________________________________________________________________________
Name
Charter/Docket Number
_______________________________________________________________________________________________
Street
_____________________________________________________________________________________________
City
State
Zip Code

Resultant Institution (if different than Applicant)
_______________________________________________________________________________________________
Name
Charter/Docket Number
________________________________________________________________________________________________
Street
_______________________________________________________________________________________________
City
State
Zip Code

Contact Person
_____________________________________________________________________________________________
Name
Title/Employer
________________________________________________________________________________________________
City
State
Zip Code
______________________________________________________________________________________________
Telephone Number
Fax Number
E-mail Address

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INTERAGENCY BANK MERGER ACT APPLICATION
1. Describe the transaction’s purpose, structure, significant terms and conditions, and financing
arrangements, including any plan to raise additional equity or incur debt. Also provide the
approximate approval date needed to consummate.
2. Provide a copy of (a) the executed merger or transaction agreement, including any
amendments, (b) any board of directors' resolutions related to the transaction, and (c) interim
charter, names of organizers, and related documents, if applicable.
3. Describe any issues regarding the permissibility of the proposal with regard to applicable
state or Federal laws or regulations (for example, nonbank activities, branching, qualified
thrift lender’s test).
4. Describe any nonconforming or impermissible assets or activities that Applicant or Resultant
Institution may not be permitted to retain under relevant law or regulation, including the
method of and anticipated time period for divestiture or disposal.
5. Provide the indicated financial information and describe the assumptions used to prepare the
projected statements, including those about the effect of the merger transaction. Material
changes between the date of the financial statements and the date of the application should be
disclosed. If there are no material changes, a statement to that effect should be made.
a. Pro Forma Balance Sheet, as of the end of the most recent quarter and for the first year of
operation after the transaction. Indicate separately for the Applicant and Target
Institution each principal group of assets, liabilities, and capital accounts; debit and credit
adjustments (explained by footnotes) reflecting the proposed acquisition; and the
resulting pro forma combined balance sheet. Goodwill and all other intangible assets
should be listed separately on the balance sheet. Indicate the amortization period and
method used for any intangible asset and the accretion period of any purchase discount
on the balance sheet.
b. Projected Combined Statement of Income for the first year of operation following
consummation.
c. Pro Forma and Projected Regulatory Capital Schedule, as of the end of the most recent
quarter and for the first year of operation, indicating:
•
•

Each component item for Tier 1 (Core) and Tier 2 (Supplementary) Capital, Subtotal
for Tier 1 and Tier 2 Capital (less any investment in unconsolidated or nonincludable
subsidiaries), Total Capital (include Tier 3 if applicable).
Total risk-weighted assets.

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•

Capital Ratios: (1) Tier 1 capital to total risk-weighted assets; (2) Total capital to
total risk-weighted assets; and (3) Tier 1 capital to average total consolidated assets
(leverage ratio).

6. List the directors and senior executive officers of the Resultant Institution and provide the
name, address, position with and shares held in Resultant Institution or holding company,
and principal occupation (if a director).
7. Describe how the proposal will meet the convenience and needs of the community. For the
combining institutions, list any significant anticipated changes in services or products that
will result from the consummation of the transaction. If any services or products will be
discontinued, describe and explain the reasons.
8. Discuss the programs, products, and activities of the Applicant or the Resultant Institution
that will meet the existing or anticipated needs of its community(ies) under the applicable
criteria of the Community Reinvestment Act (CRA) regulation, including the needs of lowand moderate-income geographies and individuals. For an Applicant or Target Institution
that has received a CRA composite rating of "needs to improve" or "substantial
noncompliance" institution-wide or, where applicable, in a state or a multi-state 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 combination, describe
the specific actions, if any, that have been taken to address the deficiencies in the institution's
CRA performance record since the rating.
9. The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 imposes
additional considerations for certain interstate mergers between insured banks. Savings
associations are not subject to 12 U.S.C. 1831u. If subject to these provisions, discuss
authority; compliance with state age limits and host state(s) filing requirements; and
applicability of nationwide and statewide concentration limits. In addition, discuss any other
restrictions that the states seek to apply (including state antitrust restrictions).
10. List all offices that (a) will be established or retained as branches, including the main office,
of the Target Institution, (b) are approved but unopened branch(es) of the Target Institution,
including the date the current federal and state agencies granted approval(s), and (c) are
existing branches that will be closed 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.
11. As a result of this transaction, if the Applicant will be or will become affiliated with a
company engaged in insurance activities that is subject to supervision by a state
insurance regulator, provide:
a. The name of company.
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b. A description of the insurance activity that the company is engaged in and has
plans to conduct.
c. A list of each state and the lines of business in that state in which the company
holds, or will hold, an insurance license. Indicate the state where the
company holds a resident license or charter, as applicable.

If a nonaffiliate transaction, the Applicant also must reply to items 12 through 14.
12. Discuss the effects of the proposed transaction on existing competition in the relevant
geographic market(s) where Applicant and Target Institution operate. Applicant should
contact the appropriate regulatory agency for specific instructions to complete the
competitive analysis.
13. If the proposed transaction involves a branch sale or any other divestiture of all or any
portion of the bank, savings association or nonbank company (in the case of a merger under
12 U.S.C. 1828(c)(1)) to mitigate competitive effects, discuss the timing, purchaser, and
other specific information.
14. Describe any management interlocking relationships (12 U.S.C. 3201-3208) that currently
exist or would exist following consummation. Include a discussion of the permissibility of
the interlock with regard to relevant laws and regulations.

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CERTIFICATION
We hereby certify that our board of directors, by resolution, has authorized the filing of this
application, and that to the best of our knowledge, it contains no misrepresentations or omissions
of material facts. In addition, we agree to notify the agency if the facts described in the filing
materially change prior to receiving a decision or prior to consummation. Any misrepresentation
or omission of a material fact constitutes fraud in the inducement and may subject us to legal
sanctions provided by 18 U.S.C. 1001 and 1007.
We acknowledge that approval of this application is in the discretion of the appropriate federal
banking agency. Actions or communications, whether oral, written, or electronic, by an agency
or its employees in connection with this filing, including approval of the application if granted,
do not constitute a contract, either express or implied, or any other obligation binding upon the
agency, other federal banking agencies, the United States, any other agency or entity of the
United States, or any officer or employee of the United States. Such actions or communications
will not affect the ability of any federal banking agency to exercise its supervisory, regulatory, or
examination powers under applicable law and regulations. We further acknowledge that the
foregoing may not be waived or modified by any employee or agent of a federal banking agency
or of the United States.
Signed this

day of

,

by

.

_______________________________
(Signature of Authorized Officer) 1

(Applicant)

_____________________________
(Typed Name)
______________________________
(Title)
by

______________________________
(Signature of Authorized Officer)1

(Target Institution)

_______________________________
(Typed Name)
______________________________
(Title)

1

In multiple-step combinations, applicants should ensure that authorized officers of the combining institutions sign.

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COMPTROLLER OF THE CURRENCY
OFFICE OF THRIFT SUPERVISION

SUPPLEMENT TO INTERAGENCY BANK MERGER ACT APPLICATION

All OCC and OTS Applicants should provide the following supplemental information with their
application:
15.

If any of the combining institutions have entered into commitments with community
organizations, civic associations, or similar entities concerning providing banking services to
the community, describe the commitment.

16.

If the Resultant Institution will not assume the obligations entered into by the Target
Institution, explain the reasons and describe the impact on the communities to be affected.

If filing with the OCC:
17.

If acquiring a non-national bank subsidiary, provide the information and analysis of the
subsidiary's activities that would be required if it were established pursuant to 12 C.F.R. 5.34
or 5.39.

If filing with the OTS:
17.

Provide the information to satisfy the requirements of 12 C.F.R. 563.22(d)(1)(vi).

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FEDERAL RESERVE SYSTEM
SUPPLEMENT TO INTERAGENCY BANK MERGER ACT APPLICATION

With respect to question 6, FRB Applicants should consult with FRB staff regarding whether any
biographical or financial information should be submitted with respect to any new principal
shareholders, directors, and senior executive officers.
The Certification on page 5 need not be provided by the Target Institution. FRB Applicants should
modify their Certification accordingly.
In addition, all FRB Applicants should provide the following supplemental information with their
application:
15.

If the pro forma consolidated assets of Applicant’s parent holding company are less than
$150 million and parent company long-term debt will exceed 30 percent of parent company
equity capital accounts on a pro forma basis, provide cash flow projections for the parent
company which clearly demonstrate the ability to reduce the long-term debt-to-equity ratio
to 30 percent or less within 12 years of consummation.

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FEDERAL DEPOSIT INSURANCE CORPORATION
SUPPLEMENT TO INTERAGENCY BANK MERGER ACT APPLICATION
All FDIC Applicants should provide the following supplemental information with their
application:
15. This section supplements question 12 of the Interagency Bank Merger Act Application for
transactions between nonaffiliated parties. Additional guidance relating to the FDIC’s
consideration of the competitive factors in a proposed merger transaction is contained in the
FDIC’s Rules and Regulations (12 C.F.R. 303 Subpart D) and Statement of Policy on Bank
Merger Transactions (2 FDIC Law, Regulations, and Related Acts 5145), which may be
found at http://www.fdic.gov/regulations/laws/rules/index.html.
I. Delineation of the relevant geographic market(s).
The relevant geographic market includes the areas in which the offices to be acquired are
located and from which those offices derive the predominant portion of their loans, deposits,
or other business. The relevant geographic market also includes the areas where existing and
potential customers impacted by the proposed merger may practically turn for alternative
sources of banking services.
(a) Prepare schedules for the Applicant Institution and Target Institution showing the total
number of accounts and total dollar volume of deposits 2 for each municipality or census
tract, where applicable, according to the recorded address of the depositor (do not submit
supporting data). Small amounts may be aggregated and identified as “other.” If the
Applicant Institution is a multi-office institution, Applicant Institution deposit
information should be provided only for those offices within or proximate to the area(s)
described below under paragraph (b).
(b) Identify those areas where existing and potential customers of the offices to be acquired
may practically turn for alternative sources of banking services. If consideration of the
availability of such alternative banking services results in a market area considerably
different from that indicated by the sources of deposits, discuss and provide necessary
supporting information.
(c) Using the information collected in paragraphs (a) and (b), provide a narrative description
of the delineated relevant geographic market(s).
(d) Provide any additional information necessary to support the delineated relevant
geographic market(s). Supporting information may include relevant demographic
2

In most cases, total deposits will serve as an adequate proxy for the overall share of banking business in the relevant
geographic market area; however, other analytical proxies may be appropriate in certain cases (for example, a merger
transaction involving trust companies).
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information, locations of major employers, retail trade statistics, and/or information on
traffic patterns. Applicants should consult with the applicable FDIC Regional Office in
determining whether additional information is necessary.
II. Competition in the relevant geographic market(s).
(a) Prepare a schedule of participating and competing banking institutions’ offices, divided
into three sections:
(i)

Applicant Institution offices within or proximate to the relevant geographic
market(s);

(ii)

Target Institution offices within or proximate to the relevant geographic
market(s); and

(iii)

Competitor banking offices located or competing within the delineated relevant
geographic market(s).

To the extent known, also include banking offices approved but not yet open. The
following presentation format is suggested:
Distance and Direction
From Nearest Office
Name and Location of Banking
Office

Total
Deposits

Applicant
Institution

Target
Institution

(b)

For each office listed in paragraph (a), provide the street address; total deposits as
reported in the most recent FDIC Summary of Deposits Data Book
(http://www2.fdic.gov/sod/index.asp); and distance and general direction from the
nearest office of Applicant and Target Institution. In cases where the delineated relevant
geographic market includes a significant portion of a larger metropolitan area, provide
only a listing of financial institutions and the aggregate total deposits of all offices
operated by each within the delineated relevant geographic market(s).

(c)

Discuss the extent and intensity of competition in the delineated relevant geographic
market(s) provided by nonbank institutions, such as other depository institutions (for
example, credit unions) and non-depository institutions (for example, finance companies,
or government agencies). For those institutions regarded as competing in the delineated
relevant geographic market(s), provide name, address, and services supplied.

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