LEGAL DIVISION

October 29, 2021 

Michael J. Callaghan 

Stevens & Lee 

1500 Market Street 

East Tower, Suite 1800 

Philadelphia, Pennsylvania 19102 

Dear Mr. Callaghan: 

This is in response to your letter to the Federal Reserve Bank of 

Philadelphia, received on August 10, 2021, requesting a waiver from application 

requirements under section 10 of the Home Owners’ Loan Act (“HOLA”)1

 in 

connection with the proposal by Columbia Bank MHC, Fair Lawn, New Jersey, a 

mutual savings and loan holding company, to acquire Freehold MHC, a mutual 

bank holding company, and thereby indirectly acquire its bank holding company 

subsidiary, Freehold Bancorp, and state savings bank subsidiary, Freehold Bank, 

all of Freehold, New Jersey. 

The purpose of the proposed transaction is to facilitate the merger of 

Freehold MHC and Freehold Bancorp (collectively, the “Freehold Holding 

Companies”) with and into Columbia Bank MHC and Columbia Financial, Inc., 

Fair Lawn, New Jersey (collectively, the “Columbia Holding Companies”), 

respectively. You have represented that the transaction would occur as follows: 

(1) Freehold Bank would convert to a federal savings association charter;

(2) Freehold MHC would merge with and into Columbia Bank MHC, with

Columbia Bank MHC as the surviving entity; and (3) Freehold Bancorp would

merge with and into Columbia Financial, Inc., with Columbia Financial, Inc., as

the surviving entity. You have represented that these steps would occur in

immediate succession and that the Freehold Holding Companies would not operate

Freehold Bank as a federal savings association.

Section 10(e) of HOLA and the Board’s Regulation LL require 

approval of the Board before a company may take any action that causes such 

1

 12 U.S.C. §§ 1467a(e) and (o). 
2

company to become a savings and loan holding company.2 Section 10(o) of 

HOLA and the Board’s Regulation MM require that any federal savings 

association seeking to establish a mutual savings and loan holding company 

provide prior notice to the Board and receive a charter issued by the Board.3

Through the transaction described above, Freehold Bank would convert to a 

federal savings association charter prior to the merger of the Freehold Holding 

Companies with and into the Columbia Holding Companies. Accordingly, the 

Freehold Holding Companies would become savings and loan holding companies 

for a moment in time and would be required to obtain the Board’s approval under 

section 10(e) of HOLA and Regulation LL. The Freehold Holding Companies 

also would be required to provide notice to the Board and receive charters for a 

mutual holding company and a subsidiary company of a mutual holding company 

under section 10(o) of HOLA and the Board’s Regulation MM. 

In order to avoid duplication of regulatory review by federal banking 

regulators, section 238.12(d)(1) of the Board’s Regulation LL provides that a 

savings and loan holding company need not receive the Board’s approval if the 

transaction is subject to review by a federal banking agency under section 18(c) of 

the Federal Deposit Insurance Act4

 and meets certain other criteria.5 While 

section 238.12(d)(1) does not apply to a transaction involving a company that 

becomes a savings and loan holding company, or a transaction involving an entity 

organized in mutual form, the proposal is consistent with the purposes of section 

238.12(d)(1) of the Board’s Regulation LL. 

The proposed acquisition of the Freehold Holding Companies by the 

Columbia Holding Companies requires the prior approval of the Board under the 

Bank Holding Company Act.6

 In acting on the merger proposal, the Board must 

consider whether acquisition of the Freehold Holding Companies can reasonably 

be expected to produce benefits to the public, such as greater convenience, 

increased competition, or gains in efficiency, that outweigh possible adverse 

effects, such as undue concentration of resources, decreased or unfair competition, 

conflicts of interests, unsound banking practices, or risk to the stability of the 

United States banking or financial system.7

 The Board would consider 

substantially similar criteria in evaluating an application by the Freehold Holding 

Companies to become savings and loan holding companies.8

Additionally, Freehold Bank would not operate as a subsidiary of the 

Freehold Holding Companies following its conversion to a federal savings 

2

 12 U.S.C. § 1467a(e)(1)(B); 12 CFR part 238. 

3

 12 U.S.C. § 1467a(o)(3)(A); 12 CFR part 239. 

4

 12 U.S.C. § 1828(c). 

5

 12 CFR 238.12(d)(1). 

6

 12 U.S.C. § 1843(c)(8); 12 CFR part 225. 

7

 12 U.S.C. § 1843(j); 12 CFR 225.26. 

8

 12 U.S.C. § 1467a(e)(2); 12 CFR 238.15. 
3

association. As a result of the proposal, the separate corporate existence of the 

Freehold Holding Companies would cease, and Freehold Bank would be operated 

as a subsidiary of the Columbia Holding Companies. Under these circumstances, 

review of the Freehold Holding Companies’ conversion from bank holding 

companies to savings and loan holding companies would be duplicative of the 

review of the Columbia Holding Companies’ acquisition of the Freehold Holding 

Companies. Further, members of Freehold MHC would become members of 

Columbia Bank MHC, and the Columbia Holding Companies have already 

received federally issued charters that meet the requirements of the Board’s 

Regulation MM.9

Based on a review of these and other facts presented, the Legal 

Division believes that no regulatory purpose would be served by requiring the 

Freehold Holding Companies to file an application under HOLA. The Legal 

Division, therefore, would not recommend that the Board take action to require a 

filing of an application by the Freehold Holding Companies in connection with the 

transaction described above. This opinion is subject to the receipt by the Freehold 

Holding Companies, Freehold Bank, and the Columbia Holding Companies of all 

other necessary regulatory approvals and compliance with any terms and 

conditions that may be imposed in connection with those approvals. 

This opinion is based on all the facts and representations presented 

to Federal Reserve staff. Any material change in those facts and representations 

should be communicated immediately to Federal Reserve staff and may cause this 

opinion to be reconsidered. This opinion is limited to this proposal and does not 

apply to any other transaction. 

If you have any questions regarding this proposal, please contact 

Nathaniel Balk, at (202) 872-7517, of the Legal Division. 

Sincerely, 

Charles Gray 

Deputy General Counsel 

cc: Federal Reserve Bank of Philadelphia 

Office of the Comptroller of the Currency 

9

 See 12 CFR part 239.