Form FR 2081a FR 2081a Interagency Notice of Change in Bank Control

Board of Governors of the Federal Reserve System OMB Number 7100-0134 Approval expires May 31, 2021
Federal Deposit Insurance Corporation
OMB Number 3064-0019 Approval expires June 30, 2021
Office of the Comptroller of the Currency
OMB Number 1557-0014 Approval expires February 28, 2021
Page 1 of 11

Board of Governors of the Federal Reserve System

Interagency Notice of Change in Control—FR 2081a
An organization or a person is not required to respond to a collection of information unless it displays a currently valid OMB control number.

General Information and Instructions
Preparation and Use
This form is used to file notice to acquire control of a depository institution or a holding company, pursuant to the Change in Bank Control
Act, as amended (12 U.S.C. § 1817(j)). As used in this form, "holding
company" means a bank holding company, a savings and loan holding company, or other company that controls a depository institution.
The information must be submitted to the appropriate federal banking
agency of the institution whose shares are to be acquired. All inquiries
on preparation of the notice should be directed to that agency which,
in some circumstances, may modify the information requested.
The federal banking agency will review the submitted notice to determine if it is complete. If the submitted notice is not complete, the federal banking agency may either request additional information or it
may return the notice. If the required information is not available,
please explain. When the notice is complete, the federal banking
agency will confirm its determination in writing. The questions are not
intended to duplicate information supplied on another form or in an
exhibit; a cross-reference to the information is acceptable. Any crossreference must be made to a specific location in the documents, so
the information can be found easily. If additional space is needed to
provide complete answers, please attach additional sheets or exhibits.
For additional information regarding the processing procedures and
guidelines, and any supplemental information that may be required,
refer to the appropriate federal banking agency's procedural guidelines (for example, the OCC's Rules and Regulations (12 C.F.R.
Part 5.50), the Comptroller's Licensing Manual, the FDIC's Rules
and Regulations (12 C.F.R. Part 303), and the Board's Regulations Y
and LL (12 C.F.R. Part 225 and 12 C.F.R. Part 238, respectively))
and relevant policy statements. Contact the agency directly for
specific instruction, or visit its Website at www.occ.treas.gov,
www.fdic.gov, or www.federalreserve.gov.
Biographical and Financial Report
To assist the appropriate federal banking agencies in evaluating the
factors specified in the Change in Bank Control Act, an Interagency
Biographical and Financial Report is generally required for each
person named in the notice.
Supporting Information
The questions in the notice are not intended to limit the acquirer's
responses, and the federal banking agency may request additional
necessary information. If any information furnished in the notice

changes materially during the processing of the notice or prior to
consummation, such changes should be communicated promptly
to the federal banking agency with which the notice was filed.
Compliance
The acquirer is expected to comply with all representations and
commitments made in connection with this notice.
Transactions subject to the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 (15 U.S.C. § 18a), which applies to certain very large
transactions, require a pre-merger filing with the Federal Trade
Commission and the Department of Justice.
Notice of Publication
An acquirer must publish an announcement soliciting public comment
on the proposed acquisition in a newspaper of general circulation in the
community in which the head office of the depository institution or
holding company is located. In the case of a bank holding company or
savings and loan holding company, an announcement also must be
published in each community in which the head office of a bank or savings association subsidiary of the holding company is located. A copy
of the affidavit(s) of publication should be submitted to the appropriate
federal banking agency. Contact the appropriate federal banking
agency for the specific requirements of the notice of publication.
Confidentiality
Any acquirer desiring confidential treatment of specific portions of the
notice must submit a request in writing with the submission of the
notice. The request must discuss the justification for the requested
treatment. An acquirer'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 U.S.C. § 552). Information for which confidential
treatment is requested should be (1) specifically identified in the public
portion of the notice (by reference to the confidential section); (2) separately bound; and (3) labeled "Confidential." An acquirer should follow
the same procedure for a request for confidential treatment for the subsequent filing of supplemental information to the notice.
An acquirer should contact the appropriate federal banking agency for
specific instructions regarding requests for confidential treatment. The
appropriate federal banking agency will determine whether the information will be treated as confidential and will advise the acquirer of any
decision to publicly release information labeled as "Confidential."

Public reporting burden for the collection of information for this notice is estimated to average 30.5 hours, 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: Paperwork Reduction Act, Legal Division, Federal Deposit Insurance Corporation, 550 17th Street, NW, Washington, DC 20429; Secretary, Board of Governors of
the Federal Reserve System, 20th Street and Constitution Ave., NW, Washington, DC 20551; or Licensing Activities Division, Office of the Comptroller of the Currency, 400 7th Street, SW,
Washington, DC 20219; and to the Office of Management and Budget, Paperwork Reduction Project, Washington, DC 20503.

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FR 2081a
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Interagency Notice of Change in Control—Continued
Privacy Act Statement
Purposes
This form is used to file notice to acquire control of a depository
institution or a holding company, pursuant to the Change in Bank
Control Act, as amended (12 U.S.C. § 1817(j)), to the federal
banking agencies, respectively, the Board of Governors of the
Federal Reserve System (Board), the Office of the Comptroller
of the Currency (OCC), and the Federal Deposit Insurance
Corporation (FDIC). This Privacy Act statement is made pursuant
to the requirements of the Privacy Act of 1974, 5. U.S.C. § 552a.
For this particular form, the Privacy Act statement applies only
to Board and FDIC filers, as the OCC does not maintain
the information in a system where it is retrieved by a
personal identifier.
Authority
Change in Bank Control Act, as amended (12 U.S.C. § 1817(j)).
Effects of Nondisclosure
This form solicits information that enables the federal banking
agencies to evaluate and make a decision on each proposed
change in control under the standards prescribed in the Change
in Bank Control Act. Provision of the requested information is
voluntary. However, failure to provide information requested in
connection with the processing of this notice may result in
disapproval of a proposed acquisition or a determination that
complete notice has not been submitted.
Routine Uses for Board Filers
The information you provide will be stored by the Board in the
System of Records entitled “BGFRS-37: Electronic Applications.”
All or part of the information may be disclosed outside of the
Board as follows:
1. To the appropriate federal, state, local, foreign, or self-regulatory
organization or agency responsible for investigating, prosecuting,
enforcing, implementing, issuing, or carrying out a statute, rule,
regulation, order, policy, or license if the information may be
relevant to a potential violation of civil or criminal law, rule,
regulation, order, policy, or license;
2. To a federal agency in the executive, legislative, or judicial branch
of government, or to a Federal Reserve Bank, in connection with
the hiring, retaining, or assigning of an employee, the issuance of
a security clearance, the conducting of a security or suitability
investigation of an individual, the classifying of jobs, the letting of a
contract, the issuance of a license, grant, or other benefits by the
receiving entity, or the lawful statutory, administrative, or
investigative purpose of the receiving entity to the extent that the
information is relevant and necessary to the receiving entity's
decision on the matter;
3. To a congressional office in response to an inquiry made by the
congressional office at the request of the individual to whom the
record pertains;
4. To the Department of Justice, a court, an adjudicative body or
administrative tribunal, a party in litigation, or a witness if the

Board (or in the case of an Office of Inspector General (OIG)
system, the OIG) determines, in its sole discretion, that the
information is relevant and necessary to the matter;
5. To contractors, agents, or others performing work on a contract,
service, cooperative agreement, job, or other activity for the
Board and who have a need to access the information in the
performance of their duties or activities for the Board;
6. To appropriate agencies, entities, and persons when: (1) the
Board suspects or confirms that the security or confidentiality
of information in the system of records has been compromised;
(2) the Board has determined that as a result of the suspected
or confirmed compromise there is a risk of harm to economic
or property interest, identity theft or fraud, or harm to the
security or integrity of this system or other systems or
programs (whether maintained by the Board or another agency
or entity) that rely upon the compromised information; and (3)
the disclosure is made to such agencies, entities, and persons
who are reasonably necessary to assist in connection with the
Board's efforts to respond to the suspected or confirmed
compromise and prevent, minimize, or remedy such harm;
7. To other bank and thrift regulatory agencies pursuant to
explicit information sharing agreements for regulatory comment
purposes; and
8. To another federal agency or federal entity, when the Board
determines that the information from the system of records is
reasonably necessary to assist the recipient agency or entity in
(1) responding to a suspected or confirmed breach, or (2)
preventing, minimizing, or remedying the risk of harm to
individuals, the recipient agency or entity (including its
information systems, programs, and operations), the Federal
Government, or national security, resulting from a suspected or
confirmed breach.
Routine Uses for FDIC Filers
The information you provide will be stored by the FDIC in the
System of Records entitled “FDIC 3064-0004: Changes in
Financial Institution Control Ownership Records.” All or part of
the information may be disclosed outside of the FDIC as follows:
1. To federal, state, local, foreign, or self-regulatory authorities
responsible for investigating or prosecuting a violation of, or for
enforcing or implementing a statute, rule, regulation, or order
issued, when the information indicates a violation or potential
violation of law, whether civil, criminal, or regulatory in nature, and
whether arising by general statute or particular program statute, or
by regulation, rule, or order issued pursuant thereto;
2. To a court, magistrate, or other administrative body in the course
of presenting evidence, including disclosures to counsel or
witnesses in the course of civil discovery, litigation, or settlement
negotiations or in connection with criminal proceedings, when the
FDIC is a party to the proceeding or has a significant interest in the
proceeding, to the extent that the information is determined to be
relevant and necessary;

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Interagency Notice of Change in Control—Continued
Privacy Act Statement–Continued
Routine Uses for FDIC Filers–Continued
3. To a congressional office in response to an inquiry made by the
congressional office at the request of the individual who is the
subject of the record;
4. To appropriate agencies, entities, and persons when (1) FDIC
suspects or has confirmed that there has been a breach of the
system of records; (2) FDIC has determined that as a result of
the suspected or confirmed breach there is a risk of harm to
individuals, FDIC (including its information systems, programs,
and operations), the federal government, or national security;
and (3) the disclosure made to such agencies, entities, and
persons is reasonably necessary to assist in connection with
FDIC's efforts to respond to the suspected or confirmed breach
or to prevent, minimize, or remedy such harm;
5. To another federal agency or federal entity, when FDIC
determines that information from this system of records is
reasonably necessary to assist the recipient agency or

entity in (1) responding to a suspected or confirmed breach
or (2) preventing, minimizing, or remedying the risk of harm
toindividuals, the recipient agency or entity (including its
information systems, programs, and operations), the federal
government, or national security, resulting from a suspected
or confirmed breach.
6. To federal, state, or foreign authorities in connection with
hiring or retaining an individual, conducting a background
security or suitability investigation, adjudication of liability,
or eligibility for a license, contract, grant, or other benefit;
7. To contractors, grantees, volunteers, and others performing or
working on a contract, service, grant, cooperative agreement,
or project for the FDIC, the OIG, or the federal government for
use in carrying out their obligations under such contract, grant,
agreement or project; and
8. To federal, state or foreign financial institutions supervisory
authorities for regulatory or enforcement purposes.

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FR 2081a
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Interagency Notice of Change in Control—Continued
1. Identity:
a. Name and address of acquirer(s):
(If an individual, provide last name, first name, and middle name)
(If a corporation or other entity, provide the full legal name and the type of organization, for example, ABC Company,
a corporation; ABC, a partnership; or ABC, a trust. If a trust, list the trustees and the beneficiaries.)

Street Address

Acquirer(s)

City / State / Province /
Zip Code / Country

Identify Group Acting in Concert /
Reason(s) Considered Acting in
Concert / Cite Relevant Regulatory
Provisions (if applicable)

b. Name and address of depository institution or holding company whose shares are to be acquired:1
Name of Depository Institution or Holding Company

Street Address
City

State / Providence

Zip / Postal Code

Country

c. Name, title, employer, address, telephone number, and e-mail address of the person to whom inquiries
concerning this notice may be directed:
Name

Title

Employer

Street Address

City

Area Code / Phone Number

State

Zip Code

E-mail Address

2. a. Indicate whether any proposed acquirer will join an existing individual, company, or group acting in concert that controls or will
control the target institution.
Yes
No
b. If the response to 2.a is “Yes,” list each other individual, company or group acting in concert, along with the amount of ownership
and control of voting securities held by each such individual, company or group acting in concert and the capacity in which voting
securities are owned or controlled by such individual, company or group acting in concert (as trustee or otherwise).

c. If the response to 2.a is “Yes,” has a change in control notice for the individual, company or group acting in concert previously
been reviewed?
Yes
No
1. If the holding company is not a bank holding company or a savings and loan holding company include the name and address of the subsidiary
depository institution as well.

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Interagency Notice of Change in Control—Continued
3. Is this notice being filed prior to the acquistion of control?

Yes

No

4. If the response to 2.c or 3 is "No," identify the exception to the prior notice requirement upon which the acquirer(s) relies. If no
exception is available, discuss the reason(s) that prior notice was not given and modify the wording of the form as appropriate to
provide all necessary information related to the transaction.

5. For each class of securities of the depository institution or holding company to be acquired, provide the total number of shares
(include options and warrants on such shares). For any shares other than common stock, provide a copy of the relevant terms:
a. Voting shares
Authorized
Shares

Options

Warrants

Shares

Options

Warrants

Shares

Options

Warrants

Shares

Options

Warrants

Shares

Options

Warrants

Shares

Options

Warrants

Currently outstanding
Pro forma outstanding
b. Nonvoting shares
Authorized
Currently outstanding
Pro forma outstanding
6. Provide the following information regarding all securities to be acquired. For any shares (including options and warrants) registered
or to be registered in another name (such as a trust, corporation, or partnership), indicate the names of registered parties, beneficial
owners and trustees, as applicable.
a. Voting shares (include options or warrants that are convertible into voting shares)

Full Name of Each Acquirer or Transferee

Number of Shares
(Include Options and
Warrants) Per Class of
Securities
Now Owned,
Controlled, or Held

Number of Shares
(Include Options and
Warrants) Per
Class of Securities to
be Purchased by or
Transferred to the
Acquirer or Transferee

Number of Shares
(Include Options and
Warrants) per
Class of Securities
After Completion of
Acquisition

Total
Total as Percent of Shares Outstanding Per Class of Securities

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Interagency Notice of Change in Control—Continued
6. b. Non-voting shares (if any are owned or controlled by an acquirer who owns, controls, or has the power to vote voting securities)2

Full Name of Each Acquirer or Transferee

Number of Shares
(Include Options and
Warrants) Per Class of
Securities
Now Owned,
Controlled, or Held

Number of Shares
(Include Options and
Warrants) Per
Class of Securities to
be Purchased by or
Transferred to the
Acquirer or Transferee

Number of Shares
(Include Options and
Warrants) per
Class of Securities
After Completion of
Acquisition

Total
Total as Percent of Shares Outstanding Per Class of Securities

c. Debt instruments and other investments (if any are owned or controlled by an acquirer who owns, controls, or has power to vote
voting securities) not included in parts a. or b.

Full Name of Each Acquirer or Transferee

Amount of Debt or
Other Investments
Now Owned,
Controlled, or Held

Amount of Debt or Other Amount of Debt or Other
Investments to be
Investments to be
Purchased by or
Owned, Controlled, or
Transferred to the
Held After Completion of
Acquirer or Transferee
the Acquisition

Total
Total as Percent of Debt or Other Investments Outstanding

d. Provide a narrative description of the transactions listed above as well as any related transactions. Related transactions include,
but are not limited to, acquisitions of any form of debt issued by the holding company or depository institution. This information is
necessary to understand the acquirer's total financial investment in the depository institution or holding company.

7. Indicate
a. The purchase price(s) per share of voting shares to be acquired.

$

b. The purchase price(s) per share of non-voting shares to be acquired.

$

c. Total purchase price for the entire proposed transaction.

$

d. The current market value per share of voting shares
(including date and source of information, if available).

$

e. The current market value per share of nonvoting shares
(including date and source of information, if available).

Date

Source

$

Date

Source

2. Include nonvoting equity shares but not any shares or form of debt that would be considered a class of voting securities.

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Interagency Notice of Change in Control—Continued
8. a. Discuss the proposal, including the purpose, terms, and conditions of the acquisition, and the manner and timing in which the
acquisition will be made.

b. Summarize and attach copies of all pertinent documents. Identify the documents that have been included by checking the
appropriate boxes below.

Check all that apply and attach a copy of each:
Purchase and Sale Agreements
Shareholder Agreements
Non-Compete Agreements
Employment Contracts
Trust Agreements
Invitation, Tender Offers, or Solicitation Materials
Other:

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Interagency Notice of Change in Control—Continued
9. Provide the following information for all voting and nonvoting shares and debt instruments to be acquired and funds to be sourced
for the contemplated purchase. For each acquirer or transferee, list all distinct sources of funds and the amount obtained from
each source.

Name of Each Acquirer or Transferee

Total Purchase Price

Source(s) of Funds

Amount of Funds
from Each Source

$

Total

$

a. If cash funds will be used, provide copies of checking, savings, or money market account statements. If assets will be
liquidated, list those assets and provide a copy of any documents pertaining to such transactions.

b. If any portion of the funds (or other consideration) for the acquisition will be borrowed, indicate the name of each borrower,
name and address of each lender, amount financed, collateral to be pledged, and terms of the transaction, including interest
rates, amortization requirements, guarantors, endorsers, co-makers, and any other arrangements, agreements, and understandings between and among the parties. If applicable, submit a copy of any loan commitment letter, or similar documentation.

c. Provide a full description of the source(s) of funds to be used to service or repay the borrowed funds. Provide details if the
acquirer will rely on salaries, dividends, fees, or other funds from the depository institution or holding company to be acquired.

10. Provide the following information regarding the source(s) of the shares to be acquired.

Name of Each Seller, Transferor or Issuer

Number of Shares of
Voting Securities to be
Sold or Transferred

Number of Shares of
Nonvoting Securities to
be Sold or Transferred

Amount of Debt and
Other Investments to be
Sold or Transferred

Total
Total as Percent of Total Shares Outstanding Per Class of Securities
(or as a Percent of Debt or Other Investments Outstanding)
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FR 2081a
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Interagency Notice of Change in Control—Continued
11. Identify any person or parties employed, retained, or to be compensated by any acquirer, or by any person on behalf of any acquirer,
to make solicitations or recommendations to stockholders and thereby assist in the acquisition. Include a description of the terms of
such employment, retainer, or arrangement for compensation, and provide a copy of any such agreement or contract.

12. Describe in detail any plans or proposals that any acquirer may have to: (a) liquidate the depository institution or holding company
to be acquired, (b) sell its assets, (c) merge it with any company, or (d) make any other significant change in its business strategy
or corporate structure.

13. If changes are contemplated in the board of directors or senior executive officers of the depository institution or holding company
to be acquired, provide a current and pro forma list of officers and directors. The appropriate federal banking agency should be
contacted to determine the filing or other information requirements associated with changes to the board of directors or senior
executive officers, pursuant to Section 32 of the Federal Deposit Insurance Act (12 U.S.C. § 1831i).

14. For each acquirer, indicate any positions currently held (director, officer, or employee) in any other depository institution or holding
company. Also indicate if any acquirer directly or indirectly (such as through personal trusts, corporations, or similar arrangements)
owns, controls, or has power to vote 5 percent or more of any class of voting securities or other voting equity interests of any other
depository institution or holding company.

Name of Each
Acquirer or Transferee

Name and Address of Each
Depository Institution or
Holding Company

Position and
Date Appointed

Percent
Ownership of
Class of Securities

Date

Date

Date

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FR 2081a
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Interagency Notice of Change in Control—Continued
15. If any office of any depository institution or holding company with which the acquirer is currently associated is located in the same
geographic market as the subject institution, provide the name and location of each office of such other organization.

16. If the proposed acquirer is a company and the acquirer is engaged, directly or indirectly (including through a subsidiary), in
insurance activities that are supervised by a state insurance regulator, provide:
a. The name of the company.

b. A description of the insurance activity that the company is engaged in and has plans to conduct.

c. A list of each state and the lines of business in that state in which the company holds, or will hold, an insurance license. Indicate
the state where the company holds a resident license or charter, as applicable.
State

Line of Business

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Interagency Notice of Change in Control—Continued
Certification
This notice must be signed by each acquiring party, or by at least two directors, officers, partners, or others authorized to sign on behalf
of an acquiring party that is not an individual.
I certify that the information contained in this notice has been examined carefully by me and is true, correct, and complete, and is
current as of the date of this submission. 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.
I acknowledge that final action on this notice is in the discretion of the appropriate federal banking agency. Actions or communications,
whether oral, written, or electronic, by an agency or its employees in connection with this filing do not constitute a contract, either
express or implied, or any other obligation binding upon the agency, other federal banking agencies, the United States, any other
agency or entity of the United States, or any officer or employee of the United States. Such actions or communications will not affect the
ability of any federal banking agency to exercise its supervisory, regulatory, or examination powers under applicable law and
regulations. I further acknowledge that the foregoing may not be waived or modified by any employee or agent of a federal banking
agency or of the United States.

Signed this

day of
Day

,
Month

.
Year

Signature

Signature

Print or type name

Print or type name

Title (if applicable)

Title (if applicable)

06/2018