Based on the facts of record, the Board has determined not to
disapprove the notice.'° This determination is specifically conditioned on
compliance with all commitments made by Notificant in connection with the
notice. The commitments relied on by the Board in reaching this decision are
deemed to be conditions imposed in writing by the Board in connection with its
finding and 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 promptly report to the appropriate
federal banking agency any change or replacement of its chief executive officer or
any of its directors that occurs in the next 12 months, and shall provide a statement
of the past and current business and professional affiliations of the new chief
executive officer or directors.'' We would appreciate your cooperation in
ensuring that, if any such changes occur, the required information is submitted to
the Reserve Bank. In addition, please advise the Reserve Bank in writing if you
acquire any additional interest in Anchor Bank.

Very truly yours,

{\\ near NV
Margaret\McCloskey Shanks
Deputy Secretary of the Board

cc: John Kolb, Vice President
Federal Reserve Bank of Atlanta

10 The commenter requested a public hearing in connection with this proposal.
The request for a public hearing is denied, as commenters lack standing to request
a public hearing. 12 C.F.R. 225.43(c)(7).

'! 12 U.S.C. § 1817(j)(12).


BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
WASHINGTON, DC 20551

September 17, 2013

Alcides I. Avila, Esq.

Avila, Rodriguez, Hernandez, Mena & Ferri LLP
2525 Ponce de Leon Boulevard

Penthouse 1225

Coral Gables, Florida 33134

Dear Mr. Avila:

The Board of Governors has reviewed the notice filed under the
Change in Bank Control Act! (“CIBC Act”) by Mr. Guido Edwin Hinojosa
Cardoso (“Notificant”) to acquire a controlling interest in Anchor Commercial
Bank, Juno Beach, Florida (“Anchor Bank”), a state member bank.

Under the CIBC Act, the Board is required 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 competence, experience, and integrity of persons acquiring shares
of a state member bank; as well as potential adverse effects of the proposal on the
Deposit Insurance Fund.” In reviewing the statutory factors, the Board has
considered information Notificant provided regarding his financial resources, the
size of the proposed investment in Anchor Bank, and the funding of the proposed
investment. The Board also has considered the results of name checks;
examination reports, and other supervisory information regarding Anchor Bank;
and information provided by Anchor Bank’s state regulator, the Florida Office of
Financial Regulation. Finally, the Board consulted with the bank supervisory
authority in Notificant’s home country, Bolivia.

As part of its consideration of Notificant’s competence, experience,
and integrity, the Board reviewed relevant information contained in the notice and
public sources, as well as supplemental information provided by Notificant. In
particular, the Board considered Notificant’s extensive banking experience in
Bolivia, as well as his previous notices filed with the Board and his previous

' 12 US.C. § 1817()).
> 12 U.S.C. § 1817())(7).

www. federalreserve.gov


investments in U.S. banking organizations. No information was found that would
require the Board to disapprove the notice.

The Board has considered the notice in light of the other factors
required to be considered. With regard to the competitive effects of the proposal,
the Board has concluded that the proposed investment would not result in a
monopoly or lessening of competition. As for the financial condition of Notificant
and the future prospects of Anchor Bank, the Board has determined that
Notificant’s financial condition is not likely to jeopardize the financial stability of
Anchor Bank or prejudice the interests of Anchor Bank’s depositors. Further, the
Board has not determined that the proposed investment would result in an adverse
effect on the Deposit Insurance Fund.

The Board has also considered that Notificant controls a group of
financial companies in Bolivia, including a bank, Banco Fortaleza. Anchor Bank
and Banco Fortaleza would be considered to be parallel-owned banks because
both Anchor Bank and Banco Fortaleza would be under the direct or indirect
control of Notificant. Parallel-owned banking organizations raise supervisory
concerns because, although each bank is commonly controlled, no single
supervisor exercises consolidated supervision over all the banks.> In order to
address the concerns, including that Banco Fortaleza might control or exercise
influence over Anchor Bank, Notificant has provided commitments to the Board
that prohibit all transactions between Anchor Bank and Notificant’s controlled
companies, including Banco Fortaleza, and provide for regular reporting by
Notificant to ensure ongoing compliance with the commitments.* Moreover,
Anchor Bank will be subject to a supervisory approach designed to monitor and
mitigate these supervisory concerns.

The Federal Deposit Insurance Corporation has advised the Board
that it does not object to the proposal. The Florida Office of Financial Regulation
has approved the proposed investment, subject to approval by the Board and to the
condition that Notificant will, within 60 to 90 days after receipt of all necessary

> See Joint Agency Statement on Parallel-Owned Banking Organizations,
available at: http://www. federalreserve.gov/boarddocs/press/general/2002/
20020423/attachment.pdf

* In addition, the commitments prohibit extensions of credit by Anchor Bank to
Notificant’s immediate family and insiders of Notificant’s controlled companies.
Prior approval of the Federal Reserve is required in order for Anchor Bank to
make extensions of credit to companies in which Notificant or his immediate
family have significant but less than controlling ownership interests.

> Id. at pp. 3-5; see also Commercial Bank Examination Manual, section 4052.1,
pp. 7-10 (April 2010).



regulatory approvals to acquire a controlling interest in Anchor Bank, recapitalize
Anchor Bank by purchasing additional shares of Anchor Bank’s stock in such
amount as is necessary to raise Anchor Bank’s Tier 1 Leverage Capital Ratio to at
least 8 percent, its Tier 1 Risk-Based Capital Ratio to at least 10 percent, and its
total Risk-Based Capital Ratio to at least 12 percent. Anchor Bank is subject to a
Written Agreement® and a Prompt Corrective Action Directive.’ Based on the
current financial condition of Anchor Bank and financial projections contained in
the notice, Anchor Bank’s financial condition would be significantly improved by
the proposed investment.

The Board received comments objecting to the notice from a
commenter.* Pursuant to the Board’s regulations, commenters lack standing to
participate in CIBC Act proceedings, and comments on a notice filed pursuant to
the CIBC Act are for informational purposes only.’ Nevertheless, during its
review of the notice, the Board considered the issues raised by the commenter to
the extent relevant to the factors for consideration under the CIBC Act.

6 http://www. federalreserve.gov/newsevents/press/enforcement/
enf20100329a1 pdf

7 http://www. federalreserve. gov/newsevents/press/enforcement/
enf20111013al.pdf

5 The commenter stated that Notificant’s role in Banco La Paz, a Bolivian bank at
which Notificant was an executive officer and shareholder, must be considered.
The Board has taken Notificant’s experience at Banco La Paz from 1975 to 1995
into consideration. The commenter also noted that Notificant is a shareholder in
Sunrise Bank, Cocoa Beach, Florida, which is subject to a Prompt Corrective
Action Directive. Notificant no longer owns an interest in Sunrise Bank and, as a
shareholder, did not contribute to the bank’s condition. Also, the commenter
objected to the proposal based on the fact the Anchor Bank made only three
conventional home purchase loans in the West Palm Beach MSA in 2011, and all
three loans were to white borrowers. The comments regarding Anchor Bank’s
residential mortgage lending practices relate to matters beyond the factors the
Board is authorized to consider under the CIBC Act and is thus not a basis for the
Board to object to the proposal. 12 U.S.C. § 1817(j)(7). Nevertheless, the Board
reviewed information on Anchor Bank’s lending practices and notes that Anchor
Bank focuses on commercial and industrial lending and has extended few
residential mortgage loans in recent years. The Federal Reserve Bank of Atlanta
performed a Community Reinvestment Act (“CRA”) examination of Anchor Bank
in May 2012, and assigned a rating of “Satisfactory” for CRA. Examiners noted
no evidence of discrimination on any prohibited basis at that examination.

° 12 CFR. 225.43(c)(7).