New 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
DRAFT 3/22/18

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)(1) of the BHC Act by any United States
corporation, partnership, business trust, association,
any other trust that does not terminate within twentyfive 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;
• 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
• section 3(a)(5) of the BHC Act for the merger or
consolidation of bank holding companies.
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.
the a
Form FR Y-3N should be used for notifications filed
under:
FR Y-3
General Instructions April 2008

and other pages

February 2018

• 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.
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 case, 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.

s

An a

Preparation of Application

also

For relevant filing information, Applicants should consult the Board’s Regulation Y (12 CFR Part 225), a copy
of which is available on the Board’s public website
at www.federalreserve.gov/regulations/ or from any
Reserve Bank. Additional filing information is available
on the Board’s public website at www.federalreserve.gov/ An a
generalinfo/applications/afi/. If requested by Applicant,
Federal Reserve staff will review draft materials before
the filing of a formal application. FN may submit a pre-filing
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
Applicant 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
FNSee

SR letter 12-12 on the Board's public website.
GEN-1

Applicants are strongly encouraged to submit their
General Instructions
applications electronically through the Federal Reserve

In order to be considered
properly filed in accordance
with the requirements of the
BHC Act, the

System's web-based application E-Apps
(www.federalreserve.gov/bankinforeg/eapps.htm).FN
Additional information on E-Apps may be found on the
Board's public website.

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.
The required application is to be filed by submitting the
information requested in this form to the appropriate
Reserve Bank. Alternative formats, if used, must provide
all requested information. The application must be substantially complete and responsive to each item of information requested (including an indication that the answer
is ‘‘not applicable’’ or ‘‘none’’ where such is the case) in
order to be considered properly filed in accordance with
the requirements of the BHC Act.
if
The appropriate Reserve Bank, within the established
time limitations, will review the submitted application
to determine if it is substantially complete. If so, an
acknowledgement letter will be sent indicating the date
that the application has been formally accepted for
processing. If not, the application will be returned to the
Applicant. As necessary to complete the record of the
application, a request for additional information will
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.
considered complete
The Federal Reserve specifically reserves the right to
require the filing of additional statements and information. 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 Applicant seeks to become a financial holding company in connection with the proposed transaction, it must

section 4(l) of the BHC Act and

submit the necessary written declaration as part of the FR
Y-3 filing. The declaration must conform to Regulation Y (sections 225.81 and 225.82, or sections 225.90,
225.91, and 225.92, as appropriate). Applicant should
contact the appropriate Reserve Bank for further
information.
and the Board's public website
applicant is

If the proposal involves a financial holding company that
is seeking to acquire a depository institution that is not
well capitalized or well managed, 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 Applicant to address the
financial and/or managerial deficiencies of the depository
institution, and any limitations on the activities of Applicant until those deficiencies are satisfactorily addressed.
to this form

the application is
considered complete

Foreign Organizations
If Applicant is organized under the laws of a foreign
the applicant
is the
organized
the laws
a foreign country
countryIf and
is seeking
initial under
acquisition
of aofdomesand Applicant
is seeking tomust
acquire
a UnitedApplication
States bank or
tic bank,
complete
forbank
a holding
the applicant must complete the form FR Y-3F (OMB
Foreigncompany,
Organization
to Acquire a U.S. Bank or Bank
No. 7100-0119, Application for a Foreign Organization to Acquire
Holding
Company (FR Y-3F OMB No. 7100–0119)
a U.S. Bank or Bank Holding Company) instead of this form.
instead of this form.

Nonbanking Investments and Activities
Certain additional information is required if 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 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.)

GEN-2
FNThe

For "A" in Applicant
crossed out, change to
"the a"

application may alternatively be submitted in paper form.

Engaging in nonbanking acquisitions
pursuant to expedited General
actionInstructions
under
section 225.23 of Regulation Y is not
appropriate.

FR Y-3
April 2008

General Instructions

Publication Requirement
For applications filed pursuant to section 3 of the BHC
Act, 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
Applicant, the notice in the Federal Register may be
published up to no more than 15 calendar days before the
application is filed.
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)
(Name and location of head offıce) 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 offıce). We intend to acquire
control of (name of bank and location of head offıce;
include name and location of savings association or
other nonbank insured depository institution, if any). The
Federal Reserve considers a number of factors in deciding whether to approve the application, including the
record of performance of banks we own in helping to
meet local credit needs.
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
FR Y-3
General Instructions April 2008

For "A" in Applicant
crossed out, change to "the
a" or "The a".

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 Reserve Bank contact and telephone number). The Federal Reserve will
consider your comments and any request for a public
meeting or formal hearing on the application if they are
received in writing by the Reserve Bank on or before the
last day of the comment period.

Confidentiality
Under the provisions of the Freedom of Information Act
(the ‘‘FOIA’’ – 5 U.S.C. 552), the application is a public
document and available to the public upon request. Once
submitted, an application becomes a record of the Board
and may be requested by any member of the public.
Board records generally must be disclosed unless they
are determined to fall, in whole or in part, within the
scope of one or more of the FOIA exemptions from
disclosure. See 5 U.S.C. 552(b)(l)-(9).
The exempt categories include (but are not limited to)
‘‘trade secrets and commercial or financial information
obtained from a person and privileged or confidential’’
(exemption 4), and information that, if disclosed, ‘‘would
constitute a clearly unwarranted invasion of personal
privacy’’ (exemption 6). Applicant may request confidential treatment for any information submitted in (or in
connection with) its application that Applicant believes is
exempt from disclosure under the FOIA. For example, if
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
GEN-3

General Instructions
For "A" in Applicant
crossed out, change to
"The a" or "the a"

application (or related submissions) for which confidential treatment is requested. Applicant’s reasons for requesting confidentiality must specifically describe the harm
that would result from public release of the information.
A statement simply indicating that the information would
result in competitive harm or that it is personal in nature
is not sufficient. (A claim that disclosure would violate
the law or policy of a foreign country is not, in and of
itself, sufficient to exempt information from disclosure.
Applicant must demonstrate that disclosure would fall
within the scope of one or more of the FOIA exemptions
from disclosure.) Applicant must follow the steps outlined immediately below, and certify in the application
(or related submissions) that these steps have been
followed.

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.

addressing such requests, consult the Board’s Rules
Regarding Availability of Information, 12 CFR part 261,
including 12 CFR 261.15, which governs requests for
confidential treatment.

Newly-Chartered or Converting Bank
If a proposed new operating bank or a charter conversion
is involved, 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.

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 ‘‘CONFI- an a
DENTIAL.’’
Supporting
With respect to applications that include information
regarding an individual or individuals associated with the
proposed transaction, the Board expects Applicant to
certify that it has obtained the consent of the individual(s)
to public release of such information prior to its submission to the Board or, in the absence of such consent, to
submit (or ensure that the individual(s) submit(s)) a
timely request for confidential treatment of the information in accordance with these instructions. Information
submitted directly by an individual or individuals will
become part of the relevant application record, and,
accordingly, will be a Board record subject to being
requested by any member of the public under FOIA.
The Federal Reserve will determine whether information
submitted as confidential will be so regarded, and will
advise Applicant of any decision to make available to the
public information labeled ‘‘CONFIDENTIAL.’’ However, it shall be understood that, without prior notice to
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
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.
For further information on the procedures for requesting
confidential treatment and the Board’s procedures for
GEN-4

that meets

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 Applicant’s presentation. Applicant bears the full
burden for presenting and documenting a case to meet the
statutory criteria for approval. Supporting information
for any or all factors, setting forth the basis for Applicant’s judgment, may accompany the application.

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

Requested Information
Proposed Transaction
2 1. Provide the following with respect to the Bank/Bank

Holding Company to be acquired:
a. Total number of shares of each class of stock
outstanding;
b. Number of shares of each class now owned or
under option by Applicant, by subsidiaries of
FR Y-3
General Instructions April 2008

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

General Instructions
For "A" in Applicant
crossed out, change to
"the a"
6

Applicant, by principals of Applicant,1 by trustees for the benefit of Applicant, its subsidiaries,
shareholders, and employees as a class, or by an
escrow arrangement instituted by Applicant;

The pro forma balance sheet should reflect the
adjustments required under business combination and
fair value accounting standards.

4. 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 Applicant’s percentage of ownership
of all banks and companies, both domestic and
foreign, in which it directly or indirectly will own or
control more than 5 percent of the outstanding
voting shares.

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;

an a

d. Number of shares of each class to be acquired by
exchange of stock, the exchange ratio, and the
number and description of each class of Applicant’s shares to be exchanged; and

A

3

Financial and Managerial Information
7

e. A brief description of any unusual contractual
terms, especially those terms not disclosed
elsewhere in the application. Also, provide the
expiration dates of any contractual arrangement
between the parties involved in this application.
As an alternative to developing the foregoing
information, provide a copy of the purchase,
operating, or other agreements associated with
the proposed transaction.
shareholder, trust
2. If the proposed transaction is an acquisition of assets
and assumption of liabilities, indicate the total price
and the source of funds that Applicant intends to use
for the proposed purchase, and discuss the effect of
the transaction on the operations of Applicant.

3A 3. If the proposed transaction involves the acquisition
of an unaffiliated banking operation or otherwise
to be
represents a change in ownership of established
renumbered
banking operations, describe briefly the due diligence review conducted on the target operations by
Applicant. Indicate the scope of and resources committed to the review, explain any significant adverse
fidings, and describe the corrective action(s) to be
taken to address those weaknesses.

5. a. For Applicant that is not or would not be subject
to consolidated capital standards following consummation of the proposed transaction,2 provide
a parent company balance sheet as of the end of
the most recent fiscal quarter, showing separately
each principal group of assets, liabilities, and
and a capital accounts; debit and credit adjustments
(explained by footnotes) reflecting the proposed
transaction; and the resulting pro forma balance
sheet;
detailed
b. For an applicant that is or would be subject to
consolidated capital standards following consummation of the proposed transaction,3 provide parent company and consolidated balance sheets as
of the end of the most recent fiscal quarter,
showing separately each principal group of assets,
liabilities, and capital accounts; debit and credit
adjustments (explained by footnotes) reflecting
the proposed transaction; and the resulting pro
forma balance sheets; and
The balance sheets provided in response to a and b
should be in sufficient detail to reflect any:
• Common equity and preferred stock;
• Trust preferred securities andOther
other qualifying capital;
• Long —and short–term debt;

1. 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 Applicant believes that any such individual should not be regarded
as a principal, Applicant should so indicate and give reasons for such
opinion.

any class of voting securities or other
voting equity interest of the entity

FR Y-3
General Instructions April 2008

1 billion

2. 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 inasmuch as the company or similar
organization would report consolidated assets of less than $500 million,
and would not either engage in a leveraged nonbank activity, conduct
significant off-balance sheet activities, or issue publicly held debt.
3. 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.

The financial information provided should be
prepared in accordance with GAAP, and
GEN-5
FN1 Other qualifying capital includes, but is not limited to,

trust preferred securities.

FN1

For "A" in Applicant
crossed out, change to
"the a"

c. Provide a broad
discussion on the
General
Instructions
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.

requirements under
Regulation Q (12
CFR part 217)

• Goodwill and all other types of intangible assets, as
well as any relevant amortization period(s);

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.
S specify the amount, purpose, name and location

• Material changes between the date of the balance sheet
and the date of the application (explained by foota
notes).
c. For an Applicant that is or would be subject to
consolidated capital standards following consummantion of the proposed transaction, provide a
breakdown of the organization’s existing and pro
b.
forma risk-adjusted assets as of the end of the
most recent fiscal quarter, showing each principal
weighted
group of on- and off-balance sheet assets and the
relevant risk-weight. Also, identify the existing
common equity and pro forma components of tier 1, tier 2, and
tier 1, additional tier 3 (if any) capital pursuant to the risk-based
tier 1 and tier 2 capital guidelines as of the end of the most recent
fiscal quarter, and provide calculations of Applicapital adequacycant’s existing and pro forma tier 1 and total
capital ratios pursuant to the risk-based guideregulations
lines and the related leverage ratios.
other obligations
In applications filed pursuant to section 3(a)(1) of the
BHC Act, if the application involves the transfer of
ownership of Bank from one control group to another at
the time of formation, then Applicant’s carrying value for
the shares of Bank would be the purchase price. If the
application involves the transfer of ownership of Bank
from individual to corporate form (a reorganization of
existing ownership interests), then Applicant’s carrying
value for the shares of Bank should be the historical cost
to the exchanging shareholders plus the proportionate
interest in any undistributed earnings of Bank from the
date those shares were acquired by the exchanging
shareholders. (Bank’s valuation reserves are not included
in these computations.) If historical cost plus undistributed earnings cannot reasonably be determined, then
present book value should be assigned to the shares of
Bank as carrying value. The computation of carrying
value should be explained by footnotes.
8

9

6. Provide for 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, trust preferred securities, other
qualifying capital, and/or debt. As relevant,
GEN-6

of the issuer and/or lender; provide a copy of any
loan agreement, loan commitment letter from the
lender, or other underlying agreement which provides the interest rate, maturity, collateral, and
proposed amortization schedule; and discuss what
resources would be used to service any debt or
capital instruments arising from the proposed
transaction; and
Cash flow projections under the following limited circumstances; a
(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 or trust preferred securities in the proposal such that parent
company long-term 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 Applicant projects
that dividends or other payments from subsidiary banks will be used to service parent company debt and/or trust preferred securities, provide projections of subsidiary bank(s) assets,
tier 1 and total capital ratios pursuant to the
risk-based capital guidelines, leverage ratio,
earnings, and dividends. (If the combined assets
of the subsidiary banks exceed $500 million,
subsidiary bank data may be shown on an
aggregate basis.);
$1 billion
a

(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
trust preferred securities in the proposal such
FN1
that parent company long-term debt would
exceed 30 percent of parent company equity
capital, provide cash flow projections for the
parent company for each of the next twelve
years, along with supporting schedules for
each material cash receipt and disbursement.
These projections must clearly demonstrate the
ability of the parent company to reduce the
long-term debt to equity ratio to 30 percent or
less within twelve years of consummation and

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) pursuant to the capital adequacy regulations.

FR Y-3
any debt issued/
General Instructions April 2008

FN1Including

incurred by nonbanking subsidiaries,
such as trust preferred securities.

General Instructions

For "A" in Applicant
crossed out, change to
"the a"

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 details;
and
the applicant or the Bank

earnings, dividends, and other payments to
affiliates, as well as common equity tier 1 capital,
tier 1 capital, total capital and leverage ratios

must take into account the schedule of principal reduction required by the parent company’s
creditor(s). Include projections of subsidiary
bank(s) assets, tier 1 and total capital ratios
pursuant to the risk-based capital guidelines,
leverage ratio, earnings, dividends, and other
payments to affiliates. Explain the methods and
assumptions utilized in the projections, and
support all assumptions which deviate from
historical performance.
c.(iii)
If the
transaction
results
in a not be
Forproposed
an Applicant
that is not
or would
change
in ownership
of the capital
company
(e.g., due
subject
to consolidated
standards
folto anlowing
exchange
of stock), provide
a currenttransand
consummation
of the proposed
pro forma
list. incur or assume any
action shareholders
and that would
d. Ifdebt
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or trusttransaction
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in theinprowhole,
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posal
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current
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raising
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of parent
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and comProvide
copies
of the
prospectus,
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bined
parent
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long-term
debt and
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memorandum,
and would
other documents
trust preferred
securities
exceed 30
associated
capital
raise. equity
In addition,
percent with
of the
parent
company
capital,
provide
copies
of any
commitments,
provide
cash
flowstock
projections
for the parent
subscription
escrow
companyagreements,
for each of orthe
next account
three years,
statements
evidencing
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along with
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disbursement.
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pany
projects
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payments from bank subsidiaries to service its
debt and trust preferred securities.
10

d. Principal occupation if other than with Applicant
or Bank; and
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.5 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 Applicant
has reason to believe that such information is
incorrect.) ;

g

f. For any principal that would own 10 percent or
more of the equity of Applicant, provide an
Interagency Biographical and Financial Report.
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.

11 8. For applications filed pursuant to sections 3(a)(3) or

7. For applications filed pursuant to section 3(a)(1) of
the BHC Act, provide for Applicant and 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:
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;
the applicant and the Bank

3(a)(5) of the BHC Act, list any changes in management or other principal relationships for Applicant
and any other Bank(s)/Bank Holding Company(ies)
that would result from the proposal. For any existing
or proposed principal of Applicant or Bank/Bank
Holding Company that is also a principal of any
other depository institution or depository institution
holding company, provide the following information:
any
the
a. Name, address, and title or position with Applicant, Bank/Bank Holding Company, and the 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 and Bank/Bank Holding Company

b. Title or positions with Applicant and Bank;
c. Number and percentage of each class of shares of
Applicant and Bank owned, controlled, or held
with power to vote by this individual; 4
4. Include shares owned, controlled or held with power to vote by
FR Y-3
General Instructions March 2011

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.
5. 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.

GEN-7

13. Describe any litigation or investigation by local, state,
or federal authorities involving the applicant or any of its
subsidiaries or the target or any of its subsidiaries that is
currently pending or was resolved within the last two years.

For "A" in Applicant
crossed out, change to "the
a" or "The a".

General Instructions
e. For any new (to applicant) principal shareholders,
directors, or senior executive officer, provide an IBFR
including completion of all required financial information.

owned, controlled, or held with power to vote by
this individual;6
c. Principal occupation if other than with Applicant
or Bank/Bank Holding Company; and
d. Percentage of direct or indirect ownership held
in the other depository institution or depository
institution holding company if such ownership
represents 10 percent of more of any class of
shares. (Information that has been collected or
updated within the past 12 months may be submitted, unless Applicant has reason to believe
that such information is incorrect.) ; and
9. Discuss any material change in the financial condition of Bank/Bank Holding Company since the most
recent examination/inspection. Indicate the amount
of any dividend payment by Bank/Bank Holding
Company since the date of the most recent report of
condition and report of income and dividends. Also,
indicate the amount of any Bank/Bank Holding
Company dividends that are planned prior to consummation. For applications filed pursuant to section 3(a)(1) of the BHC Act, provide for Bank a copy
of all schedules from the most recent report of
condition and report of income and dividends as
filed with a Federal supervisory authority.

the applicant or the Bank

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.)
14 and 15

Competition

If the subject transaction is a bank holding company
formation involving only one bank or an application 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 11 and 12 is
not required. Otherwise, Applicant should contact the
12 10. If the consolidated assets of the resulting organizaappropriate Reserve Bank to determine whether a response
tion are less than $500 million, for each principal of
$1 billion
to items 11 and 12 will be necessary. If a response is
Applicant who either would retain personal indebtrequired, Applicant should obtain a preliminary definiedness or act as guarantor for any debt that was
tion of the relevant banking markets from the appropriate
incurred in the acquisition of shares of Applicant or
Reserve Bank. If Applicant disagrees with the Reserve
Bank/Bank Holding Company, provide the followthe Bank’s preliminary definition of the banking market(s), it
ing:
may in addition to supplying the information requested
a. Name of borrower and title, position, or other
on the basis of the Reserve Bank’s definition of the
designation that makes the borrower a principal
banking market(s), include its own definition of the
of Applicant;
banking market(s), with supportive data, and answer the
questions based on its definition. If later analysis leads
b. Amount of personal indebtedness to be retained;
Federal Reserve staff to alter the preliminary definition
c. A description of the terms of the borrowing, the
provided, Applicant will be so informed.
name and location of the lender, and a copy of
11. Discuss the effects of the proposed transaction on
any related loan agreement or loan commitment
competition considering the structural criteria speciletter from the lender;
14 fied in the Board’s Rules Regarding Delegation of
d. Statement of net worth as of a date within three
Authority (section 265.11c(11)(v)). Applicant may
months of Applicant’s final filing of the applicabe required to provide additional information if
tion. The statement of net worth should be in
Federal Reserve staff determines that the proposal
exceeds existing competitive guidelines. Also, if
6. As defined in footnote number 4.
divestiture of all or any portion of any bank or
GEN-8

FR Y-3
General Instructions March 2011

General Instructions

nonbanking company constitutes part of this proposal, discuss in detail the specifics and timing of
such divestiture.
15 12. If the proposal involves the acquisition of nonbank

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 Applicant’s and Bank’s
direct or indirect subsidiaries that engage in the
proposed activity(ies);
the
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.
In addition, Applicant should identify any other
nonbank operations to be acquired, with brief
descriptions of the activities provided.
16

13. In an application in which any principal of Applicant
or Bank/Bank Holding Company is also a principal
of any other insured depository institution or depository institution holding company, give the name and
location of each office of such other institution that is
located within the relevant banking market of Bank/

For "A" in Applicant crossed
out, change to "the a"

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
14. a. Describe how the proposal would meet the convenience and needs of the target Bank’s community(ies). List any significant changes in services
or products that would result from the consummation of the transaction. If any services or products
would be discontinued, describe and explain the
reasons.
b. Discuss the programs, products, and activities of
the depository subsidiaries of Applicant or the
target Bank that would 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 low- and moderate-income geographies and
individuals. For a subsidiary of Applicant or
target Bank 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 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 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.

Insert A
the Bank/Bank Holding Company

Insert B
Insert C

FR Y-3
General Instructions March 2011

GEN-9

INSERT A
Convenience and Needs
17.

18.

Describe how the proposal would assist in meeting the convenience and needs of the community(ies) to
be served, including, but not limited to, the following:
a.

Summarize efforts undertaken or contemplated by the applicant to ascertain and address the needs
of the community(ies) to be served, including community outreach activities, as a result of the
proposal.

b.

For the combining institutions, list any significant anticipated changes in services or products
offered by the depository subsidiary (ies) of the applicant or target that would result from the consummation
of the transaction.

c.

To the extent that any products or services of the depository subsidiary (ies) of the applicant or
target would be offered in replacement of any products or services to be discontinued, indicate
what these are and how they would assist in meeting the convenience and needs of the communities
affected by the transaction.

d.

Discuss any enhancements in products or services expected to result from the transaction.

Describe how the applicant and resultant institution, including its depository subsidiary (ies) would
assist in meeting the existing and anticipated 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 moderate-income geographies and individuals. This discussion should include, but not
necessarily be limited to, a description of the following:
a.
b.
c.
d.

19.

1

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.
The anticipated CRA assessment areas of the depository subsidiary(ies) of the resultant institution. If
assessment areas of the depository subsidiary(ies) of the resultant institution would not include
any portion of the current assessment area of that subsidiary, describe the excluded areas.
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 non-MSA portion of a state in which the applicant
is expanding as a result of the transaction, describe the specific actions, if any, that have been
taken to address the deficiencies in the institution’s CRA performance record since the rating.

List all offices of the depository subsidiary (ies) of the applicant or target that (a) will be established
or retained as branches, including the main office, of the target’s depository subsidiary (ies), (b) are
approved but unopened branch(es) of the target’s depository subsidiary (ies), including the date the
current federal and state agencies granted approval(s), and (c) are existing branches that will be closed
or consolidated as a result of the proposal (to the extent the information is available) and indicate the
effect on the branch customers served. For each branch, list the popular name, street address, city,
county, state, and zip code specifying any that are in low- and moderate-income geographies.1

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

Insert B
20. 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-N. If subject to these provisions, please provide the following information:
a.
b.

c.
d.
e.

f.
g.
h.

Identify any host states involved with this transaction that require the target to be in operation for a minimum
number of years and discuss compliance with the R-N age requirement (12 U.S.C. § 1831u(a)(5)).
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 of the resultant host state(s).
Indicate applicability of R-N nationwide and statewide deposit concentration limits to the transaction. If applicable,
discuss compliance.
Indicate applicability of state-imposed deposit caps, if any. If applicable, discuss compliance.
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 transaction.
Discuss compliance with the CRA requirement of R-N.
Discuss permissibility of retention of the target’s main office and branches.
Discuss any other restrictions that the host states seek to apply (including state antitrust restrictions).

Insert C
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:
21. 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.
22. 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).
Acquirer
Short-term funding (e.g., in repos, fed funds)
Underwriting services (e.g., equity, corporate bonds,
commercial paper, ABS)
Trading activities (e.g., equity, corporate bonds,
derivatives)
Payments, clearing, settlement, and custody services
Prime brokerage
Securities lending
Corporate trust
Correspondent banking
Wealth management
Insurance (including reinsurance)

Target