Disclosure FR MM-10(o)-1

INSTRUCTIONS FOR PREPARATION OF

Notice of Mutual Holding Company
regarding the preparation and filing of applications should
Reorganization Inquiries
be directed to the Reserve Bank responsible for supervising the
(FR MM-10(o)-1)

applicant. For applicants not currently supervised by a Reserve Bank,
inquiries should be directed to the Reserve Bank of the Federal
Reserve district in which the company's banking operations would be
principally conducted, as measured by total domestic deposits in its
subsidiary savings association(s) on the date it will become a mutual
holding company (the "appropriate Reserve Bank").

Who May Use This Form
This form should be used for applications filed with the
Federal Reserve System (the “Federal Reserve”) under
section 10(o) of Home Owners’ Loan Act of 1933, as
amended (“HOLA”), 12 U.S.C. § 1467a(o); and
12 CFR 239.3, that involve the reorganization of a
mutual savings association (as defined in 12 CFR
239.2(s)) to a federally chartered mutual holding company (as defined in 12 CFR 239.2(k)) with a newly
formed stock savings association.

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.

DRAFT

If the proposed reorganization results in the issuance
of stock to any person other than the mutual holding
company, an applicant must submit FR MM-10(o)2 in addition to this form.

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
1. See https://www.federalreserve.gov/apps/reportforms/
2. See SR letter 12-12 at https://www.federalreserve.gov/supervisionreg/
srletters/sr1212.htm

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 circumstances, name check and financial information related
to individuals involved in a proposed transaction may
be required. Such information for individuals must be

3. The application may alternatively be submitted in paper form.
4. See https://www.federalreserve.gov/supervisionreg/afi/
eapps_contacts.htm

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of the largest subsidiary savings association, of an applicant
and of each savings association, shares of which are to be
directly or indirectly acquired, are located.
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.

Publication Requirement
The applicant must publish a notice in a newspaper of
general circulation in the community(ies) in which the
head offices of the applicant, its largest subsidiary savings association, and each savings association to be
directly or indirectly acquired are 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.

iary holding company, if applicable, and location of head
offıce(s); include name and location of savings association, subsidiary holding company, or other nonbank
insured depository institution, if any). The Board considers a number of factors in deciding whether to
approve the application, including the record of performance of savings associations 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 (appropriate Reserve Bank and address or email address of
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 CFR Part 262. Procedures for
processing protested applications may be found at
12 CFR 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 Board 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.
personnel and medical and similar files

DRAFT

The applicant should contact the appropriate Reserve
Bank or visit the Board’s public website for the recommended publication format. 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 (12 CFR 262.3(b)).
The following is a sample notice:
Notice of Application for
(Regorganization of a Savings Association
to a Mutual Holding Company)
(Name and location of head offıce of savings association) intends to apply to the Board of Governors of
the Federal Reserve System (Board) for permission to
reorganize a mutual savings association to a mutual
holding company to be known as (name and location of
head offıce). As part of the reorganization, we intend
to acquire control of (savings association), a newly
formed stock savings association (and name of subsid-

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 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). 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 opin-

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information is nonpublic commercial or financial
information, which is both customarily and actually
treated as private,

ion 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 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.)
The applicant must follow the steps outlined immediately below, and certify in the application (or related
submissions) that these steps have been followed.

The Federal Reserve will determine whether information submitted as confidential will be so treated 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 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.

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
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.

Supporting Information

261.17

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. An applicant 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.

Requested Information
Sequence, Timing and Structure of Proposed
Reorganization
(1) Provide the expected chronological order of
events related to the proposed reorganization
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Add: Where the subsidiary or target savings associations have elected to
utilize the Community Bank Leverage Ratio framework, applicants are not
required to identify risk-weighted assets or provide risk-weighted capital
ratios where requested.
beginning with the filing of this application
through completion of any proposed acquisition
by the mutual holding company, as defined in
12 CFR 239.2(k).

(2) Indicate whether the mutual holding company
has held a meeting of its members to vote on the
proposed reorganization 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).

(6) For a mutual holding company that would be
subject to consolidated capital standards following consummation of the proposed reorganization, 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 reorganization;
and the resulting pro forma balance sheets.
The financial information provided in items 4 and
5 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;

DRAFT

(3) Provide a list of all regulatory approvals and filings required for the proposed reorganization,
and the expected timing of required approvals
by other regulatory authorities.

(4) Discuss whether the proposed reorganization
involves the proposed formation of a federally
chartered stock holding company controlled by
a mutual holding company that owns the stock
of a savings association whose depositors have
membership rights in the parent mutual holding
company (Subsidiary Holding Company) pursuant to 12 CFR 239.11.

Financial Information
(5) For a mutual holding company that would not be
subject to consolidated capital standards following consummation of the proposed reorganization5 provide a pro forma 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 reorganization.

5. This type of organization includes, for example, a company that
on a pro forma basis would be subject to the Board’s Small Bank Holding Company and Savings and Loan Holding Company Policy Statement. See 12 CFR 238.9; 12 CFR 225, Appendix C.

• Other qualifying capital;

• Long- and short-term debt;
• Goodwill and all other types of intangible
assets; and
• Material changes between the date of the balance sheet and the date of the application
(explained by footnotes).

(7) For a mutual holding company that would be
subject to consolidated capital requirements
under the Board’s Regulation Q (12 CFR
Part 217) following consummation of the proposed reorganization, 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 off-balance 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 applicant’s pro forma common equity tier 1 capital, tier 1 capital, total capi-

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 Commissioners utilizing only Statutory Accounting Principles in accordance
with State law, shall not be required by the Board to prepare such financial statements in accordance with Generally Accepted Accounting
Principles.

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tal, and leverage ratios pursuant to the capital
adequacy regulations. If applicable, also provide
the applicant’s pro forma supplementary leverage
ratio pursuant to the capital adequacy
regulations.

Charters and bylaws
(8) Identify whether the charter and bylaws of the
mutual holding company and Subsidiary Holding Company (if applicable) as provided in
Exhibit 4 below, differ in any respect from the
model charters and bylaws contained in the
Board’s Regulation MM and, if so, describe the
differences in detail and explain why the organization proposes a non-conforming charter or
bylaws.

association, other than the Resulting Association, that is acquired by a mutual holding company as part of, and concurrently with, a mutual
holding company reorganization, and is in the
mutual form immediately prior to such acquisition (Acquiree Association) will be insured or
indemnified in any manner against any liability
that he or she may incur in his or her capacity as
such.

Exhibits
Provide the following exhibits as attachments to this
form:
Exhibit 1: Reorganization Plan. Provide the complete
Reorganization Plan adopted by the boards of directors of the Reorganizing Association and any Acquiree
Association. The Reorganization Plan must contain
the information specified in 12 CFR 239.6.

DRAFT

Expenses; Indemnification

(9) Provide a detailed listing of expenses associated
with the proposed reorganization, including (but
not limited to) legal fees, escrow fees, underwriting fees, valuation (appraisal) fees, transfer agent
fees, auditing and accounting expenses.
(10) Describe the procedures that would be put in
place to ensure that expenses properly allocable
to the mutual holding company or Subsidiary
Holding Company (e.g., employee compensation, accounting, holding company filings, and
taxes) are in fact paid by the mutual holding
company, rather than any of its savings association subsidiaries.

(11) State the general effect of any charter provisions,
bylaw provisions, contract, arrangement, statute, or regulation to be in effect during or after
the proposed reorganization under which any
underwriter, appraiser, lawyer, accountant, or
expert, or director or officer of the mutual savings association that proposes to reorganize to
become a mutual holding company (Reorganizing Association), the mutual holding company,
the savings association in stock form that is
organized as a subsidiary of a Reorganizing
Association to receive the substantial part of the
assets and liabilities of the Reorganizing Association upon consummation of the reorganization (Resulting Association), or any savings

Exhibit 2: Business Plan(s). Provide a copy of the business plan(s) for the proposed mutual holding company
and the Resulting Association. The business plan must
include, without limitation, a complete description of
operations, investments, and financial projections for
each such entity for the first three (3) years after the
proposed reorganization; and must describe how the
proceeds of any stock issuance, if applicable, will be
deployed; and must explain the extent to which the
proposed reorganization will affect the convenience
and needs of the communities to be served by the
Reorganizing Association and the Resulting Association. The business plan must specify the assumptions
upon which the projections are based.
Exhibit 3: Resolution(s) of the Board(s) of Directors

(1) Provide a certified copy or copies of resolutions
adopted by a majority of the board of directors
of the Reorganizing Association: (i) adopting
the Reorganization Plan filed with this application, and (ii) authorizing the filing of this
application.
(2) If the proposal involves any Acquiree Association, submit a certified copy of resolutions
adopted by a majority of the board of directors
of the Acquiree Association: (i) approving the
Reorganization Plan, and (ii) authorizing the filing of this application.

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Exhibit 4: Charters and Bylaws
Provide copies of the proposed charter and bylaws of
the mutual holding company, that meet the requirements of 12 CFR 239.13 and 12 CFR 239.15.
Exhibit 5: 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 Reorganizing Association for approval of the Reorganization Plan. If the
Reorganization Plan involves an Acquiree Association,
also submit preliminary copies of the proxy soliciting
materials to be circulated to members of the Acquiree
Association. Proxy statements and forms of proxy
must contain the information specified in 12 CFR
239.57.

Exhibit 7: Federal and state tax opinions and rulings

(1) Furnish an opinion of the tax advisor to the
Reorganizing Association and any Acquiree
Association or, if applicable, a ruling from the
Internal Revenue Service as to the federal
income tax consequences of the Reorganization
Plan to the mutual holding company, the Resulting Association, any Acquiree Association, and
to the members of the Reorganizing Association
and any Acquiree Association
(2) Furnish an opinion of the tax advisor of the
Reorganizing Association and any Acquiree
Association, or, if applicable, a ruling from the
appropriate state taxing authority, regarding any
tax consequences of the Reorganization Plan to
the mutual holding company, the Resulting
Association and any Acquiree Association and
to the members of the Reorganizing Association
and any Acquiree Association under the laws of
the state in which the Reorganizing Association
and any Acquiree Association have their home
offices.

DRAFT

Documents that are furnished in proposed form, pursuant to the foregoing, must be furnished in final form
immediately after the meeting(s) of members of the
Reorganizing Association and any Acquiree Association to consider the Reorganization Plan.
Exhibit 6: Opinion of Counsel

Furnish a legal opinion of counsel for the Reorganizing Association and for any Acquiree Association that
addresses, at a minimum:

(1) The legal sufficiency of the Reorganization Plan
to achieve transfer of the assets and liabilities of
the Reorganizing Association to the Resulting
Association.
(2) If either the Resulting Association or any
Acquiree Association will be state chartered, the
state law requirements applicable to the reorganization, including citations to applicable state
law and a statement regarding whether such
requirements will be fulfilled by the
reorganization.

Exhibit 8: Miscellaneous Documentation
Provide the following documents:

(1) Any proposed management employment contracts or contracts with directors.
(2) Any material loan agreements relating to borrowings by the Reorganizing Association and
any Acquiree Association other than from a
Federal Home Loan Bank and other than subordinated debt securities approved by the Board.

Documents that are furnished in proposed form, pursuant to the foregoing, must be furnished in final form
immediately after the meeting(s) of members of the
Reorganizing Association and any Acquiree Association to consider the Reorganization Plan.

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