Application to Issue Subordinated Debt

Office of the Comptroller of the Currency
OMB no. 1557-0014
Expiration date: See www.occ.gov

Issuance of Subordinated Debt Application
General Information and Instructions
Preparation and Use
This application may be used by national banks and federal savings associations (collectively,
banks, or individually, bank or applicant). This application seeks approval from the Office of the
Comptroller of the Currency (OCC) for a national bank to issue subordinated debt under
12 CFR 5.47. This form is required for a national bank that is not an eligible bank to issue any
subordinated debt, regardless of whether it will be included in tier 2 capital. This form is also
required for an eligible national bank to issue any subordinated debt, regardless of whether it will
be included in tier 2 capital, if that bank will not continue to be an eligible national bank after the
transaction, the OCC has previously notified the bank that prior approval is required, or prior
approval is required by law.
This application seeks approval from the OCC for a federal savings association that is not an
eligible federal savings association to include subordinated debt as tier 2 capital pursuant to
12 CFR 5.56.
All questions must be answered with complete and accurate information that is subject to
verification. If the answer is “none,” “not applicable,” or “unknown,” so state. Answers of
“unknown” should be explained.
The questions in the application are not intended to limit the applicant’s presentation nor are the
questions intended to duplicate information supplied on another form or in an exhibit. For such
information, a cross-reference to the information is acceptable. Any cross-reference must be
made to a specific citation or location in the documents, so the information can be found easily.
Supporting information for all relevant factors, setting forth the basis for the applicant’s
conclusions, should accompany the notice. The regulatory agency may request additional
information.
This application form collects information that the OCC will need to evaluate the reasons for,
and the impact of, an issuance of subordinated debt. The OCC must consider the applicable
regulatory requirements set forth above when acting on this application. For additional
information regarding the regulatory requirements and any supplemental information that may be
required, refer to the OCC’s guidance in the Comptroller’s Licensing Manual. The applicant may
contact the OCC directly for specific instruction or visit the OCC’s Web site at www.occ.gov.
Notice of Publication
Generally, public notice under 12 CFR 5.8 does not apply to the issuance of subordinated debt,
unless the OCC determines that the application presents a significant or novel policy,
supervisory, or legal issue where a public notice is considered necessary. A public notice also
may be required where an issuance of subordinated debt is accompanied by a second application

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that requires a publication notice under 12 CFR 5.8. In this instance, a public notice describing
the entire transaction may be necessary to ensure the public has a full understanding of the entire
transaction.
If a notice is required, the applicant must publish notice of the proposed prepayment of
subordinated debt in a newspaper of general circulation in the community or communities in
which the applicant engages in business. The OCC will provide specific requirements for the
notice of publication.
Submission
In addition to an original application and the appropriate number of signed copies, submit an
electronic copy of the information in the application, especially of the business plan’s financial
projections, if applicable. For e-mail submissions, contact the OCC for instructions and
information about secure transmission of confidential material
Confidentiality
Any applicant desiring confidential treatment of specific portions of the application must submit
a request in writing with the application. The request must discuss the justification for the
requested treatment. The applicant’s reasons for requesting confidentiality should specifically
demonstrate the harm (for example, loss of competitive position, invasion of privacy) that would
result from public release of information (5 USC 552 or relevant state law). Information for
which confidential treatment is requested should be (1) specifically identified in the public
portion of the application (by reference to the confidential section); (2) separately bound; and (3)
labeled “Confidential.” The applicant should follow the same procedure when requesting
confidential treatment for the subsequent filing of supplemental information to the application.
Contact the OCC for any further questions regarding requests for confidential treatment.

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Issuance of Subordinated Debt Application
Applicant
___________________________________________________________________________
Name
___________________________________________________________________________
Current street address
___________________________________________________________________________
City
State
Zip code

Parent Company Identifying Information (if applicable)
___________________________________________________________________________
Name
___________________________________________________________________________
Street
___________________________________________________________________________
City
State
Zip code

Contact Person
___________________________________________________________________________
Name
Title
___________________________________________________________________________
Employer
___________________________________________________________________________
Street
___________________________________________________________________________
City
State
Zip code
___________________________________________________________________________
Telephone no.
Fax no.
E-mail address
Overview: Please provide the pertinent information and answer all applicable questions.
1. Purpose and description of the issuance.
2. Is the bank seeking approval to include the issuance as Tier 2 capital?
Yes

No

3. Proposed approximate date of issuance.
4. Proposed dollar amount of issuance.

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5. Provide a copy of the bank’s Subordinated Note 1 or Indenture and Agreement, where
applicable. Discuss how the proposed terms are consistent with applicable regulations.
6. Does the bank plan to sell the subordinated debt to or have the debt funded by another
national bank or federal savings association?
Yes

No

If yes, provide the name and location of the purchasing bank.
7. Does the issuance comply with all applicable statutes and regulations, including the
subordinated debt requirements specified under 12 CFR 5.47 (national banks) or
12 CFR 163.80 and 5.56 (federal savings associations)?
Yes

No

If no, please explain why not.
8. Is the bank currently subject to a capital plan filed with the OCC?
Yes

No

If yes, has the capital plan been approved by the OCC?
Yes

No

If yes, does the capital plan allow for the issuance of subordinated debt?
Yes

No

Desired action date: mm/dd/yyyy
NOTE: Discuss and confirm any change in the [bank’s] capital category and the legal
lending limit with your supervisory office.

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See the sample note template that is for national banks only for inclusion as Tier 2 capital or see the sample note
template for non-inclusion.

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OCC CERTIFICATION
I certify that the bank’s board of directors, shareholders, or a designated official has
authorized the filing of this application. I certify that the information contained in this
application has been examined carefully and is true, correct, complete and current as of the date
of this submission. Additionally, I agree to notify the OCC if the facts described in the filing
materially change prior to receiving a decision or at any time prior to consummation of the action
contemplated herein.
I acknowledge that any misrepresentation or omission of a material fact with respect to this
application, any attachments to it, and any other documents or information provided in
connection with this application may be grounds for denial of the application or revocation of its
approval, and may subject the undersigned to legal sanctions, including the criminal sanctions
provided for in Title 18 of the United States Code.
I acknowledge that the approval of this application is in the discretion of the OCC. The activities
and communications by OCC employees in connection with the filing, including approval of the
application if granted, do not constitute a contract, express or implied, or any other obligation
binding upon the OCC, the United States, any agency or entity of the United States, or any
officer or employee of the United States, and do not affect the ability of the OCC to exercise its
supervisory, regulatory and examination authorities under applicable law and regulations. I
further acknowledge that the foregoing may not be waived or modified by any employee or agent
of the OCC or the United States.

_________________________________________
President or other authorized officer
_________________________________________
Typed name
____________________________________________
Title
____________________________________________
Employer

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