Reporting FR MM-10(o)-2

INSTRUCTIONS FOR PREPARATION OF

Application for Approval of a Stock Issuance
by a Subsidiary Holding Company of a
Mutual Holding Company (FR MM-10(o)-2)
Who May Use This Form
This form should be used for applications filed
with the Federal Reserve System (the ‘‘Federal
Reserve’’) under section l0(o) of Home
Owners’ Loan Act of 1933, as amended
(“HOLA”), 12 U.S.C. § 1467a(o); and 12 CFR
239.24 and 239.25, that involve a stock
issuance by a subsidiary holding company of a
mutual holding company, including stock
issuances associated with mutual holding
company reorganizations.

Applicability of
Regulation LL and MM
The Board’s Regulations LL and MM (12 CFR
Parts 238 and 239) apply to savings and loan
holding companies in mutual form (each, a
“mutual holding company”). An applicant
should consult these regulations, copies of
which are available on the Board’s public
website or from any one of the Reserve Banks
of the Federal Reserve (“Reserve Bank”).
Additional filing information is also available
on the Board’s public website.1 An applicant
may submit a pre-filing before filing an
application. 2

Preparation of the Application
Inquiries regarding the preparation and filing of
applications should be directed to the Reserve
Bank of the Federal Reserve district in which the
company’s banking operations are principally
conducted, as measured by total domestic

deposits in its subsidiary savings association
on the date it became, or will become, mutual
holding company (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.
The applicant must submit the information
required by 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. 3 Additional information on
E-Apps may be found on the Board’s public
website. 4 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 HOLA and
Regulations LL and MM, 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).
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 the
application is 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

1

See https://www.federalreserve.gov/apps/reportforms/
See SR letter 12-12 at https://www.federalreserve.gov/supervisionreg/srletters/sr1212.htm.
3 The application may alternatively be submitted in paper form.
2

4

See https://www.federalreserve.gov/supervisionreg/afi/eapps_contacts.htm
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FR MM-10(o)-2
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General Instructions
circumstances, name check and financial
information related to individuals involved in a
proposed transaction may be required. Such
information for individuals must 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.
If any information initially furnished in the
application changes significantly during processing
of the application, these changes must be
communicated promptly to the appropriate
Reserve Bank.

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 u n l e s s 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). An applicant
may request confidential treatment for any
information, submitted in or in connection with
the 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.
Any request for confidential treatment must be
submitted in writing concurrently with the filing
of the application (or subsequent related
FR MM-10(o)-2
General Instructions

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.
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.) T h e a pplicant must follow the
steps outlined immediately below, and certify in
the application (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 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
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
t r e a t e d 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 an Order or Statement issued by
the Board in connection with its decision on the
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application. The Board’s staff normally will
notify 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.
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
261.15, which governs requests for confidential
treatment.

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 a n a pplicant’s presentation.

FR MM-10(o)-2
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An a pplicant bears the full burden for presenting
and documenting a case that meets the statutory
criteria for approval. Supporting information
may accompany the application, even if this
information is not required under the applicable
law, rule, or reporting form.

Compliance
The applicant is expected to comply with all
commitments made in connection with the
application, and the Board may condition
approval of the application on the applicant’s
compliance with any commitments.
The
applicant should immediately contact the
appropriate Reserve Bank if there is any change in
compliance with such commitments or any
change with respect to the representations made
in the application.

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Requested Information

sheet(s).
8.

Sequence, Timing, and Structure of the Proposed Stock Issuance

1.

Provide the expected chronological order of events related to the
proposed stock issuance beginning with the filing of this
application through completion of the stock issuance.

2.

Indicate whether the mutual holding company has held a
meeting of its members to vote on the proposed stock issuance
and, if so, the date of the vote and the results, including (i) the
total votes eligible to be cast, (ii) the total votes represented in
person or by proxy, (iii) the total votes cast in favor of and
against each matter, and (iv) the percentage of votes necessary
to approve each matter. If the meeting of members has not
taken place, indicate the date on which the meeting is
scheduled and, when available, provide the results of the vote.
In addition, provide the opinions of counsel as required by 12
CFR 239.56(d).

For an organization that would be subject to consolidated capital
standards following consummation of the proposed stock
issuance, 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 stock issuance; and the
resulting pro forma balance sheets; and
The financial information provided in items 7 and 8 above must be
prepared in accordance with generally accepted accounting principles
(“GAAP”) and be in sufficient detail to reflect any: 6

• Common equity and preferred stock;
• Other qualifying capital;
• Long- and short-term debt;
• Goodwill and all other types of intangible assets; and

3.

Provide a list of all regulatory approvals and filings required for
the proposed stock issuance, and the expected timing of required
approvals by other regulatory authorities.

4.

Discuss how the Applicant proposes to deploy the proceeds of
the stock issuance.

5.

Discuss whether a reasonable amount of shares or proceeds of
the stock issuance will be contributed to a charitable organization
that complies with 12 CFR 239.64(b) to 239.64(f).

6.

Confirm that the stock issuance plan, pursuant to
12 CFR 239.2(w) (Stock Issuance Plan), complies with
12 CFR 239.24, 239.25, and 239.59. If applicable, describe in
detail any proposed deviations from the regulations and why such
deviation is appropriate under the circumstances.

Financial Information; Expenses
7.

For an organization that would not be subject to consolidated
capital standards following consummation of the proposed stock
issuance, 5 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 stock issuance; and the resulting pro forma balance

• Material changes between the date of the balance sheet and the date
of the application (explained by footnotes).

9.

For an organization that would be subject to consolidated
capital requirements under the Board’s Regulation Q (12
CFR Part 217) following consummation of the proposed
stock issuance, provide a breakdown of the organization’s
pro forma risk-weighted assets as of the end of the most
recent quarter, showing each principal group of on- and offbalance sheet assets and the relevant risk-weight. Also,
identify the pro forma components of common equity tier
1, additional tier 1, and tier 2 (if any) capital pursuant to the
capital adequacy regulations as of the end of the most
recent quarter, and provide calculations of the mutual
holding company’s pro forma common equity tier 1
capital, tier 1 capital, total capital, and leverage ratios
pursuant to the capital adequacy regulations.
If
applicable, also provide the organization’s pro forma
supplementary leverage ratio pursuant to the capital
adequacy regulations.

10. Provide detailed listing of the expenses associated with the

This type of o r g a n i z a t i o n includes, for example, a company that on a pro forma Commissioners utilizing only Statutory Accounting Principles in accordance with
basis would be subject to the Board’s Small Bank Holding Company and Savings and State law, shall not be required by the Board to prepare such financial statements
Loan Holding Company Policy Statement. See 12 CFR 238.9; 12 CFR 225, Appendix C.
in accordance with Generally Accepted Accounting Principles.
6 Pursuant to 12 USC § 5371(c)(3)(A), mutual insurance companies that are persons regulated
by a state insurance regulator that engage in the business of insurance and that file financial
statements with a State insurance regulator or the National Association of Insurance
5

FR MM-10(o)-2
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proposed stock issuance, including (but not limited to) legal
fees, escrow fees, underwriting fees, valuation (appraisal)
fees, transfer agent fees, auditing and accounting expenses.

Convenience and Needs
11. Discuss how the proposed stock issuance will affect the
convenience and needs of the communities served by the
Applicant. See 12 CFR 239.55(g)(3).

Exhibits

Exhibit 6. Proxy Soliciting Materials

Furnish copies of all proxy soliciting materials, including proxy
statements and forms of proxy proposed to be circulated to members
of the mutual holding company, and a legal opinion indicating that any
marketing materials comply with all applicable securities laws. Proxy
statements and forms of proxy must contain the information specified
in 12 CFR 239.57.

Provide the following exhibits as attachments to this form.
Exhibit 1: Stock Issuance Plan
Provide the Stock Issuance Plan adopted by the board of
directors of the Applicant’s subsidiary depository institution. The
plan must contain all of the information specified in 12 CFR
239.25.
Exhibit 2: Business Plan(s)

Provide a copy or copies of the business plan(s) for the mutual holding
company and Applicant (submitted as a separately bound, confidential
exhibit) consistent with the requirements of 12 CFR 239.53(b), if any
changes to the business plan(s) would result from the proposed stock
issuance.

Exhibit 3. Resolution(s) of Board of Directors

Provide a certified copy or copies of your board of directors’ resolution
or resolutions relating to the proposed stock issuance, as set out in 12
CFR Part 239, including: (1) adopting the Stock Issuance Plan; and (2)
authorizing this application.

Exhibit 4. Charters and Bylaws

Provide copies of the Applicant’s charter and bylaws reflecting any
proposed amendments regarding the authority to issue stock, as
referenced in 12 CFR 239.24(b)(2).

Exhibit 5. Appraisal Materials

Provide a copy of the appraisal materials related to the proposed stock
issuance, consistent with the requirements of
12 CFR 239.55(g)(2).

FR MM-10(o)-2
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Documents that are furnished in proposed form, pursuant to the
foregoing, must be furnished in final form immediately after the
meeting(s) of members to vote on the proposed stock issuance.

Exhibit 7. Offering Circular

Provide a copy of the Offering Circular for the proposed stock
issuance pursuant to 12 CFR 239.58(a).

Exhibit 8. Opinion of Counsel

Furnish a legal opinion of counsel for the Applicant that
addresses, at a minimum:
(a) The legal sufficiency of the proposed forms of stock certificate
and order forms for the stock to be issued by the Applicant;
(b) The state law requirements applicable to the Stock Issuance
Plan, including citations to applicable state law and a
statement regarding whether such requirements will be
fulfilled by the Stock Issuance Plan; and
(c) Whether the Stock Issuance Plan is consistent with the terms
of the Applicant’s charter, including terms governing the type
and amount of stock that may be issued.
Exhibit 9: Miscellaneous Documentation
Provide the following documents:

(a) Proposed forms of stock certificates, and similar forms for any
other securities to be issued, and proposed order forms.
(b) Any trustee agreements or indentures, or other agreements
or documents defining or affecting the rights of persons
acquiring stock in the proposed issuance.
(c) Any employee stock benefit plan and form of employee stock
benefit plan agreement for any tax-qualified or non-taxqualified employee stock benefit plan of the association that
will purchase any of the stock to be issued.
(d) Any actual or proposed valuation (appraisal) agreement,
underwriting contracts, or agreements among underwriters.
(e) Any required undertaking or affidavits by officers or directors
purchasing shares in the issuance stating that they are acting
independently.

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Documents that are furnished in proposed form, pursuant to
the foregoing, must be furnished in final form immediately
after the meeting(s) of members to vote on the proposed
stock issuance.

FR MM-10(o)-2
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