February 25, 2015 

Re: Capital Purchase Program – Notification of Potential TARP CPP Auction 

As you know, the United States Department of the Treasury (Treasury) has been winding down 

the Capital Purchase Program (CPP), in part through a series of auctions of its investments that 

began in March 2012. In June 2012, Treasury sent a letter to a number of banks informing them 

that Treasury was considering including its investments in their institutions as part of a series of 

pooled auctions of its CPP investments. At that time, institutions were informed of the 

opportunity – assuming receipt of applicable regulatory approval – to opt out of upcoming 

pooled auctions if Treasury received a qualifying bid to repurchase all the institution’s remaining 

outstanding CPP securities. Institutions could also designate outside investors (designated 

bidders) to make a bid to purchase all their outstanding securities. The first of these single-name 

private placement “opt-out” auctions occurred in October 2012. 

Subsequently, Treasury offered two additional opportunities for institutions to opt out of pooled 

auctions by submitting qualifying bids by April 30, 2013 and December 20, 2013, respectively. 

Treasury also offered the opportunity for institutions to be auctioned individually and without a 

qualifying bid, provided that the institution expressed willingness to cooperate with Treasury’s 

preparation for such single-name auctions. 

Treasury has successfully auctioned approximately 185 institutions ranging in size and 

geographic location since March 2012. These auctions have consistently been competitive and 

were met with robust investor demand. Treasury’s CPP auctions have also facilitated the raising 

of additional private capital by some of these institutions. 

As part of Treasury’s continued effort to wind down the remaining TARP investments, we now 

plan to begin the next phase of CPP auctions. To date, all of Treasury’s private placement CPP 

auctions have required issuers to complete a Placement Agency Agreement (PAA) and 

associated disclosure information. This next phase of auctions will differ from previous auctions 

in that Treasury will sell its CPP investments without the issuer having to become party to such 

agreements, or provide disclosures in addition to those otherwise required by applicable federal 

and state securities or banking laws. Since the issuer will not be a party to the PAA, the issuer 

will not be making representations and warranties or providing indemnification. In addition, 

designated bidders will not be permitted to participate in the same fashion in these auctions as 

they were in the PAA auctions. 

Similar to all prior CPP auctions, Treasury will continue to require each institution’s cooperation 

with respect to the transfer of CPP securities to a third-party in compliance with Section 4.4 of 

the CPP Securities Purchase Agreement. As we approach such auctions, a representative from 

Treasury and its counsel will contact institutions to discuss the operational details of a transfer of 

the securities to a third-party. 
We look forward to working with your institution to facilitate an orderly wind down of this 

historic program. If you have any questions, please feel free to contact us at cpp@treasury.gov. 

Best regards, 

Trevor Montano 

Chief Investment Officer