Reporting FR Y-3 Existing BHCs

INSTRUCTIONS FOR PREPARATION OF

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

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

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

DRAFT

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

In some cases, a bank holding company acquisition
may result in a person or group of persons acquiring
control of the bank holding company for purposes of
the Change in Bank Control Act (“CIBC Act”). In
such cases, the qualifications for a regulatory exemption from the notice requirements of the CIBC Act
may be fulfilled by providing, as part of the application
under section 225.15 of Regulation Y, information
required under paragraph (6)(A) of the CIBC Act
(12 U.S.C. § 1817(j)(6)(A)) as well as any financial or
other information required by the Reserve Bank under
section 225.43 of Regulation Y. A person or group of
persons that chooses not to provide this information as
part of the application under section 225.15 of Regulation Y must separately comply with the prior notice
requirements of the CIBC Act.

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

Preparation of Application

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

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

An applicant should consult the Board’s Regulation Y
(12 CFR Part 225), a copy of which is available on the
Board’s public website or from any Reserve Bank.
Additional filing information is also available on the
Board’s public website. An applicant may submit a
pre-filing before filing a formal application.1
Inquiries regarding the preparation and filing of applications should be directed to the Reserve Bank of the
Federal Reserve district in which the head office of the
applicant or its sole or principal banking subsidiary
1. See SR letter 12-12 on the Board’s public website.

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General Instructions

either will be or is currently located (i.e., where the
senior executives of the consolidated banking organization are located and overall strategic direction is
established) (the “appropriate Reserve Bank”). Applicants are encouraged to contact Federal Reserve staff
as soon as possible for assistance in identifying the specific type of information that should be provided in the
application (particularly information related to convenience and needs or competitive considerations,
including management official interlocks subject to
Regulation L (12 CFR Part 212)) and to determine
whether an examination of the bank(s) to be acquired
will be required in connection with the proposed
transaction.
The application is to be filed by submitting the information requested in this form to the appropriate
Reserve Bank. Applicants are strongly encouraged to
submit their applications electronically through the
Federal Reserve System’s web-based application
E-Apps (www.federalreserve.gov/bankinforeg/
eapps.htm).2 Additional information on E-Apps may
be found on the Board’s public website. Alternative
formats to this form, if used, must provide all
requested information. In order to be considered properly filed in accordance with the requirements of the
BHC Act, 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” if such is the case).

If any information initially furnished in the application
changes significantly during processing of the application, these changes should be communicated promptly
to the appropriate Reserve Bank.

Financial Holding Companies
If the applicant seeks to become a financial holding
company in connection with the proposed transaction,
it must submit the necessary written declaration as part
of the FR Y-3 filing. The declaration must conform to
section 4(l) of the BHC Act and Regulation Y (sections
225.81 and 225.82, as appropriate). The applicant
should contact the appropriate Reserve Bank and the
Board’s public website for further information.
If the applicant is a financial holding company that is
seeking to acquire a depository institution that is not
well capitalized or well managed, the applicant must
contact the appropriate Reserve Bank regarding the
development and execution of an agreement under
section 4(m) of the BHC Act acceptable to the Board.
The agreement will outline the actions to be taken by
the applicant to address the financial and/or managerial deficiencies of the depository institution, and any
limitations on the activities of the applicant until those
deficiencies are satisfactorily addressed.

DRAFT

The appropriate Reserve Bank will review the submitted application to determine if it is substantially complete. If the application is considered complete, an
acknowledgement letter will be sent indicating the date
that the application has been formally accepted for
processing. If not considered complete, the application
will be returned to the applicant. As necessary to complete the record, a request for additional information
may be sent to the contact person named in the application. Under certain circumstances, name check and
financial information related to individuals involved in
a proposed transaction may be required. Such
information for individuals should be submitted on
the Interagency Biographical and Financial Report
(FR 2081c; OMB No. 7100-0134), and may be submitted in advance of the application. Contact the appropriate Reserve Bank for further information.
2. The application may alternatively be submitted in paper form.

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

Nonbanking Investments and Activities
Certain additional information is required if the applicant intends to acquire nonbanking operations, including a savings association or other nonbank insured
depository institution, in connection with the proposed transaction. Any nonbanking investments or
activities that are to be acquired under the authority of
sections 4(c)(8) and 4(j) of the BHC Act require the
prior approval of the Board and a companion FR Y-4
notification. (See section 225.28 of Regulation Y for a
listing of permissible nonbanking activities approved
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General Instructions

by regulation and section 225.24 of Regulation Y for
the procedures to engage in those nonbanking activities.) Any nonbanking operations that are to be
acquired under other provisions within section 4 of the
BHC Act and that do not require the prior approval of
the Board should be identified separately with relevant
authorities cited. (See sections 225.22, 225.86 and
225.170 of Regulation Y for activities and
investments that generally do not require the prior
approval of the Board. Engaging in nonbanking
acquisitions pursuant to expedited action under
section 225.23 of Regulation Y is not appropriate.)

Publication Requirement
For applications filed pursuant to section 3 of the
BHC Act, the applicant should publish a notice in a
newspaper of general circulation in the community(ies)
in which the head offices of the applicant bank holding
company, its largest subsidiary bank, and each bank to
be directly or indirectly acquired is located. The newspaper notice should provide opportunity for the public
to submit written comments on the proposal for at
least 30 calendar days after the date of publication, and
must be published no more than 15 calendar days
before and no later than 7 calendar days after the date
that the application is filed with the appropriate
Reserve Bank. The Board will publish notice of the
proposal in the Federal Register upon receipt of the
application. On written request by the applicant, the
notice in the Federal Register may be published up to
no more than 15 calendar days before the application is
filed.

(Name and location of head office) intends to apply to
the Federal Reserve Board for permission to (form a
bank holding company with respect to) (acquire a
bank,) (acquire/merge with another bank holding company,) (name and location of head office).We intend to
acquire control of (name of bank and location of head
office; include name and location of savings association
or other nonbank insured depository institution, if any) .
The Federal Reserve considers a number of factors in
deciding whether to approve the application, including
the record of performance of banks we own in helping
to meet local credit needs.
You are invited to submit comments in writing on this
application to the Federal Reserve Bank of
,
(address of appropriate Reserve Bank). The comment
period will not end before (date must be no less than
30 days from the date of publication of the application)
and may be somewhat longer. The Board’s procedures
for processing applications may be found at 12 C.F.R.
Part 262. Procedures for processing protested applications may be found at 12 C.F.R. 262.25. To obtain a
copy of the Federal Reserve Board’s procedures, or if
you need more information about how to submit your
comments on the application, contact (name of
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.

DRAFT

The applicant should consult with the appropriate
Reserve Bank or the Board’s public website for the
specific publication format used at that Reserve Bank.
A copy of the newspaper notice publication must be
provided to the appropriate Reserve Bank, as required
by Section 262.3(b) of the Board’s Rules of Procedure.
The following is a sample notice:
Notice of Application for
(Formation of Bank Holding Company) or
(Acquisition of a Bank or
Bank Holding Company by a Bank Holding Company)
or
(Merger of Bank Holding Companies)
FR Y-3

Confidentiality
Under the provisions of the Freedom of Information
Act ( “FOIA” – 5 U.S.C. 552), the application is a
public document and available to the public upon
request. Once submitted, an application becomes a
record of the Board and may be requested by any
member of the public. Board records generally must be
disclosed unless they are determined to fall, in whole or
in part, within the scope of one or more of the FOIA
exemptions from disclosure. See 5 U.S.C. 552(b)(l)-(9).
The exempt categories include (but are not limited to)
“trade secrets and commercial or financial information
obtained from a person and privileged or confidential”
(exemption 4), and information that, if disclosed,
“would constitute a clearly unwarranted invasion of
personal privacy” (exemption 6). The applicant may
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request confidential treatment for any information
submitted in (or in connection with) its application
that the applicant believes is exempt from disclosure
under the FOIA. For example, if the applicant is of the
opinion that disclosure of commercial or financial
information would likely result in substantial harm to
its competitive position or that of its subsidiaries, or
that disclosure of information of a personal nature
would result in a clearly unwarranted invasion of personal privacy, confidential treatment of such information may be requested.
The request for confidential treatment must be submitted in writing concurrently with the filing of the application (or subsequent related submissions), and must
discuss in detail the justification for confidential treatment. Such justification must be provided for each portion of the application (or related submissions) for
which confidential treatment is requested. The applicant’s reasons for requesting confidentiality must specifically describe the harm that would result from public release of the information. A statement simply
indicating that the information would result in competitive harm or that it is personal in nature is not sufficient. (A claim that disclosure would violate the law or
policy of a foreign country is not, in and of itself, sufficient to exempt information from disclosure. The
applicant must demonstrate that disclosure would fall
within the scope of one or more of the FOIA exemptions from disclosure.) The applicant must follow the
steps outlined immediately below, and certify in the
application (or related submissions) that these steps
have been followed.

individual or individuals will become part of the relevant application record, and, accordingly, will be a
Board record subject to being requested by any member of the public under FOIA.
The Federal Reserve will determine whether information submitted as confidential will be so regarded, and
will advise the applicant of any decision to make available to the public information labeled “CONFIDENTIAL.” However, it shall be understood that, without
prior notice to the applicant, the Board may disclose or
comment on any of the contents of the application in
the Order or Statement issued by the Board in connection with its decision on the application. The Board’s
staff normally will apprise the applicant in the course
of the review process that such information may need
to be disclosed in connection with the Board’s action
on the application.

DRAFT

Information for which confidential treatment is
requested should be: (1) specifically identified in the
public portion of the application (by reference to the
confidential section); (2) separately bound; and
(3) labeled “CONFIDENTIAL.”
With respect to applications that include information
regarding an individual or individuals associated with
the proposed transaction, the Board expects the applicant to certify that it has obtained the consent of the
individual(s) to public release of such information
prior to its submission to the Board or, in the absence
of such consent, to submit (or ensure that the individual(s) submit(s)) a timely request for confidential treatment of the information in accordance with these
instructions. Information submitted directly by an
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For further information on the procedures for requesting confidential treatment and the Board’s procedures
for addressing such requests, consult the Board’s Rules
Regarding Availability of Information, 12 CFR part
261, including 12 CFR 261.17, which governs requests
for confidential treatment.

Newly-Chartered or Converting Bank

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

Supporting Information
The Federal Reserve specifically reserves the right to
require the filing of additional statements and information. The questions in the application are not
intended to limit an applicant’s presentation. The
applicant bears the full burden for presenting and
documenting a case todemonstratethat itmeets the
statutory criteria for approval. Supporting
information for any or all facFR Y-3

General Instructions

tors, setting forth the basis for the applicant’s judgment to this effect, may accompany the
application.

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

Requested Information
Proposed Transaction

each class of the applicant’s shares to be
exchanged; and
e. A copy of the purchase, operating, shareholder, trust or other agreements associated
with the proposed transaction. Also, provide
the expiration dates of any contractual
arrangement between the parties involved in
this application and a brief description of
any unusual contractual terms, especially
those terms not disclosed elsewhere in the
application. Note any other circumstances
that might affect timing of the proposal.
3. If the proposed transaction is an acquisition of
assets and assumption of liabilities, indicate the
total price and the source of funds that the
applicant intends to use for the proposed purchase, and discuss the effect of the transaction
on the operations of the applicant.

DRAFT

1. Describe the transaction’s purpose. Identify any
changes to the business plan of the Bank/Bank
Holding Company to be acquired or the Resultant Institution. Identify any new business lines.
2. 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 the applicant, by subsidiaries of the applicant, by principals of the
applicant,3 by trustees for the benefit of the
applicant, its subsidiaries, shareholders, and
employees as a class, or by an escrow
arrangement instituted by the applicant;
c. Number of shares of each class to be
acquired by cash purchase; the amount to be
paid, per share and in total; and the source
of funds to be applied to the purchase;
d. Number of shares of each class to be
acquired by exchange of stock, the exchange
ratio, and the number and description of

3. The term principal as used herein means any individual, corporation, or other entity that (1) owns, or controls, directly or indirectly,
individually or as a member of a group acting in concert, 10 percent or
more of any class of voting securities or other voting equity interest of
the entity; (2) is a director, trustee, partner, or executive officer; or
(3) with or without ownership interest, participates, or has the authority
to participate in major policy-making functions, whether or not the
individual has an official title or is serving without compensation. If the
applicant believes that any such individual should not be regarded as a
principal, the applicant should so indicate and give reasons for such
opinion.
FR Y-3

4. If the proposed transaction involves the acquisition of an unaffiliated banking operation or
otherwise represents a change in ownership of
established banking operations, describe briefly
the due diligence review conducted on the target
operations by the applicant. Indicate the scope
of and resources committed to the review,
explain any significant adverse findings, and
describe the corrective action(s) to be taken to
address those weaknesses.
5. Provide a list of all regulatory approvals and filings required for the proposed transaction and
the status of each filing.
6. Provide a copy of any findings, orders, approvals, denials or other documentation regarding
the proposed transaction issued by any regulatory authority.
7. For applications filed pursuant to section 3(a)(1) of the BHC Act, if the proposed
transaction would result in an organization
other than a shell one-bank holding company,
submit a pro forma organization chart showing
the applicant’s percentage of ownership of all
banks and companies, both domestic and foreign, in which it directly or indirectly will own or
control more than 5 percent of the outstanding
voting shares.
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General Instructions

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

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

8. a. For an applicant that is not or would not be
subject to consolidated capital standards following consummation of the proposed
transaction,4 provide a parent company balance sheet as of the end of the most recent
quarter, showing separately each principal
group of assets, liabilities, and capital
accounts; debit and credit adjustments
(explained by detailed footnotes) reflecting
the proposed transaction; and the resulting
pro forma balance sheet. The pro forma balance sheet should reflect the adjustments
required under business combination and
fair value accounting standards;
b. For an applicant that is or would be subject
to consolidated capital standards following
consummation of the proposed transaction,5
provide parent company and consolidated
balance sheets as of the end of the most
recent quarter, showing separately each principal group of assets, liabilities, and capital
accounts; debit and credit adjustments
(explained by detailed footnotes) reflecting
the proposed transaction; and the resulting
pro forma balance sheets; and

DRAFT

the financial information provided should be
prepared in accordance with GAAP, and be
in sufficient detail to reflect any:
• Common equity and preferred stock;
• Other qualifying capital;6
• Long and short–term debt;
• Goodwill and all other types of intangible
assets;
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FR Y-3

• Material changes between the date of the
balance sheet and the date of the application (explained by footnotes).
c. Provide a broad discussion on the valuation
of the target entity and any anticipated
goodwill and other intangible assets. Also
discuss the application of fair value and
any election to apply push-down
accounting adjustments, as appropriate.

General Instructions

9. For an applicant that is or would be subject to
consolidated capital requirements under
Regula- tion Q (12 CFR part 217) following
consumma- tion of the proposed transaction,
provide a breakdown of the organization’s
existing and pro forma risk-weighted assets as
of the end of the most recent quarter, showing
each principal group of on and off-balance
sheet assets and the relevant risk-weight. Also,
identify the existing and pro forma
components of common equity tier 1,
additional tier 1 and tier 2 capital pursu- ant to
the capital adequacy regulations as of the end
of the most recent quarter, and provide calculations of applicant’s existing and pro forma
common equity tier 1 capital, tier 1 capital,
total capital, and leverage ratios pursuant to the
capi- tal adequacy regulations. If applicable,
also pro- vide the applicant’s existing and pro
forma supplementary leverage ratio pursuant to
the capital adequacy regulations.

DRAFT

10. Provide for the applicant and any other
Bank(s)/Bank Holding Company(ies)
that would result from the proposal:

a. A description of any plans (in connection
with the proposed transaction, or
otherwise) to issue, incur, or assume
additional common equity, preferred stock,
other qualifying capi- tal, and/or debt.
Specify the amount, pur- pose, name and
location of the issuer and/or lender;
provide a copy of any loan agree- ment,
loan commitment letter from the lender,
or other underlying agreement which
provides the interest rate, maturity,
collateral, and proposed amortization
schedule; and discuss what resources
would be used to ser- vice any debt or
capital instruments arising from the
proposed transaction; and

FR Y-3

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General Instructions

b. Cash flow projections under the following
limited circumstances:
(i) For an applicant that is or would be
subject to consolidated capital standards following consummation of the
proposed transaction and that would
incur or assume any debt in the proposal such that parent company longterm debt would exceed 30 percent of
parent company equity capital, provide
cash flow projections for the parent
company for each of the next three
years, along with supporting schedules
for each material cash receipt and disbursement. If an applicant projects
that dividends or other payments from
subsidiary banks will be used to service
parent company debt and/or other
obligations, provide projections of
subsidiary bank(s) assets, earnings,
and dividends, as well as common
equity tier 1, additional tier 1, total
capital, and leverage ratios (including
the supplementary leverage ratio, if
applicable), or Community Bank
Leverage Ratio, pursuant to the capital
adequacy regulations. If the combined
assets of the subsidiary banks exceed
the asset threshold of the Board's
Small Bank Holding Company Policy
Statement, subsidiary bank data may
be shown on an aggregate basis.

ment. These projections must clearly
demonstrate the ability of the parent
company to reduce the debt to equity
ratio to 30 percent or less within twelve
years of consummation and must take
into account the schedule of principal
reduction required by the parent company’s creditor(s). Include projections
of subsidiary bank(s) assets, earnings,
dividends, and other payments to
affiliates, as well as common equity tier
1 capital, tier 1 capital, total capital and
leverage ratios, or Community Bank
Leverage Ratio, as appropriate. Explain
the methods and assumptions utilized
in the projec- tions, and support all
assumptions that deviate from historical
performance.
c. If the proposed transaction results in a
change in ownership of the company (e.g.,
due to an exchange of stock), provide a current and pro forma shareholders list.
d. If the subject transaction will be funded in
whole, or in part, through the issuance of
additional stock instruments, describe the
current status of the stock raising efforts.
Provide copies of the prospectus, private
placement memorandum, and other documents associated with the capital raise. In
addition, provide copies of any stock commitments, subscription agreements, or
escrow account statements evidencing capital
raised. Before submitting a final application,
please contact the appropriate Reserve Bank
to discuss the timing considerations of the
capital raising efforts with regard to submission of the application.

DRAFT

(ii) For an applicant that is not or would
not be subject to consolidated capital
standards following consummation of
the proposed transaction and that
would incur or assume any debt or
other obligations in the proposal such
that parent company debt7 would
exceed 30 percent of parent company
equity capital, provide cash flow projections for the parent company for
each of the next twelve years, along
with supporting schedules for each
material cash receipt and disburse7. Including any debt issued/incurred by nonbanking subsidiaries,
such as trust preferred securities.

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11. For applications filed pursuant to section 3(a)(1) of the BHC Act, provide for the
applicant and the Bank a list of principals
(including changes or additions to this list to
reflect consummation of the transaction), providing information with respect to each as
follows:
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;
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General Instructions

b. Title or positions with the applicant and the
Bank;
c. Number and percentage of each class of
shares of the applicant and the Bank owned,
controlled, or held with power to vote by this
individual;8
d. Principal occupation if other than with the
applicant or the Bank;
e. Percentage of direct or indirect ownership, if
such ownership represents 10 percent or
more of any class of shares, or positions held
in any other depository institution or depository institution holding company.9 Give the
name and location of such other depository
institution or depository institution holding
company. (Information that has been collected or updated within the past 12 months
may be submitted, unless the applicant has
reason to believe that such information is
incorrect.);
f. Interagency Biographical and Financial
Reports (IBFRs) are required for certain
individuals. Consult with the appropriate
Reserve Bank for guidance on who should
provide an IBFR. See SR 15-8 Name Check
Process for Domestic and International
Applications for more details; and
g. If the principal is a corporation or partnership, provide financial statements (balance
sheets and income statements) for the two
most recent fiscal years and the most recent
quarter end. Discuss any negative trends in
the financial statements.

or proposed principal of the applicant or the
Bank/Bank Holding Company that is also a
principal of any other depository institution or
depository institution holding company, provide
the following information:
a. Name, address, and title or position with
Applicant, Bank/Bank Holding Company,
and any other depository institution or
depository institution holding company (give
the name and location of the other depository institution or depository institution
holding company);
b. Number and percentage of each class of
shares of the applicant and the Bank/Bank
Holding Company owned, controlled, or
held with power to vote by this individual;10
c. Principal occupation if other than with the
applicant or the Bank/Bank Holding
Company;
d. Percentage of direct or indirect ownership
held in the other depository institution or
depository institution holding company if
such ownership represents 10 percent or
more of any class of shares. (Information
that has been collected or updated within the
past 12 months may be submitted, unless the
applicant has reason to believe that such
information is incorrect; and
e. For any new (to applicant) principal shareholders, directors, or senior executive officer,
provide an IBFR including completion of all
required financial information.

DRAFT

12. For applications filed pursuant to sections
3(a)(3) or 3(a)(5) of the BHC Act, list any
changes in management or other principal relationships for the applicant and any other
Bank(s)/Bank Holding Company(ies) that
would result from the proposal. For any existing
8. Include shares owned, controlled or held with power to vote by
principal’s spouse, dependents and other immediate family members.
Give record ownership and, to the extent information is available, beneficial ownership of shares held by trustees, nominees, or in street
names.
9. For purposes of this application, a “depository institution” is
defined as a commercial bank (including a private bank), a savings
bank, a trust company, a savings and loan association, a homestead
association, a cooperative bank, an industrial bank, or a credit union.
FR Y-3

13. If the consolidated assets of the resulting organization are less than the asset threshold of the
Board's Small Bank Holding Company Policy
Statement for each principal of the applicant
who either would retain personal indebtedness
or act as guarantor for any debt that was
incurred in the acquisition of shares of the
applicant or the Bank/Bank Holding Company,
provide the following:
a. Name of borrower and title, position, or
other designation that makes the borrower a
principal of the applicant;
b. Amount of personal indebtedness to be
retained;
10. As defined in footnote number 3.

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c. A description of the terms of the borrowing,
the name and location of the lender, and a
copy of any related loan agreement or loan
commitment letter from the lender;
d. Statement of net worth as of a date within
three months of the applicant’s final filing of
the application. The statement of net worth
should be in sufficient detail to indicate each
principal group of assets and liabilities of the
reporting principal, and the basis for the
valuation of assets (provide supporting
documentation, as appropriate). In addition
to debts and liabilities, the reporting principal should state on a separate schedule, any
endorsed, guaranteed, or otherwise indirect
or contingent liability for the obligation of
others; and
e. Statement of most current year’s income. In
addition to indicating each principal source
of annual income, the reporting principal
should list annual fixed obligations arising
from amortization and other debt servicing.
(If the most current year’s statement is not
representative of the future, the reporting
principal should submit a pro forma income
statement and discuss the significant changes
and the basis for those changes.)

basis of the Reserve Bank’s definition of the banking
market(s), include its own definition of the banking
market(s), with supportive data, and answer the questions based on its definition. If later analysis leads Federal Reserve staff to alter the preliminary definition
provided, The applicant will be so informed.
15. Discuss the effects of the proposed transaction
on competition considering the structural criteria specified in the Board’s Rules Regarding
Delegation of Authority (section 265.11c(11)(v)).
The applicant may be required to provide additional information if Federal Reserve staff
determines that the proposal exceeds existing
competitive guidelines. Also, if divestiture of all
or any portion of any bank or nonbanking company constitutes part of this proposal, discuss in
detail the specifics and timing of such
divestiture.

DRAFT

14. 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.

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 15
and 16 is not required. Otherwise, the applicant should
contact the appropriate Reserve Bank to determine
whether a response to items 15 and 16 will be necessary. If a response is required, the applicant should
obtain a preliminary definition of the relevant banking
markets from the appropriate Reserve Bank. If the
applicant disagrees with the Reserve Bank’s preliminary definition of the banking market(s), it may in
addition to supplying the information requested on the
GEN10

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

In addition, the applicant should identify any
other nonbank operations to be acquired, with
brief descriptions of the activities provided.
17. In an application in which any principal of the
applicant or the 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

FR Y-3

General Instructions

within the relevant banking market of the
Bank/Bank Holding Company, and give the
approximate road miles by the most accessible
and traveled route between those offices and
each of the offices of Bank/Bank Holding
Company.

Convenience and Needs
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.

lending, investments, and services, as appropriate, of the depository subsidiary (ies) of
the applicant and the resultant institution.
b. The anticipated CRA assessment areas of
the depository subsidiary(ies) of the combined institution. If assessment areas of the
depository subsidiary(ies) of the resultant
institution would not include any portion of
the current assessment area of that subsidiary, describe the excluded areas.
c. The plans for administering the CRA program for the depository subsidiary (ies) of
the resultant institution following the
transaction.
d. The plans for administering the CRA program for the depository subsidiary (ies) of
the resultant institution following the transaction. For a subsidiary of the applicant or
target that has received a CRA composite
rating of “needs to improve” or “substantial
noncompliance” institution-wide or, where
applicable, in a state or multi-state Metropolitan Statistical Area (MSA), or has
received an evaluation of less than satisfactory performance in an MSA or in the nonMSA portion of a state in which the applicant is expanding as a result of the transaction, describe the specific actions, if any, that
have been taken to address the deficiencies in
the institution’s CRA performance record
since the rating.

DRAFT

19. 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 moderateincome geographies and individuals. This discussion should include, but not necessarily be
limited to, a description of the following:

20. 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

a. The significant current and anticipated programs, products, and activities, including

FR Y-3

GEN-11

July 2018

General Instructions

that are in low- and moderate-income geographies.11

Interstate Banking
21. If the transaction involves the acquisition of a
bank located in a State other than the home
State of the applicant, please provide the following information, as applicable:
a. Identify any host state(s) involved with this
transaction that require the target to be in
operation for a minimum number of years
and discuss compliance with this age
requirement.
b. Discuss compliance with nationwide and
statewide deposit concentration limits to the
transaction.
c. Discuss compliance with state-imposed
deposit caps.
d. Discuss compliance with community reinvestment laws.
e. Discuss any other restrictions that the host
state(s) seek to apply (including state antitrust restrictions).

Financial Stability
If either the acquirer or the target’s total assets exceeds
$10 billion as of the most recent quarter for which data
is available, address the following questions:
22. If either the acquirer or the target conducts any
cross-border activities, please describe the
nature of these activities and the amounts of
cross-border assets and liabilities as of the most
recent quarter for which data is available.
23. 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).

DRAFT

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

GEN12

Financial Service

Acquirer

Target

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)

FR Y-3