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. 06/2018

Board of Governors of the Federal Reserve System OMB Number 7100-0171 Approval expires May 31, 2021 

Federal Deposit Insurance Corporation OMB Number 3064-0015 Approval expires June 30, 2021 

Office of the Comptroller of the Currency OMB Number 1557-0014 Approval expires February 28, 2021 

 Page 1 of 9
FR 2070 

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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

06/2018
FR 2070 

Page 3 of 9

Interagency Bank Merger Act Application

Check all that apply:

Type of Filing

Affiliate/Corporate Reorganization

Combination with Interim 

Depository Institution

Non-affiliate Combination

Other

Form of Transaction

Merger

Consolidation

Purchase and Assumption

Branch Purchase and Assumption

Other

Filed Pursuant To

12 U.S.C. § 1828(c)

12 U.S.C. §§ 215, 215a-c

12 U.S.C. § 1815(a)

Other

Applicant Depository Institution

Name Charter / Certificate Number

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

Contact Person

Name

Title / Employer

City State Zip Code

Area Code / Phone Number Email Address

Street

Street

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FR 2070 

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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. 

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.

2. Indicate any other filings related to this transaction with other 

state and federal regulators.

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.

3.

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.

4.

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).

 5.

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.

 6.

 7. Provide the following financial information:

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. 

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. 

Provide a discussion on the valuation of the target entity 

and any anticipated goodwill and other intangible assets.

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

•

•

•

Total risk-weighted assets.

Each component item for common equity tier 1 capital, 

additional tier 1 capital and tier 2 capital pursuant to 

the current applicable capital requirements.

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.

a.

b.

c.

d.

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. 

9. 

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: 

10.

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. 

For the combining institutions, list any significant

anticipated changes in services or products that will result 

from the consummation of the transaction. 

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. 

Discuss any enhancements in products or services

expected to result from the transaction. 

d.

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: 

 11.

The significant current and anticipated programs, products, and activities, including lending, investments, and 

services, as appropriate, of the applicant and the resultant institution. 

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). 

The plans for administering the CRA program for the 

resultant institution following the transaction. 

a.

b.

c.

b.

c.

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FR 2070 

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Interagency Bank Merger Act Application—Continued

Indicate applicability of state-imposed deposit caps, if 

any. If applicable, discuss compliance.

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.

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:

13.

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)). 

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). 

Indicate applicability of R-N nationwide and statewide 

deposit concentration limits to the transaction. If applicable, discuss compliance.

Address whether:

Financial Stability

(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.

Discuss compliance with the CRA requirement of R-N.

Discuss permissibility of retention of the target's main 

office and branches.

f.

g.

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. 

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.

If this is a nonaffiliate transaction, the applicant must reply 

to items 16 through 18.

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. 

16.

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.

17.

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. 

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.

18.

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

14.

Discuss any other restrictions that the host state(s) seek 

to apply (including state antitrust restrictions).

d.

a.

b.

c.

d.

e.

h. 

06/2018

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). 
FR 2070 

Page 6 of 9

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.

Signed this day of , .

Applicant

by

Signature of Authorized Officer2

Print or Type Name

Title

Target Institution

by

Signature of Authorized Officer2

Print or Type Name

Title

Day Month Year

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

06/2018
FR 2070 

Page 7 of 9

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.

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.

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.

06/2018
FR 2070 

Page 8 of 9

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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FR 2070 

Page 9 of 9

Supplement to Interagency Bank Merger Act Application—Continued

Federal Deposit Insurance Corporation

All FDIC applicants should provide the following supplemental 

information with their application:

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.

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).

a.

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.

b.

Using the information collected in paragraphs (a) and (b), 

provide a narrative description of the delineated relevant 

geographic market(s).

c.

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.

d.

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.

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).

II. Competition in the relevant geographic market(s).

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:

Name and Location 

of Banking Office

Total 

Deposits

Distance and Direction 

From Nearest Office

Applicant 

Institution

Target 

Institution

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.

c.

a. 

b.

06/2018

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 

(www2.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).