Form FR 2070 FR 2070 Interagency Bank Merger Act Application

Board of Governors of the Federal Reserve System OMB Number 7100-0171 Approval expires May 31, 2024
Federal Deposit Insurance Corporation
OMB Number 3064-0015 Approval expires July 31, 2024
Office of the Comptroller of the Currency
OMB Number 1557-0014 Approval expires January 31, 2024
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Board of Governors of the Federal Reserve System

Interagency Bank Merger Act Application—FR 2070
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 application is used to effect a merger transaction under section 18(c) of the Federal Deposit Insurance Act (FDIA), as
amended (12 U.S.C. § 1828(c)), and for national banks using
sources of merger authority, such as 12 U.S.C. §§ 215, 215a.
"Merger transaction" includes a merger, consolidation, assumption of deposit liabilities, and certain asset transfers between or
among two or more institutions. An application is required for
merger transactions between or among affiliated institutions (affiliate transactions) as well as for merger transactions between or
among nonaffiliated institutions.
An affiliate transaction refers to a merger transaction or other business combination (including a purchase and assumption) between
institutions that are commonly controlled (for example, between a
depository institution and an affiliated interim institution).
Applicants proposing affiliate transactions are not required to
complete questions 16 through 18 of this form.
All questions must be answered with complete and accurate information that is subject to verification. If the answer is "none," "not
applicable," "not available," or "unknown," so state. Answers of
"not available" or "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. A
cross-reference to the information is acceptable. Any cross-reference must be made to a specific 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 application. The responsible regulatory agency may request additional information.
Applications involving insured depository institutions must be submitted to the responsible regulatory agency of the insured depository institution that is the acquiring, assuming, or resulting institution
(resultant institution). All questions about preparing the merger
application should be directed to that agency, along with the information requested in the application and other information requested
by the responsible agency. In addition, all applications involving a
noninsured bank or institution must be submitted to the FDIC.

For additional information regarding the processing procedures
and guidelines and any supplemental information that may
be required, please refer to the responsible regulatory agency's
procedural guidelines (for example, the OCC's Rules and
Regulations (12 C.F.R Part 5), the Comptroller’s Licensing
Manual, the FDIC’s Rules and Regulations (12 C.F.R. Part 303)
and Statement of Policy on Bank Merger Transactions) and other
relevant policy statements. Contact the responsible regulatory
agency directly for specific instruction, or visit its website at
www.fdic.gov, www.occ.treas.gov, and www.federalreserve.gov.

Interim Charters and Federal Deposit Insurance
An interim state or federal depository institution charter may be
used to facilitate a merger transaction. An interim institution is
one that does not operate independently but exists, usually for a
very short time, solely as a vehicle to accomplish a merger transaction (for example, to facilitate the acquisition of 100 percent of
the voting shares of an existing depository institution). The processing procedures and guidelines for chartering an interim institution may be found in the guidelines of the appropriate responsible regulatory agency.
Applicants should consult the FDIC's Rules and Regulations
(12 C.F.R. § 303.62(b)(2)) or contact the FDIC directly to discuss
relevant deposit insurance requirements. An application for deposit
insurance is not required in connection with a merger transaction
(other than a purchase and assumption) between a federally
chartered interim institution and an existing FDIC-insured
depository institution, including those instances in which the
resulting institution is to operate under the charter of the federal
interim institution. However, an application for deposit insurance
is required if a state-chartered interim bank or savings
association is organized solely to facilitate a merger transaction
which will be reviewed by a federal banking agency other than the
FDIC. Merger transactions (including a purchase and assumption)
between an FDIC-insured institution and a non-FDIC-insured
institution are subject to FDIC approval under section 18(c)(1) of
the FDIA (12 U.S.C. § 1828(c)(1)).
In making its determination to grant deposit insurance under section 5(a) of the FDIA (12 U.S.C. § 1815(a)), the FDIC will consider
the factors enumerated in section 6 of the FDIA (12 U.S.C. § 1816).

Public reporting burden for this collection of information is estimated to average 31 and 19 hours for nonaffiliate and affiliate transactions, respectively, 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 and C Streets, 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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General Information and Instructions—Continued
If applying for deposit insurance under section 5(a), check the
appropriate boxes on the top of the application form and include
with this application any additional relevant information.

Establishment of Branches and Branch Closings
This Interagency Bank Merger Act Application will be deemed to
constitute an application to operate the target institution's main
office and branches as branches of the applicant pursuant to section 9 of the Federal Reserve Act (12 U.S.C. § 321) for state
member banks, section 18(d) of the FDIA (12 U.S.C. § 1828(d)) for
state nonmember insured banks, 12 U.S.C. § 36 for national banks,
and 12 CFR 5.31 for federal savings associations.
Refer to the Interagency Policy Statement on Branch Closings
and applicable law for branch closure notice requirements under
section 42 of the FDIA (12 U.S.C. § 1831r-1) if a branch is closed
as a result of a merger transaction.

Notice of Publication
An applicant must publish notice of the proposed acquisition in a
newspaper of general circulation in the community or communities in which the main office of each of the parties to the transaction is located (12 U.S.C. § 1828(c)(3)), or if there is no such
newspaper in any such community, then in a newspaper of general circulation published nearest to the community. A copy of the
affidavit(s) of publication should be submitted to the responsible
regulatory agency. Contact the responsible regulatory agency for
the specific requirements of the notice of publication.

Compliance
An applicant is expected to comply with all representations and
commitments made in the application.
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.
Refer to the Federal Trade Commission's website for specific
details (www.ftc.gov).

applicant submit an electronic copy of the information in the
application, especially of the financial projections. Submission of
an electronic copy is voluntary. It will be used only for internal review and processing, and those portions granted confidential
treatment will not be released to the public. For electronic submissions, contact the responsible regulatory agency for instructions
and information about secure transmission of confidential material.
For the Board, the application may be submitted in paper form, or
electronically through the Board's web-based application E-Apps.
Additional information on E-Apps may be found on the Board's
public website. For the Office of the Comptroller of the Currency
(OCC), the application may be submitted in paper form, or
electronically through the OCC's web-based application CATS.
Additional information on CATS may be found on the OCC's
public website.

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 under the Freedom
of Information Act (5 U.S.C. § 552). 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.
The applicant should contact the responsible regulatory agency
for specific instructions regarding requests for confidential treatment. The responsible regulatory agency will determine whether
the information will be treated as confidential and will advise the
applicant of any decision to make available to the public information labeled as "Confidential."

Electronic Submission
In addition to an original application and the appropriate number of
signed copies, the responsible regulatory agencies request that the

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Interagency Bank Merger Act Application
Check all that apply:
Type of Filing

Form of Transaction

Filed Pursuant To

Affiliate/Corporate Reorganization

Merger

12 U.S.C. § 1828(c)

Combination with Interim
Depository Institution

Consolidation
Purchase and Assumption

12 U.S.C. §§ 215, 215a-c

Non-affiliate Combination
Other

Branch Purchase and Assumption
Other

Other

12 U.S.C. § 1815(a)

Applicant Depository Institution
Name

Charter / Certificate Number

Street

City

State

Zip Code

Target Institution
Name

Charter / Certificate Number

Street

City

State

Zip Code

Resultant Institution (if different than the applicant)
Name

Charter / Certificate Number

Street

City

State

Zip Code

State

Zip Code

Contact Person
Name

Title / Employer

Street

City

Area Code / Phone Number

Email Address
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Interagency Bank Merger Act Application—Continued
1. Describe the transaction's purpose, structure, significant terms,
conditions, and termination dates of related contracts or agreements, and financing arrangements, including any plan to raise
additional equity or incur debt.
2. Indicate any other filings related to this transaction with other
state and federal regulators.
3. Discuss whether and how the resultant institution's business
strategy and operations will remain the same or change from
that of the applicant. Identify new business lines. Provide a
copy of the business plan, if available. Discuss the plan for
integrating any new businesses into the resultant institution.
4. Provide a copy of (a) the executed merger or transaction
agreement, including any amendments, (b) any board of directors' resolutions related to the transaction, and (c) interim charter, names of organizers, and any other related documents.
5. Describe any issues regarding the permissibility of the proposal with regard to applicable state or federal laws or regulations (for example, nonbank activities, branching, or qualified thrift lender test).
6. Describe any nonconforming or impermissible assets or activities that the applicant or resultant institution may not be permitted to retain under relevant law or regulation, including the
method of and anticipated time period for divestiture
or disposal.
7. Provide the following financial information:
a. Pro forma Balance sheet, as of the end of the most recent
quarter. Indicate separately for the applicant and target
institution each principal group of assets, liabilities, and
capital accounts; debit and credit adjustments (explained by
footnotes) reflecting the proposed acquisition; and the
resulting pro forma combined balance sheet.
b. Projected balance sheets and corresponding income
statements as of the end of the first three years of operation following consummation. Describe the assumptions
used to prepare the projected statements.
c. Provide a discussion on the valuation of the target entity
and any anticipated goodwill and other intangible assets.
d. Pro forma and Projected Regulatory Capital Schedule, as
of the end of the most recent quarter and each of the first
three years of operation, indicating
• Each component item for common equity tier 1 capital,
additional tier 1 capital and tier 2 capital pursuant to
the current applicable capital requirements.

•
•

Total risk-weighted assets.
Common equity tier 1 capital, tier 1 capital, total capital,
and leverage ratios pursuant to the capital regulations.
If applicable, also provide the applicant's existing and
pro forma supplementary leverage ratio pursuant to the
current capital adequacy regulations.

8. List the directors and senior executive officers of the resultant
institution and provide the name, address, position with and
shares held in resultant institution or holding company, and principal occupation (if a director). Indicate any changes to the applicant's current directors and senior executive officers that would
occur at the resultant institution. Applicants should consult with
the responsible regulatory agency regarding whether any
biographical or financial information should be submitted with
respect to any new principal shareholders, directors, and
senior executive officers.
9. Describe any litigation or investigation by local, state, or federal
authorities involving the applicant or any of its subsidiaries or the
target or any of its subsidiaries that is currently pending or was
resolved within the last two years.
10. Describe how the proposal will assist in meeting the convenience and needs of the community to be served, including,
but not limited to, the following:
a. Summarize efforts undertaken or contemplated by the
applicant to ascertain and address the needs of the community(ies) to be served, including community outreach
activities, as a result of the proposal.
b. For the combining institutions, list any significant
anticipated changes in services or products that will result
from the consummation of the transaction.
c. To the extent that any products or services would be
offered in replacement of any products or services to be
discontinued, indicate what these are and how they would
assist in meeting the convenience and needs of the
communities affected by the transaction.
d. Discuss any enhancements in products or services
expected to result from the transaction.
11. Describe how the applicant and resultant institution will
assist in meeting the existing or anticipated needs of its community(ies) under the applicable criteria of the Community
Reinvestment Act (CRA) and its implementing regulations,
including the needs of low- and moderate-income geographies and individuals. This discussion should include, but not
necessarily be limited to, a description of the following:
a. The significant current and anticipated programs, products, and activities, including lending, investments, and
services, as appropriate, of the applicant and the resultant institution.
b. The anticipated CRA assessment area(s) of the resultant
institution. If the resultant institution's CRA assessment
area(s) would not include any portion of the current
assessment area of the target or the applicant, describe
the excluded area(s).
c. The plans for administering the CRA program for the
resultant institution following the transaction.

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Interagency Bank Merger Act Application—Continued
d. For an applicant or target institution that has received a
CRA composite rating of "needs to improve" or "substantial noncompliance" institution-wide or, where applicable,
in a state or a multistate Metropolitan Statistical Area
(MSA), or has received an evaluation of less than satisfactory performance in an MSA or in the non-MSA portion
of a state in which the applicant is expanding as a result
of the transaction, describe the specific actions, if any,
that have been taken to address the deficiencies in the
institution's CRA performance record since the rating.

Financial Stability
12. The Dodd-Frank Wall Street Reform and Consumer
Protection Act requires regulators to consider the risk to the
stability of the United States banking and financial systems
when reviewing a merger transaction between financial institutions. Discuss any effect(s) that the proposed transaction
may have on the stability of the United States banking and
financial systems.
13. The Riegle-Neal lnterstate Banking and Branching Efficiency
Act of 1994 (12 U.S.C. § 1831u) (R-N) imposes additional
considerations for certain interstate mergers between
insured banks. Savings associations are not subject to R-N.
If subject to these provisions, please provide the
following information:
a. Identify any host states involved with this transaction that
require the target to be in operation for a minimum
number of years and discuss compliance with the R-N
age requirement (12 U.S.C. § 1831u(a)(5)).
b. Indicate that (1) the applicant has complied or will comply
with the applicable filing requirements of any host state(s)
that will result from the transaction and (2) the applicant
has sent a copy of the merger application to the state
bank supervisor of the resultant host state(s).
c. Indicate applicability of R-N nationwide and statewide
deposit concentration limits to the transaction. If applicable, discuss compliance.
d. Indicate applicability of state-imposed deposit caps, if
any. If applicable, discuss compliance.
e. Address whether:
(1) Each bank involved in the transaction is adequately
capitalized on the date of filing
(2) The resultant institution will be well capitalized and
well managed upon consummation of the transaction.
f. Discuss compliance with the CRA requirement of R-N.
g. Discuss permissibility of retention of the target's main
office and branches.

h. Discuss any other restrictions that the host state(s) seek
to apply (including state antitrust restrictions).
14. List all offices of the applicant or target that: (a) will be
established or retained as branches, including the main
office, of the target institution, (b) are approved but
unopened branch(es) of the target institution, including the
date the current federal and state agencies
granted
approval(s), and (c) are existing branches that will be closed
or consolidated as a result of the proposal (to the extent the
information is available), and indicate the effect on the
branch customers served. For each branch, list the popular
name, street address, city, county, state, and zip code specifying any that are in low- and moderate-income geographies.1
15. As a result of this transaction, if the applicant will be or will
become affiliated with a company engaged in insurance
activities that is subject to supervision 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.
If this is a nonaffiliate transaction, the applicant must reply
to items 16 through 18.
16. Discuss the effects of the proposed transaction on existing
competition in the relevant geographic market(s) where the
applicant and the target institution operate. The applicant
should contact the responsible regulatory agency for specific
instructions to complete the competitive analysis.
17. If the proposed transaction involves a branch sale or
any other divestiture of all or any portion of the bank, savings
association or nonbank company (in the case of a merger
transaction under 12 U.S.C. § 1828(c)(1)) to mitigate competitive effects, discuss the timing, purchaser, and other
specific information.
18. Describe any management interlocking relationships
(12 U.S.C. §§ 3201-3208) that currently exist or would exist
following consummation. Include a discussion of the permissibility of the interlock with regard to relevant laws and
regulations.

1. Please designate any branch consolidations as that term is used in the Joint Policy Statement on Branch Closings, 64 FR 34844 (June 29, 1999).

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Interagency Bank Merger Act Application—Continued
Certification
We hereby certify that our board of directors, by resolution, has authorized the filing of this application, and that to the best of our
knowledge, it contains no misrepresentations or omissions of material facts. In addition, we agree to notify the responsible regulatory
agency if the facts described in the filing materially change prior to receiving a decision or prior to consummation. Any misrepresentation
or omission of a material fact constitutes fraud in the inducement and may subject us to legal sanctions provided by 18 U.S.C. §§ 1001
and 1007.
We acknowledge that approval of this application is in the discretion of the responsible regulatory agency. Actions or communications
whether oral, written, or electronic, by an agency or its employees in connection with this filing, including approval of the application if
granted, do not constitute a contract, either express or implied, or any other obligation binding upon the responsible regulatory 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. We 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.
day of

Signed this
Day

,
Month

.
Year

by
Signature of Authorized Officer2

Applicant

Print or Type Name

Title

by
Target Institution

Signature of Authorized Officer2

Print or Type Name

Title

2. In multiple-step combinations, applicants should ensure that authorized officers of the combining institutions sign.

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Supplement to Interagency Bank Merger Act Application
Comptroller of the Currency
All OCC applicants should provide the following supplemental
information with their application:
19a. If any of the combining institutions have entered into commitments with community organizations, civic associations, or
similar entities concerning providing banking services to the
community, describe the commitment.

20. If acquiring a non-national bank subsidiary, provide the information and analysis of the subsidiary's activities that would
be required if it were established pursuant to 12 C.F.R.
§ 5.34 or 5.39.

19b. If the resultant institution will not assume the obligations
entered into by the target institution, explain the reasons and
describe the impact on the communities to be affected.

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Supplement to Interagency Bank Merger Act Application—Continued
Federal Reserve System
The Certification on page 6 need not be provided by the target
institution. FRB applicants should modify their Certification
accordingly.
In addition, all FRB applicants should provide the following
supplemental information with their application:
21. Indicate whether the applicant's investment in bank premises in establishing or retaining the branches following consummation of the transaction is consistent with Section 208.21
of the Board's Regulation H.

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Supplement to Interagency Bank Merger Act Application—Continued
Federal Deposit Insurance Corporation
All FDIC applicants should provide the following supplemental
information with their application:
22. This section supplements question 16 of the Interagency
Bank Merger Act Application for transactions between nonaffiliated parties. Additional guidance relating to the FDIC’s
consideration of the competitive factors in a proposed merger
transaction is contained in the FDIC’s Rules and Regulations
(12 C.F.R. § 303 Subpart D) and Statement of Policy on
Bank Merger Transactions, which may be found at
www.fdic.gov/regulations/laws/rules/index.html.

I.

Delineation of the relevant geographic market(s).
The relevant geographic market includes the areas in which
the offices to be acquired are located and from which those
offices derive the predominant portion of their loans, deposits,
or other business. The relevant geographic market also
includes the areas where existing and potential customers
impacted by the proposed merger transaction may practically
turn for alternative sources of banking services.
a. Prepare schedules for the applicant institution and target
institution showing the total number of accounts and total
dollar volume of deposits3 for each municipality or census
tract, where applicable, according to the recorded
address of the depositor (do not submit supporting data).
Small amounts may be aggregated and identified as
"other." If the applicant institution is a multi-office institution, applicant institution deposit information should be
provided only for those offices within or proximate to the
area(s) described below under paragraph (b).
b. Identify those areas where existing and potential
customers of the offices to be acquired may practically turn
for alternative sources of banking services. If consideration
of the availability of such alternative banking services
results in a market area considerably different from that
indicated by the sources of deposits, discuss and provide
necessary supporting information.
c. Using the information collected in paragraphs (a) and (b),
provide a narrative description of the delineated relevant
geographic market(s).
d. Provide any additional information necessary to support
the delineated relevant geographic market(s). Supporting
information may include relevant demographic information, locations of major employers, retail trade statistics,
and/or information on traffic patterns. Applicants should
consult with the applicable FDIC Regional Office in determining whether additional information is necessary.

II. Competition in the relevant geographic market(s).
a. Prepare a schedule of participating and competing banking institutions' offices, divided into three sections:
(i) Applicant institution offices within or proximate to the
relevant geographic market(s);
(ii) Target institution offices within or proximate to the relevant geographic market(s); and
(iii) Competitor banking offices located or competing
within the delineated relevant geographic market(s).
To the extent known, also include banking offices
approved but not yet open. The following presentation
format is suggested:
Distance and Direction
From Nearest Office
Name and Location
of Banking Office

Total
Deposits
Applicant
Institution

Target
Institution

b. For each office listed in paragraph (a), provide the
street address; total deposits as reported in the most
recent FDIC Summary of Deposits Data Book
(www7.fdic.gov/sod/index.asp); and distance and general
direction from the nearest office of the applicant and
target institution. In cases where the delineated relevant
geographic market includes a significant portion of a
larger metropolitan area, provide only a listing of financial
institutions and the aggregate total deposits of all offices
operated by each within the delineated relevant geographic market(s).
c. Discuss the extent and intensity of competition in the
delineated relevant geographic market(s) provided by
nonbank institutions, such as other depository institutions
(for example, credit unions) and nondepository institutions
(for example, finance companies, or government agencies).
For those institutions regarded as competing in the
delineated relevant geographic market(s), provide name,
address, and services supplied.

3. In most cases, total deposits will serve as an adequate proxy for the overall share of banking business in the relevant geographic market area;
however, other analytical proxies may be appropriate in certain cases (for example, a merger transaction involving trust companies).

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