Disclosure FR Y-4 (Complete notification)

FR Y-4
OMB Number 7100-0121
Approval expires July 31, 2021
Page 1 of 2

Board of Governors of the Federal Reserve System

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

Corporate Title of Notificant
Street Address
City

State

Zip Code

Hereby provides the Board with a notice pursuant to:
(1) Section 4(c)(8) and 4(j) of the Bank Holding Company Act of 1956, as amended (''BHC Act''— 12 U.S.C. § 1843), under the
"Expedited action for certain nonbanking proposals by well-run bank holding companies'' as described in section 225.23 of
Regulation Y; or

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(2) Section 4(c)(8) and 4(j) of the BHC Act, under the ''Procedures for other nonbanking proposals'' as described in section 225.24
of Regulation Y;
for prior approval to engage directly or indirectly in certain nonbanking activities, de novo, through acquisition of the assets of a going
(
%) of the voting shares of:
concern, or through direct or indirect ownership, control, or power to vote at least
Number

Corporate Title of Company to be Acquired and/or Description of Nonbanking Activity (refer to section 225.28 of Regulation Y, as applicable)
Street Address
City

State

Zip Code

Does notificant request confidential treatment for any portion of
this submission?

Yes
As required by the General Instructions, a letter justifying
the request for confidential treatment is included.
The information for which confidential treatment is being
sought is separately bound and labeled "Confidential."

No

07/2018

Public reporting burden for this collection of information is estimated to average 0.5 hours for a post-consummation notification, 5 hours for an expedited notification, and 12 hours for a complete
notification, including the time to gather and maintain data in the required form, to review instructions, and to complete the information collection. Send comments regarding this burden estimate
or any other aspect of this collection of information, including suggestions for reducing this burden to: Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, NW,
Washington, DC 20551; and to the Office of Management and Budget, Paperwork Reduction Project (7100-0121), Washington, DC 20503. The Federal Reserve may not conduct or sponsor, and
an organization or a person is not required to respond to a collection of information unless it displays a currently valid OMB control number.

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07/2018

FR Y-4
Page 2 of 2

Name, title, address, telephone number, and facsimile number of person(s) to whom inquiries concerning this notification may be directed:
Name

Name

Title

Title

Street Address

Street Address

City

State

Zip Code

City

Area Code / Phone Number

Area Code / Phone Number

Email Address

Email Address

State

Zip Code

Certification
I certify that the information contained in this notification has been
examined carefully by me and is true, correct, and complete, and
is current as of the date of this submission to the best of my
knowledge and belief. I acknowledge that any misrepresentation
or omission of a material fact constitutes fraud in the inducement
and may subject me to legal sanctions provided by 18 U.S.C. §§
1001 and 1007.

Availability of Information (12 C.F.R. Part 261), requesting
confidential treatment for the information.
I acknowledge that approval of this notification is in the discretion
of the Board of Governors of the Federal Reserve System (the
"Federal Reserve"). Actions or communications, whether oral,
written, or electronic, by the Federal Reserve or its employees in
connection with this filing, including approval if granted, do not
constitute a contract, either express or implied, or any other
obligation binding upon the agency, the United States or any other
entity of the United States, or any officer or employee of the United
States. Such actions or communications will not affect the ability
of the Federal Reserve to exercise its supervisory, regulatory, or
examination powers under applicable laws and regulations. I
further acknowledge that the foregoing may not be waived or
modified by any employee or agency of the Federal Reserve or of
the United States.

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I also certify, with respect to any information pertaining to an
individual and submitted to the Board in (or in connection with) this
notification, that the notificant has the authority, on behalf of the
individual, to provide such information to the Board and to consent
or to object to public release of such information I certify that the
notificant and the involved individual consent to public release of
any such information, except to the extent set forth in a written
request by the notificant or the individual, submitted in accordance
with the Instructions to this form and the Board's Rules Regarding

Signed this

day of
Day

,
Month

.
Year

Signature of Chief Executive Officer or Designee

Print or Type Name

Title

07/2018

INSTRUCTIONS FOR PREPARATION OF

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

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

Federal Reserve district in which the head office of
Notificant or its sole or principal banking subsidiary
either will be or is currently located (i.e. where the senior
executives of the consolidated banking organization are
located and overall strategic direction is established)
(the “appropriate Reserve Bank”). The notificants are
encouraged to contact Federal Reserve staff as soon as
possible to discuss whether a notification is appropriate
for the proposed transaction.
The notification is to be filed by submitting the information
requested in this form to the appropriate Reserve Bank.
Notificants are strongly encouraged to submit their
notifications electronically through the Federal Reserve
System’s web-based application
E-Apps (www.federalreserve.gov/bankinforeg/
eapps.htm).1 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
notification must be substantially complete and
responsive to each item of information requested
(including an indication that the answer is

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

Preparation of Notification
A notificant should consult the Board’s Regulation Y (12
CFR Part 225), a copy of which is available on the Board’s
public website or from any Reserve Bank.
Additional filing information is also available on the
Board’s public website.

``not applicable’’ or ``none’’ if such is
the case).Filing Categories

A notificant should Identify the specific legal authority(ies) for
engaging in the proposed nonbanking activity by referring to
section 225.28(b) of Regulation Y – Activities determined by
regulation to be permissible and provide the citation in this
section under which the proposed activity is permissible or,
alternatively, refer to the order of the Board of Governors in
which the Board previously determined the activity to be so
closely related to banking, or managing or controlling banks as to
be a proper incident thereto.
____________________
For filers submitting notice as described in section 225.23 of
Regulation Y refer to the following:
Section 225.23(c)(1)-(6) Criteria for use of expedited procedure.
Address each item of this section to confirm eligibility to file
under the expedited procedure or, if not applicable, indicate NA
and describe why.
Section 225.23(a)(1) Information required. Provide a detailed
response to each item or, if not applicable, indicate NA and
describe why.
For filers submitting notice as described in section 225.24 of

FR Y-

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February

Regulation Y refer to the following:
Section 225.24(a)(1) Engaging de novo in listed activities. If
filer proposed to commence the activity “de novo,” provide the
information identified in this paragraph.
Section 225.24(a)(2) Acquiring company engaged in listed
activities. If filer proposes to acquire an ongoing concern,
provide a detailed response to each item or, if not applicable,
indicate NA and describe why.
Section 225.24(b)(1) Notice to public. Listed activities and

activities approved by order. The Reserve Bank will publish
notice in the Federal Register for activities in these categories.

(1) Expedited Nonbanking Proposals—A well-run

bank holding company may (i) engage de novo in
any nonbanking activity approved by Board order
and (ii) acquire voting shares or assets of a going
concern engaged in any nonbanking activity
approved by Board regulation (except operating a
nonbank insured depository institution) and most
nonbanking activities approved by Board order if
the bank holding company has

1. The notification may alternatively be submitted in paper form.

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FR Y-

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General Instructions
provided written notice to the appropriate Reserve
Bank at least 12 business days before
commencing the proposed activity and the
appropriate Reserve Bank or the Board has not
indicated within that period that a notice would be
required under section 225.24 of Regulation Y. The
criteria and information required to comply with
the 12 business day prior notice procedure are
described in section 225.23 of Regulation Y. This
expedited procedure may not be used for
proposals to acquire or otherwise operate a
nonbank insured depository institution.
Proposals eligible for the 12 business day prior notice
procedure in section 225.23 of Regulation Y do not
include proposals that the Board has indicated (in section
225.23(c)(3)(ii) of Regulation Y) are subject to the notice
procedures provided in section 225.24 of Regulation Y. For
example, some activities approved only by Board order
may require a notice under section 225.24 of Regulation
Y. Questions regarding whether an activity approved by
Board order requires a notice under section 225.24 of
Regulation Y should be addressed to the appropriate
Reserve Bank.

contain the information set forth in section
225.24(a)(1) of Regulation Y. Proposals to
engage de novo in operating a nonbank
insured depository institution or to engage in
nonbanking activities through an initial joint
venture are usually viewed as acquisitions for
purposes of this paragraph, and must follow
the procedures described in paragraph (b)
below. Questions regarding whether an
activity would be considered de novo should
be addressed to the appropriate Reserve
Bank.

(b) Acquiring a Company Engaged in Listed

Activities—Proposals to acquire voting shares
or assets of a going concern engaged in any
nonbanking activity described in section
225.28(b) of Regulation Y, that are filed under
the procedures described in this Filing
Category, must contain the information set
forth in section 225.24(a)(2) of Regulation Y.

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(2) Other Nonbanking Proposals—Proposals that do

not qualify for the 10 business day post notice
procedure (section 225.22(a) of Regulation Y) or
the 12 business day prior notice (section 225.23 of
Regulation Y) procedure discussed above must
comply with the procedures in section 225.24 of
Regulation Y. Proposals in which a company would
become a bank holding company must also
comply with the procedures in section 225.24 of
Regulation Y. Proposals that are eligible for
processing under authority delegated to the
appropriate Reserve Bank will be acted on within
30 calendar days after the notice is filed unless the
Notificant is informed otherwise. Proposals that are
not otherwise eligible for Reserve Bank processing
will normally be acted on by the Board within 60
calendar days after the notice is filed.

(a) Engaging de novo in Listed Activities—

Proposals to engage de novo in any
nonbanking activity described in section
225.28(b) of Regulation Y that are filed under
the procedures described in this Filing
Category must

FR Y-

(c) Engaging in or Acquiring a Company Engaged
in Unlisted Activities—Proposals to engage de
novo or to acquire voting shares or assets of a
going concern engaged in any nonbanking
activity not described in section 225.28(b) of
Regulation Y that are filed under the
procedures described in this Filing Category
must contain the information set forth in
sections 225.24(a)(2) and (4) of Regulation Y.

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

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General Instructions

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FR Y-

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proposals also may be filed under section 225.24 of Regulation Y as described in Filing Category (2).

Publication Requirement
Proposals filed under the 12 business day prior notice procedure (section 225.23 of Regulation Y) described in Filing
Category (1) do not require public notice. All proposals filed under section 225.24 of Regulation Y described in Filing
Category (2) will be published in the Federal Register with a public comment period of at least 15 calendar days. The Board
will publish notice of the proposal in the Federal Register upon receipt of the notification. On written request by the notificant,
the notice in the Federal Register may be published up to 15 calendar days before the notification is filed.
As a matter of policy, proposals to acquire a savings association also require newspaper publication with a public comment
period of at least 30 calendar days after the date of publication. The notice must be published in a newspaper of general
circulation in the communities in which the head offices of the notificant bank holding company, its largest subsidiary bank,
and each savings association to be directly or indirectly acquired is located. See 12 CFR 262.3(b)(1)(ii)(E). The newspaper
notice for a proposal to acquire a savings association also must be published no more than
15 calendar days before and no later than 7 calendar days after the date that the notification is filed with the appropriate
Reserve Bank.
Notificant should consult with the appropriate Reserve Bank or the Board’s public website for the specific publication format
used at that Reserve Bank. A copy of any required newspaper notice publication must be provided to the appropriate
Reserve Bank, as required by Section 262.3(b) of the Board’s Rules of Procedure.

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

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FR Y-

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

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notification (or related submissions) that these steps
have been followed.
Information for which confidential treatment is
requested should be: (1) specifically identified in the
public portion of the notification (by reference to the
confidential section); (2) separately bound; and
(3) labeled “CONFIDENTIAL.”

With respect to notifications that include information
regarding an individual or individuals associated with the
proposed transaction, the Board expects the notificant to
certify that the notificant has obtained the consent of the
individual(s) to public release of such information prior to
its submission to the Board or, in the absence of such
consent, to submit (or ensure that the individual(s)
submit(s)) a timely request for confidential treatment of
the information in accordance with these instructions.
Information submitted directly by an individual or
individuals will become part of the relevant notification
record, and, accordingly, will be a Board record subject to
being requested by any member of the public under FOIA.
The Federal Reserve will determine whether information
submitted as confidential will be so regarded, and will
advise the notificant of any decision to make avail-

FR Y-

able to the public information labeled “CONFIDENTIAL.”
However, it should be understood that, without prior
notice to the notificant, the Board may disclose or
comment on any of the contents of the notification in the
Order or Statement issued by the Board in connection
with its decision on the notification. The Board’s staff
normally will apprise the notificant in the course of the
review process that such information may need to be
disclosed in connection with the Board’s action on the
notification.

For further information on the procedures for requesting
confidential treatment and the Board’s procedures for
addressing such requests, consult the Board’s Rules
Regarding Availability of Information, 12 CFR part 261,
including 12 CFR 261.17, which governs requests for
confidential treatment.

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

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