April 29, 2022

E.J. Borrack, Esq.

The Stilwell Group

111 Broadway

12th Floor

New York, New York 10006

Dear Ms. Borrack:

The Board of Governors of the Federal Reserve System (“Board”) 

has reviewed the notice (“Notice”) filed under the Change in Bank Control Act of 

19781 (“CIBC Act”) by Stilwell Activist Investments, L.P., Stilwell Activist Fund, 

L.P., and Stilwell Value Partners VII, L.P., three affiliated private investment 

partnerships; Stilwell Value LLC, the general partner of each of the limited 

partnerships, all of New York, New York; and Mr. Joseph D. Stilwell, San Juan, 

Puerto Rico, who controls Stilwell Value LLC (collectively, “Notificants”), as part 

of a group acting in concert, to acquire up to 14.9 percent of the outstanding 

voting shares of Peoples Financial Corporation (“Peoples”), and thereby indirectly 

control The Peoples Bank (“Bank”), a state nonmember bank, both of Biloxi, 

Mississippi. 

The CIBC Act requires the Board to review notices in light of 

specific statutory factors, including the competitive effects of the proposal; the 

financial condition of the acquiring person and the future prospects of the 

institution; the potential adverse effects of the proposal on the Deposit Insurance 

Fund; and the competence, experience, and integrity of the acquiring person.

2

 In 

reviewing the statutory factors, the Board has considered information provided by 

Notificants, including information regarding Notificants’ financial resources and 

1

 12 U.S.C. § 1817(j).

2

 12 U.S.C. § 1817(j)(7).
- 2 -

banking experience, the size of the proposed investment in Peoples, and the 

funding of the investment. The Board also has considered the result of a name 

check, examination reports and other confidential supervisory information 

regarding Peoples and Bank, and information provided by Bank’s primary state 

supervisor, the Mississippi Department of Banking.

The Board has considered the Notice in light of all the statutory 

factors. With regard to the competitive effects of the proposal, the Board has 

concluded that Notificants’ proposed interest in Peoples would not result in a 

monopoly or lessening of competition. As for the financial condition of 

Notificants and the future prospects of Bank, the Board has determined that 

Notificants’ financial condition is not likely to jeopardize the financial stability of 

Bank or prejudice the interests of Bank’s depositors. Based on its review of the 

record, the Board finds that Notificants have sufficient financial resources to make 

the proposed investment. Further, the Board has not determined that the proposed 

investment would result in an adverse effect on the Deposit Insurance Fund. The 

Federal Deposit Insurance Corporation and the Mississippi Department of 

Banking have advised the Board that they do not object to the proposal.

The Board investigated Notificants’ competence, experience, and 

integrity. The Board received three comments from the same commenter

objecting to the Notice on grounds related to the competence, experience, and 

integrity of the Notificants.

3 Although the commenter lacks standing to 

participate in CIBC Act proceedings, and comments on a notice filed pursuant to 

the CIBC Act are for informational purposes only,4 the Board nevertheless 

considered the issues raised by the commenter. Based on its review of the record, 

the Board finds that Notificants have the necessary competence, experience, and 

integrity to make the proposed investment. 

3

 Specifically, the commenter alleged that Notificants falsely represented in the 

Notice that they do not intend to alter the business strategy of Peoples or to 

liquidate, merge, or sell assets. The commenter also alleged that Notificants did 

not properly disclose that some of the Notificants, or affiliates thereof, were the 

subject of a 2015 order by the Securities and Exchange Commission. In addition, 

the commenter asserted that Notificants are acting in concert with other persons to 

acquire shares in, and exercise control over, Peoples. During its review of the 

Notice, the Board considered each of these allegations and the facts of record in 

this case and consulted with banking and other relevant authorities. 

4

 12 CFR 225.43(c)(7).
- 3 -

Based on all the facts of record, including information provided by 

other relevant banking authorities and other authorities, the Board has determined 

not to disapprove the Notice. This determination is based on the representations 

made by Notificants in connection with the Notice and in related correspondence.

This action is also based on the commitments provided in connection with the 

Notice. The commitments constitute conditions imposed in writing in connection 

with the Board’s decision and, as such, may be enforced in proceedings under 

applicable law. Any material change in the facts and representations could result 

in a different conclusion and should be immediately reported to staff at the Federal 

Reserve Bank of Atlanta (“Reserve Bank”).

The CIBC Act requires that when a change in control occurs, each

insured bank or bank holding company shall report promptly to the appropriate 

federal banking agency any changes or replacement of its chief executive officer 

or of any director occurring in the next twelve-month period, and shall include in 

the report a statement of the past and current business and professional affiliations 

of the new chief executive officer or directors.

5

 The Board would appreciate 

Notificants’ cooperation in ensuring that if any change in control occurs, the 

required information is submitted to the Reserve Bank by Peoples. In addition, 

please advise the Reserve Bank in writing if and when the Notificants acquire 

additional shares of Peoples pursuant to this authorization.

Very truly yours,

Margaret McCloskey Shanks (signed)

Margaret McCloskey Shanks

Deputy Secretary of the Board

cc: Thomas E. Walker Jr., Esq.

Jones Walker

Commissioner Rhoshunda Kelly

Mississippi Department of Banking and Consumer Finance

Kristie Elmquist, Regional Director

Federal Deposit Insurance Corporation

5

 12 U.S.C. 1817(j)(12).