Affiliate Transactions

Board of Governors of the Federal Reserve System OMB Number 7100-0171 Approval expires September 30,2013
Federal Deposit Insurance Corporation
OMB Number 3064-0015 Approval expires May 31,2014
Office of the Comptroller of the Currency
OMB Number 1557-0014 Approval expires November 30,2013
Page 1 of 9

Board of Governors of the Federal Reserve System

Interagency Bank Merger Act Application-FR 2070
DRAFT 6/7/17 Shows All Changes
An organization or a person is not required to respond to a collection of information unless it displays a currently valid OM B 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
trans-actions 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 or other business
combination (including a purchase and assumption) between
institutions that are commonly controlled (for example, between a
depository institution and an affiliated interim institution). It includes a
business combination
between a depository institution and an
affiliated interim
institution.
Applicants proposing
affiliate
transactions are not required to complete questions 152 through 174
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
aApplicant's presentation, nor are the questions intended to
dupli-cate information supplied on another form or in an exhibit
A cross-reference to the information is acceptable. Any crossrefer-ence 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 t h e a Applicant's
conclu-sions,
should
accompany the application.
The
responsible
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 preparation of the
application should be directed to that agency which, in some
circumstances, may modify the information requested. Applications
involving insured depository institutions must be submitted to the
responsible regulatory agency of the insured depository institution that is
the acquiring, assuming, or resulting institution (resultant institution). All
questions about preparing the merger application

should be directed to that agency , along with the information requested in
the application and other information requested by the responsible agency.
In addition, all applications involving a noninsured bank or institution must
be submitted to the FDIC.
For additional information regarding the processing procedures
and guidelines and any supplemental information that may be
required, please refer to the appropriate responsible regulatory
agency's pro- cedural guidelines (for example, the OCC’s Rules and
Regulations (12 C.F.R Part 5), the Comptroller's Licensing Manual,
the FDIC's Rules and Regulations (12 C.F.R. Part 303) ) and
Statement of Policy on Bank Merger Transactions) and o t h e r
relevant policy statements. (that is, Comptroller's Licensing Manual
or the FDIC's Rules and Regulations (12 C.F.R. § 303) and
Statement of Policy on Bank Merger Transactions), Ccontact
the r e s p o n s i b l e r e g u l a t o r y agency directly for specific
instruction, or visit its website at www.fdic.gov, www.occ.treas.gov,
and www.federalreserve.gov.

Interim Charters and Federal Deposit Insurance
An interim state or federal depository institution charter may be
used to facilitate a merger transaction 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 per- cent 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 appropriateresponsible regulatory agency.
Applicants should consult the FDIC’s Rules and Regulations (12 C.F.R. §
303.62(b)(2)) or contact the FDIC directly to discuss relevant deposit insurance
requirements.Applicants should contact the FDIC to discuss relevant
deposit insurance
requirements. An application
for deposit
insurance is not required in connection with a merger transaction
(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 o r g a n i z e d s o l e l y t o f a c i l i t a t e a m e r g e r
transaction which will be reviewed by a Federal
B a n k i n g A g e n c y o t h e r t h a n t h e F D I C to be insured.
Merger transactions (including a purchase and assumption)

between an FDIC-insured institution and a non-FDIC-insured
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).

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; or Licensing Activities Division, Officeof theComptroller of the Currency,
400 7 th Street, SW, Washington, DC 20219 250 E Street, SW, Washington, DC 20219; and to the Office of Management and Budget, Paperwork Reduction Project, Washington, DC 20503.
07/2011

FR 2070
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General Information and Instructions-continued

If applying for deposit insurance under section 5(a), check the
appropriate boxes on the top of the application form and include
with this application any additional relevant information.

Establishment of Branches and Branch Closings
This Interagency Bank Merger Act Application will be deemed to
constitute an application to operate the target institution’s main office
and branches as branches of the applicant pursuant to section 9 of the
Federal Reserve Act (12 U.S.C. § 321) f o r in the case of state
member banks, section 18(d) of the FDIA (12 U.S.C. § 1828(d)) for
state nonmember insured banks, and 12 U.S.C. § 36 for national
banks, and 12 CFR 5.31 for federal savings associations. to operate
theTarget Institution's main office and branches as branches of
thepplicant.
If a branch is closed as a result of a merger, consolidation, or
other combination, Rrefer to the Interagency Policy Statement on
Branch Closings and applicable law for branch closure notice
requirements under section 42 of the FDIC (12 U.S.C. § 1831r-1) if a
branch is closed as a result of a merger transaction.).

Notice of Publication
An aApplicant 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)), or if there is no such newspaper in any
such community, then in a newspaper of general circulation published
nearest to the community. A copy of the affidavit(s) of publication
should be submitted to the appropriateresponsible regulatory agency.
Contact the appropriateresponsible regulatory agency for the
specific requirements of the notice of publication.

Compliance
An aApplicant 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 oertain 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
website
for
specific
details
(\IININII.ftc.gov/bc/hsr/hsr.htm(www.ftc.gov).

Electronic Submission
In addition to an original application and the appropriate number of
signed copies, the r es p o ns i b l e regulatory agencies would like
to have r e q u e s t t h a t t h e a p p l i c a n t s u b m i t 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
e l e c t r o n i c submissions, contact the appropriateresponsible
regulatory agency for instructions and information about secure
transmission of confidential material. For the Federal Reserve, the
application may be submitted in paper form, or electronically through
the Federal Reserve System’s web-based application E-Apps.
Additional information on E-Apps may be found on the Federal
Reserve’s public website. For the Office of the Comptroller of the
Currency (OCC), the application may be submitted in paper form, or
electronically
through
the
OCC’s
web-based
application
CATS. Additional information on CATS may be found on the OCC’s
public website.

Confidentiality
Any aApplicant desiring confidential treatment of specific portions
of the application must submit a request in writing wvvith the
application. The request must discuss the justification for the
requested treatment. The aApplicant'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 under the Freedom
of Information Act (5 U.S.C. § 552). 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." The aApplicant should follow the same procedure
when requesting confidential treatment for the subsequent filing of
supplemental information to the application.
The
aApplicant should
contact
the appropriateresponsible
regulatory agency for specific instructions regarding requests for
confidential treatment.
The appropriateresponsible
regulatory
agency will determine whether the information will be treated
as confidential and will advise the a Applicant of any decision to
make available to the public information labeled as "Confidential."

0712011

FR 2070
Page 3 of 9

Interagency Bank Merger Act Application
Check all that apply:

D
D Combination

TypeAffiliate/Corporate
of Filing
Reorganization
with Interim Depository

Institution

D Nonaffiliate Combination
D Other______________________

Form of Transaction

Filed Pursuant To

D Merger
D Consolidation
D Purchase and Assumption
D Branch Purchase and Assumption
D Other____________________

D
D
D
D

12 U.S.C. § 1828(c)
12 U.S.C. §§ 215, 215a-c
12 U.S.C. § 1815(a)
Other________________

Applicant Depository Institution
Charter I Docket NumbeCertificate Numberr

Name

______________________________________________________________________________________________
Street

City

State

Zip Code

Target Institution
Charter I Docket NumberCertificate Number

Name

Street

City

State

Zip Code

Resultant Institution (if different than the aApplicant)
Charter I Docket NumberCertificate Number

Name

Street

City

State

Zip Code

Contact Person
Name

Title I Employer

_______________________________________________________

Street

City

Area Code I Phone Number

State

Area Code I FAX Number

Zip Code

E-mail Address

0712011

FR 2070
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Interagency Bank Merger Act Application-continued
1.

2.

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 and any
contract deadlines involved with the transaction.
Indicate any other filings related to this transaction with other
state and federal regulators.

23.. Discuss the strategic impact of the transaction. Discuss Identify
whether and how the rResultant iInstitution’s business strategy
and operations will remain the same or change from that of the
aApplicant. Identify new business lines lines or confirm they will
remain the same. Provide a copy of the business plan, if available.
Discuss the plan for integrating any new businesses into the
resultant institution.
432. 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 any other related documents
prepared in relation to the transaction, if applicable.
543. Describe any issues regarding the permissibility of the
proposal with regard to applicable state or federal laws or
regulations (for example, nonbank activities, branching, or
qualified thrift lender's test).
654. Describe any nonconforming or impermissible assets or
activities that the aApplicant or rResultant iInstitution may not be
permitted to retain under relevant law or regulation, including the
method of and anticipated time period for divestiture or disposal.
765. Provide the following indicated financial information. and
describe the assumptions used to prepare the P r o F o r m a a n d
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 bBalance sSheet, as of the end of the
most recent quarter ( d o n o t i n c l u d e p r o j e c t i o n s ,
s u c h a s a n t i c i p a t e d d e p o s i t r u n o f f ) and a
projected balance sheet for the first year of operation
after the transaction.
Indicate
separately
for the
aApplicant and tTarget iInstitution 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 balance sheets and corresponding income
statements as of the end of the first three years of operation
following consummation. Describe the assumptions used
to prepare the projected statements.

c. Provide a discussion on the valuation of the target entity
and any anticipated goodwill and other intangible assets.
b. Projected Combined Statement of Income for the first
year of operation following consummation.
dc. Pro Forma and Projected Regulatory Capital Schedule,
as of the end of the most recent quarter and e a c h o f for
the first three years 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).Common equity tier 1 capital, additional tier
1 capital and tier 2 capital pursuant to the current
applicable capital requirements.
• Total risk-weighted assets.
• 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).Common equity tier 1 capital, tier 1

capital, total capital, and leverage ratios pursuant to the
capital regulations. If applicable, also provide the
applicant's existing and pro forma supplementary
leverage ratio pursuant to the current capital adequacy
regulations.
7. Describe the due diligence review conducted on the target
operations by the Applicant. Indicate the scope and resources
committed to the review, explain any significant adverse findings,
and describe the corrective action(s) to be taken to address those
weaknesses.
8786. List the directors and senior executive officers of the
rResultant Iinstitution and provide the name, address, position
with and shares held in rResultant iInstitution or holding
company, and principal occupation (if a director). Indicate any
changes to the aApplicant’s current directors and senior executive
officers that would occur at the rResultant iInstitution. . Applicants
should consult with t h e r e s p o n s i b l e r e g u l a t o r y
a g e n c y regarding whether any biographical or financial
information should be submitted with respect to any new
principal shareholders, directors, and senior executive
officers.
98. Describe any pending or recently resolved litigation or

investigations , including those pertaining to consumer
protection laws and regulations, 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.

1097. Describe how the proposal will assist in meeting the
convenience and needs of the community to be served,
including, but not limited to, the following:
a. .
Summarize Describe any 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
0712011

FR 2070
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Interagency Bank Merger Act Application-continued
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 will result from
the consummation of the transaction. If any services or
products will be discontinued, describe and explain the
reasons.
c If any services or products of the applicant or target institution are
anticipated to be reduced or discontinued, indicate what these
are, as well as the rationale for reduction or discontinuance.
d. Further, tTo the extent that any products or services would be
offered in their steadreplacement 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.
e. In addition, dDiscuss any enhancements in products or services
expected to result from the transaction.

1108. Describe how the applicant and resultant institution will assist in
meeting the existing or anticipated needs of its community(ies)
under the applicable criteria of the Community Reinvestment Act
(CRA) regulation, including the needs of low- and moderate-income
geographies and individuals. This discussion should include, but not
necessarily be limited to, a description of the following:
a.Discuss tThe significant current and anticipated
programs, products, and activities, including lending,
investments, and services, a s a p p r o p r i a t e , of the
aApplicant andor the rResultant iInstitution,
b. that will assist in meeting the existing or anticipated
needs of its community(ies) under the applicable criteria of
the Community Reinvestment Act (CRA) regulation,
including the needs of low- and moderate-income
geographies and individuals. In addition, indicate the

address of any branch opening, closure, consolidation,
or relocation contemplated in connection with the
subject transaction and specify any in low- and
moderate-income geographies.1
cProvide the anticipated CRA assessment areas to be
designated by the depository subsidiary (ies) of the
combined institution. The anticipated CRA assessment
areas of the resultant institution. If the resultant institutions’
CRA assessment area would not include any portion of the
current assessment area of the target or the applicant,
describe the excluded areas.
d.

Describe tThe plans for administering the CRA program
for the resultant combined institutionorganization and
its subsidiary (ies) following the transaction.

e. For an aApplicant or tTarget iInstitution that has received a
CRA composite rating of "needs to improve" or "substantial
noncompliance" institution-wide or, where applicable, in a
state or a multistate MSA, or has received an evaluation of

1

Please designate branch consolidations and relocations as
those terms are used in the Joint Policy Statement on Branch
Closings, Office of the Comptroller of the Currency (OCC),
Treasury; Board of Governors of the Federal Reserve System

less than satisfactory performance in an M SA or in the nonMSA portion of a state in which the applicant is expanding
as a result of the combinationtransaction, describe the
specific actions, if any, that have been taken to address the
deficiencies in the institution's CRA performance record
since the rating.

110. Discuss the effects of the proposed transaction on the stability
of the United States banking and financial system and address
each of the following factors: (1) the size of the Resultant
Institution; (2) whether the proposed transaction would result in
a reduction in the availability of substitute providers for the
services offered by the Resultant Institution; (3) the extent to
which the transaction would increase the interconnectedness of
the financial system; (4) the extent to which the Resultant Firm
would contribute to the complexity of the financial system; (5)
whether the transaction would increase cross-jurisdictional
activity; (6) the degree of difficulty resolving the Resultant
Institution in case of failure; and (7) any other relevant factors.

Financial Stability
12. The Dodd-Frank Wall Street Reform and Consumer Protection Act
requires regulators to consider the risk to the stability of the United States
bank and financial system when reviewing a merger transaction between
financial institutions. Discuss any effect(s) that the proposed transaction may
have on the stability of the United States banking and financial systems.

1329. The Riegle-Neal lnterstate Banking and Branching
Efficiency Act of 1994 (12 U.S.C. § 1831u) (R-N) imposes
additional considerations for certain interstate mergers between
insured banks. Savings associations are not subject to R-N12
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). Pplease provide the following information:
a.

states involved with this transaction
that require the target to be in operation for a
minimum number of years before it can be involved
in a merger and indicate the minimum number of
years required. and
Identify any host

dDiscuss regarding compliance with such the R-Nthe age
requirement (12 U.S.C. § 1831u(a)(5)). .
b. Indicate that (1) the applicant has complied or will comply
with the applicable filing requirements of any host state(s) that
will result from the transaction and (2) the applicant has sent
a copy of the merger application to the state bank supervisor

(Board); Federal Deposit Insurance Corporation (FDIC); and
Office of Thrift Supervision (OTS), Treasury (1999), Federal
Register, vol. 64 (June 29), pp. 34844-34847[64 FR 34844
(June 29, 1999].
0712011

FR 2070
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Interagency Bank Merger Act Application-continued
of the resultant host state(s).Indicate whether the applicant has
sent a copy of the merger application to the banking
commissioner of the resultant host states.
c. Indicate applicability of R-N nationwide and statewide
deposit concentration limits to the transaction. If
applicable, discuss compliance.
d. Indicate applicability of state-imposed deposit caps, if
any. If applicable, discuss compliance.
Provide a written representation that the application
meets the filing requirements of the states involves in the
transaction.
Discuss compliance with R-N deposit concentration
limits, specifically:
Indicate applicability of R-N deposit limits to the
transaction (e.g. indicate whether these are
affiliated institutions or whether the applicant
has a branch in the state of the target(s).
If R-N deposit limits apply, discuss compliance.
e. Address whether:
a. Each bank involved in the transaction is
adequately capitalized on the date of filing
b. The resultant institution will be well capitalized
and well managed upon consummation of the
transaction.
f.
Discuss compliance with the CRA requirement of R-N.
g. Discuss permissibility of retention of the target’s main
office and branches.
h. Discuss any other restrictions that the host states seek
to apply (including state antitrust restrictions).

If a nonaffiliate transaction, the aApplicant also must reply
to items 1265 through 1487.
1652. Discuss the effects of the proposed transaction on existing
competition in the relevant geographic market(s) where the
aApplicant and t h e t Target iInstitution operate. The aApplicant
should con- tact the appropriateresponsible regulatory agency
for specific instructions to complete the competitive analysis.
1763. 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
transaction under 12 U.S.C. § 1828(c)(1)) to mitigate
competitive effects, discuss the timing, purchaser, and other
specific information.
1874. Describe any management interlocking relationships
(12U.S.C. §§ 3201-3208) that currently exist or would exist
follow- ing consummation. Include a discussion of the
permissibility of the interlock with regard to relevant laws and
regulations.

140. List all offices of the applicant or target 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 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.2
154. As a result of this transaction, if the aApplicant 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 the company.
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.

2

Please designate branch consolidations as those terms are
used in the Joint Policy Statement on Branch Closings, 64 FR

34844 (June 29, 1999).

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Interagency Bank Merger Act Application-continued

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 r e s p o n s i b l e
r e g u l a t o r y 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 appropriateresponsible federal bankingregulatory 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 Ffederal banking agency or of the United States.

Signed this

------Day

day of

----- Month -----

Year

by
Signature of Authorized Oflicer 1

Applicant

Print or Type Name

Title

by
Target Institution

Signature of Authorized Oflicer 1

Print or Type Name

Title

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

07/2011

FR 2070
Page 7 of 9

Supplement to Interagency Bank Merger Act Application

Comptroller of the Currency
All OCC aApplicants 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.

2017. 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.

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.F
19.a. 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.
b. 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.

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FR 2070
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Supplement to Interagency Bank Merger Act Application-Continued

Federal Reserve System
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 65 need not be provided by the
tTarget iInstitution. FRB aApplicants should modify their
Certification accordingly.
In addition, all FRB Applicants should provide the following
supplemental information with their application:
.

18. Provide asset quality ratios (with relevant calculations) for each
of the actual and pro forma balance sheets of the Applicant (on a
consolidated basis) and for the resulting merged bank. The asset
quality ratios should include the following:
a. A focus on two separate elements: (i) criticized and classified
assets, comprised of the separate categories of OAEM,
substandard, doubtful, and loss (with relevant components of
OREO separately identified in each category), and (ii)
nonperforming assets, comprised of the separate categories of
nonaccrual loans, restructured loans in compliance with their
terms, OREO, and other repossessed assets. Also separately
provide the category of loans 90 days past-due (to the extent
known).
b.

20. For any existing or proposed principal of the Applicant that is also
a principal of any other depository institution or depository
institution holding company provide the following information:
(including changes or additions to this list to reflect consummation
of the transaction).3
a. Name, address, and title or position with Applicant and any
other depository institution or depository institution holding
company (give the name and location of the other depository
institution or depository institution holding company;
b. Number and percentage of each class of shares of Applicant
owned, controlled, or held with the power to vote by this
individual;4
c. Principal occupation if other than with Applicant; and
d. Percentage of direct or indirect ownership held in the other
depository institution or depository holding company if such
ownership represents 10 percent or more of any class of
shares.
21. Indicate whether the applicant’s investment in bank premises in
establishing or retaining the branches following consummation of
the transaction is consistent with Section 208.21 of the Board’s
Regulation H.

With respect to the pro forma financial statements of the
Applicant and the merged bank, indicate the level of (i)
criticized and classified assets, (ii) nonperforming assets, and
(iii) loans 90 days past-due that may be affected by the
purchase accounting adjustments and other known events. To
the extent not explained elsewhere discuss the basis and
justification for such adjustments.

c. The breakdown provided for criticized and classified assets
should include all affected assets on the balance sheet, not just
loans.
d. Confirm that no off-balance sheet reserve or other credit marks
are included in the loan loss reserve calculations presented in
connection with the proposed transaction.
19. If the pro forma consolidated assets of Applicant's parent
holding company are less than $1 billion 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 that
clearly demonstrate the ability to reduce the long-term debt- toequity ratio to 30 percent or less within 12 years of
consummation.
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 the
outstanding shares of any class; (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 Aapplicant believes that any such individual should
not be regarded as a principal, the aApplicant should so indicate and give

reasons for such opinion.
4 Include shares owned, controlled or held with the 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 of trustees, nominees, or in street
names.

0712011

FR 2070
Page 9 o f 9

Supplement to Interagency Bank Merger Act Application-continued

Federal Deposit Insurance Corporation
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.

All FDIC aApplicants should provide the following
supplemental information with their application:
2215. This section supplements question 162 of the Interagency
Bank Merger Act Application for transactions between nonaffiliated
par- ties. 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 www. fdic.gov/regulations/laws/rules/index.htmI.

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 t r a n s a c t i o n may practically turn for
alternative sources of banking services.
a. Prepare schedules for the aApplicant Institution and tTarget
iInstitution showing the total number of accounts and total
dollar volume of deposits32 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 aApplicant
iInstitution is a multi-office institution, the aApplicant iInstitution
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 information,

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

(ii) Target iInstitution 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 (www2.fdic.gov/
sod/index.asp); and distance and general direction from
the nearest office of the aApplicant and tTarget iInstitution.
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 nondepository 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.

32. 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).

07/2011