Application to Acquire a Federal Branch or Agency

Application to Acquire a Federal Branch or Agency
For OCC Use Only
Control No.
License No.
Date Received
Date Receipt
Acknowledged
Type of Proposal (Check the appropriate box and describe the transaction.)
G
G

Merger
Acquisition

G

G
Consolidation
Similar Transaction

Description of the proposal
Resulting Foreign Bank Identifying Information
Foreign Bank Name
Address

(exact corporate title of bank)

(headquarters office address of foreign bank, city, state, country)

Country in which foreign bank is organized
Date of incorporation of foreign bank
Federal Branch or Agency Identifying Information
License No.
Name of Federal
Branch or Agency
Address

(exact name of the proposed U.S. office)

City

County

State

ZIP Code

County

State

ZIP Code

Mailing Address
City
Representative Information
Name
Address
City
Phone No.

State

ZIP Code

Fax No.
(include country code and area code as applicable)

Proposed Officers
Will current management at the federal branch or agency be changed following the
acquisition of the parent foreign bank?
Yes G
No G
If ”yes,” please provide the following:
The proposed general manager is

.

Other proposed officers and their titles are
.

,
Biographical and experience information for each is attached.
Streamlined Submission

Is the application being filed by or on behalf of a foreign bank that is currently operating
banking offices in the U.S.?
Yes G
No G
If ”yes,” please provide the most recent U.S. supervisory rating(s) for each of the resulting
bank’s U.S. offices.
Are any of the institutions under current OCC supervision?

Yes G

No G

If ”yes,” did the applicant receive permission to submit a streamlined
application?
Yes G

No G

If ”yes,” to the previous three questions under this section of the application, do not
complete questions 1 and 2 under General Information. In addition, do not provide
responses to any other questions, if IBF is so advised through prefiling consultations.
Publication Information
Is the current federal branch or limited federal branch insured by the FDIC?
Yes G

No G

If ”no,” go to the General Information section. If ”yes,” complete the following:
Public notice is being published in
on

,

.

A copy and certification of publication

(name and address of newspaper)
G is enclosed

G will be forwarded.

General Information
Note: Questions with an asterisk (*) may be omitted in streamlined submissions.
1.*

Provide a brief history of the resulting foreign bank applicant, including:
•

Current and expected ranking by asset size in the home country.

•

Number of offices operated domestically and internationally.

•

Type(s) of business conducted primarily by the bank and its
subsidiaries. Comment on any areas of specialization, including
nonbanking and fiduciary business.

•

Ownership and corporate structure.

•

Home country supervision.

•

Provide a list of all business, commercial, or financial enterprises that
the resulting foreign bank controls or will control through ownership of
more than 25 percent of the stock, or otherwise, and that the bank
presently operates or intends to operate within the U.S.

2.*

If the resulting foreign bank is owned or controlled by another foreign bank,
also provide the information requested in question 1 for the ultimate parent
foreign bank.

3.

If applicable, describe how other offices of the resulting foreign bank,
including those in offshore banking centers, will be managed or controlled

through the federal branch or agency.
4.

If the appropriate U.S. regulator has informed the foreign bank applicant that
its existing U.S. operations are considered to be in less than satisfactory
condition, the applicant should discuss why it should be permitted to expand
its U.S. presence, notwithstanding that condition.

5.

Discuss any secrecy laws or other impediments that exist that could hinder the
resulting foreign bank applicant (and its ultimate parent, if any) from providing
information to the OCC, as needed, to determine and enforce compliance
with U.S. law. If impediments exist, explain how the resulting foreign bank
applicant plans to provide the OCC with adequate assurances of access to
such information.

6.

Describe any planned changes in the federal branch’s or agency’s policies,
procedures, and internal and external audit measures and how those changes
will ensure continued compliance with U.S. law.

Ownership/Management
7.

Include a list of any legal entities, persons, or group(s) of persons that own or
influence a controlling interest in the resulting foreign bank. An organization
chart may be submitted if it portrays accurately the foreign bank’s corporate
structure and includes the percentage of ownership and names of the various
legal entities.
For those persons, groups of persons, or legal entities listed, provide the
following information:
C

For persons—countries of citizenship, other enterprises owned or
controlled, biographical information, present addresses, and
references. Include the number and percentage of shares owned,
controlled, or held with power to vote, including those held by the
person’s spouse and dependents.

C

For corporations—countries of incorporation, ownership, other
enterprises owned or controlled, and a brief description of the type(s)
of business in which each corporation is engaged. Include the number
and percentage of each class of the foreign bank applicant’s shares
owned, controlled, or held with power to vote by the corporation.

C

For sovereign governments or entities of sovereign governments—
information on how and to what extent the government controls the
normal business functions of the foreign bank applicant; the services
the applicant bank provides to the general public on behalf of the

government; and the duties and functions the applicant bank provides
for, or on behalf of, the sovereign government. Include the number
and percentage of each class of the applicant’s shares owned,
controlled, or held with power to vote by the government.
8.

If management at the federal branch or agency will change, provide
biographical reports, or in streamlined submissions a resume, detailing the
relevant experience of each of the three proposed senior officers and the
principal foreign exchange trader, if any.

9.

Provide details of criminal offenses involving, or supervisory actions against,
any member of the board of directors of the resulting foreign bank, or any
officer, employee, or advisory member of the proposed federal branch or
agency, who has been convicted of a criminal offense involving dishonesty or
breach of trust in any court of any sovereign nation or instrumentality thereof.

10.

Discuss how the resulting foreign bank will serve as a source of financial and
managerial strength for the federal branch or agency. If the resulting foreign
bank’s home country maintains foreign exchange restrictions or other capital
export controls, detail the limitations that such restrictions or controls would
place on the bank’s ability to serve as a source of strength for its U.S. banking
interests.

Financial Resources and Future Prospects
11.

Provide the ending date of the resulting foreign bank’s fiscal year, and two
copies of each of the following financial reports in English and denominated
in U.S. dollars:
C

The latest annual reports of the resulting foreign bank and the merging
foreign banks, if different from the resulting bank.

C

Parent only and consolidated balance sheets, showing separately each
principal group of assets, liabilities, and capital accounts as of the end
of the most recent fiscal quarter and for the comparable quarter of the
preceding year. Include information on all contingent liabilities (e.g.,
standby and commercial letters of credit, guarantees, commitments to
grant or purchase loans and securities, and contracts to purchase/sell
foreign exchange).

C

Parent only and consolidated profit and loss statements, showing
separately each principal source of revenue and expense, year-to-date
through the end of the most recent fiscal quarter, the comparable
quarter of the preceding year, and for the most recent three fiscal years.

C

On a consolidated basis, a breakdown of risk-based assets as of the end
of the most recent fiscal quarter, showing each principal group of onand off-balance sheet assets and the relevant risk weights. Also,
identify the components of tier 1 and tier 2 capital under the risk-based
capital guidelines and provide calculations of the applicant’s tier 1 and
total capital to risk-based assets.
Twelve CFR 3 outlines the accounts the OCC considers as capital.
Describe those items on the resulting foreign bank’s balance sheet that
correspond to the indicated capital accounts in 12 CFR 3, and explain
where they are presently carried on the annual statement of condition.

C

Current information that will enable the OCC to judge the quality of
the resulting foreign bank’s assets. The information should be
presented for the consolidated organization and, if available, include,
but not be limited to:
-----

Delinquencies.
Nonaccrual assets.
Assets acquired in satisfaction of debts previously contracted.
Loans with reduced interest charges.

Applicant’s definitions of the previously mentioned terms should be
provided.
Financial statements may be prepared according to local accounting
practices. However, an explanation of the accounting terminology and the
major features of the accounting standards used to prepare the financial
statements must be provided and explained further when they differ from
International Accounting Standards. Fiscal financial statements must be
certified by an independent and reputable auditing firm.
12.

Comment on how and from what sources the federal branch or agency will
be funded.

Home Country Supervision
13.

Provide the name(s) of the person(s) to contact in the office of the home
country bank supervisory authority or similar government agency, who can
respond to questions about the applicant bank. If the foreign bank or its
subsidiaries offer services, such as insurance or securities, which are regulated
by a supervisor other than the bank supervisor, also provide an appropriate
contact person. Include names, titles, addresses, and telephone and facsimile
numbers (including country and city code).

Corporate Papers and Legal Opinions
14.

Attach and make a part of this application copies, in English, of the
resolution(s) adopted by the applicant bank’s governing board for:
C

Authorization for bank officer(s) or agent/representative to file this
application.

C

A designation of a representative(s) or bank officer(s), who will be
permitted to sign the application and a delegation to them of authority
to represent the board fully in all matters regarding this application.

C

The resulting foreign bank’s agreement to conduct its operation in the
U.S. in full compliance with any provisions of any U.S. laws that apply
to national banks and that prohibit discrimination against any person
on the basis of race, color, religion, sex, marital status, age, or national
origin.

C

The executed acquisition agreement (in English).

15.

Attach and make a part of this application an opinion of U.S. counsel that the
proposal complies with relevant state laws and a letter from the resulting
foreign bank’s foreign legal counsel, certifying that the proposed acquisition
complies with the applicable laws of the home country.

16.

[For Limited Federal Branches] Please attach a notarized copy of the
executed agreement between the resulting foreign bank and the FRB as
required by 12 USC 3103 section 5 of the IBA.

Convenience and Needs of the Community
17.

If the federal branch or limited federal branch is insured by the FDIC, state to
what extent, if any, the resulting foreign bank will provide convenience to the
public and fill needs not presently served by other existing banking facilities.

18.

If the acquisition will affect the CRA statement or assessment area of the
federal branch, discuss the effect.

Other Information
19.

If a change in information systems is planned for the federal branch or agency,
describe the scope and nature of the change, the planned location of the data
processing facility and equipment, and the name and location of the planned
data processing service company.

I certify that any misrepresentations or omissions of material fact in this application, any
attachments to it, and any other documents or information provided in connection with this
application may be grounds for denial or revocation of the license, or grounds for objection
to the proposed officer(s) of the federal branch or agency, and may subject the undersigned
officer, agent, or representative to other legal sanctions, including the criminal sanctions
provided for in 18 USC 1001.
Executed the

day of

(Signature)
(Typed name of foreign bank representative)
(Typed title of foreign bank representative)

,

.

Attachments: (as applicable)*
G
G
G
G
G
G
G
G

G

Board of directors’ authorization to bank representative
Streamlined submission supporting information
Newspaper publication copy or certification
General information about the resulting bank, such as its ownership,
corporate structure, and home country supervision
Biographical information on proposed new officers
Consolidated financial reports for resulting foreign bank applicant, in
English and U.S. dollars
A strategic plan, describing how the federal branch or agency will fit
into the resulting foreign bank’s global and U.S. strategy
A legal opinion, certifying that the proposed U.S. operations following
the acquisition, merger, or consolidation will comply with U.S. laws
and regulations
Fiduciary powers request

*No attachments are required for information that relates to questions in the
application that may be omitted in a streamlined submission.