(a) General. With the
prior written consent of the Board, the concentration limit under
section 251.3 shall not apply to:
(1) A covered acquisition of an insured
depository institution that is in default or in danger of default
(as determined by the appropriate Federal banking agency of the insured
depository institution, in consultation with the Board);
(2) A covered acquisition with respect
to which assistance is provided by the Federal Deposit Insurance Corporation
under section 13(c) of the Federal Deposit Insurance Act (12 U.S.C.
1823(c)); or
(3) A covered acquisition
that would result in an increase in the liabilities of the financial
company that does not exceed $2 billion, when aggregated with all
other acquisitions by the financial company made pursuant to this
paragraph (a)(3) during the twelve months preceding the projected
date of the acquisition.
(b) Prior written consent.
(1) General. Except as provided in
paragraph (c) of this section, a financial company must request that
the Board provide prior written consent before the financial company
consummates a transaction described in paragraph (a) of this section.
(2) Contents
of request.
(i) A request for prior written consent under paragraph (a) of this
section must contain:
(A) A description of the covered acquisition;
(B) The projected increase in the company’s
liabilities resulting from the acquisition;
(C) If the request is made pursuant to paragraph
(a)(3) of this section, the projected aggregate increase in the company’s
liabilities from acquisitions during the twelve months preceding the
projected date of the acquisition; and
(D) Any additional information requested by the Board.
(ii) A financial company may satisfy
the requirements of this paragraph (b) if:
(A) The proposed transaction otherwise requires
approval by, or prior notice to, the Board under the Change in Bank
Control Act, Bank Holding Company Act, Home Owners’ Loan Act, International
Banking Act, or any other applicable statute, and any regulation thereunder;
and
(B) The financial company includes
the information required in paragraph (b)(2) of this section in the
notice or request for prior approval described in paragraph (b)(2)(ii)(A)
of this section.
(3) Procedures
for providing written consent.
(i) The Board will act on a request
for prior written consent filed under this paragraph (b) within 90
calendar days after the receipt of a complete request, unless that
time period is extended by the Board. To the extent that a proposed
transaction otherwise requires approval from, or prior notice to,
the Board under another provision of law, the Board will act on that
request for prior written consent concurrently with its action on
the request for approval or notice.
(ii) In acting on a request under this paragraph (b), the Board will
consider whether the consummation of the covered acquisition could
pose a threat to financial stability.
(c) General consent. The Board grants
prior written consent for a covered acquisition that would result
in an increase in the liabilities of the financial company that does
not exceed $100 million, when aggregated with all other covered acquisitions
by the financial company made pursuant to this paragraph (c) during
the twelve months preceding the date of the acquisition. A financial
company that relies on prior written consent pursuant to this paragraph
(c) must provide a notice to the Board within 10 days after consummating
the covered acquisition that describes the covered acquisition, the
increase in the company’s liabilities resulting from the acquisition,
and the aggregate increase in the company’s liabilities from covered
acquisitions during the twelve months preceding the date of the acquisition.
