The following transactions do not require the Board’s approval under section 225.11 of this
subpart:
(a) Acquisition
of securities in fiduciary capacity. The acquisition by a bank
or other company (other than a trust that is a company) of control
of voting securities of a bank or bank holding company in good faith
in a fiduciary capacity, unless—
(1) the acquiring bank or other company
has sole discretionary authority to vote the securities and retains
the authority for more than two years; or
(2) the acquisition is for the benefit
of the acquiring bank or other company, or its shareholders, employees,
or subsidiaries.
4-020
(b) Acquisition of securities in satisfaction of
debts previously contracted. The acquisition by a bank or other
company of control of voting securities of a bank or bank holding
company in the regular course of securing or collecting a debt previously
contracted in good faith, if the acquiring bank or other company divests
the securities within two years of acquisition. The Board or Reserve
Bank may grant requests for up to three one-year extensions.
(c) Acquisition of securities
by bank holding company with majority control. The acquisition
by a bank holding company of additional voting securities of a bank
or bank holding company if more than 50 percent of the outstanding
voting securities of the bank or bank holding company is lawfully
controlled by the acquiring bank holding company prior to the acquisition.
4-021
(d) Acquisitions involving
bank mergers and internal corporate reorganizations.
(1) Transactions
subject to Bank Merger Act. The merger or consolidation of
a subsidiary bank of a bank holding company with another bank, or
the purchase of assets by the subsidiary bank, or a similar transaction
involving subsidiary banks of a bank holding company, if the transaction
requires the prior approval of a federal supervisory agency under
the Bank Merger Act (12 U.S.C. 1828(c)) and does not involve the acquisition
of shares of a bank. This exception does not include—
(i) the
merger of a nonsubsidiary bank and a nonoperating subsidiary bank
formed by a company for the purpose of acquiring the nonsubsidiary
bank; or
(ii) any
transaction requiring the Board’s prior approval under section 225.11(e)
of this subpart.
The Board may require an application under
this subpart if it determines that the merger or consolidation would
have a significant adverse impact on the financial condition of the
bank holding company, or otherwise requires approval under section
3 of the BHC Act.
4-021.1
(2) Certain acquisitions subject to the Bank Merger
Act. The acquisition by a bank holding company of shares of a
bank or company controlling a bank or the merger of a company controlling
a bank with the bank holding company, if the transaction is part of
the merger or consolidation of the bank with a subsidiary bank (other
than a nonoperating subsidiary bank) of the acquiring bank holding
company, or is part of the purchase of substantially all of the assets
of the bank by a subsidiary bank (other than a nonoperating subsidiary
bank) of the acquiring bank holding company, and if—
(i) the bank
merger, consolidation, or asset purchase occurs simultaneously with
the acquisition of the shares of the bank or bank holding company
or the merger of holding companies, and the bank is not operated by
the acquiring bank holding company as a separate entity other than
as the survivor of the merger, consolidation, or asset purchase;
(ii)
the transaction requires the prior approval of a federal supervisory
agency under the Bank Merger Act (12 U.S.C. 1828(c));
(iii) the transaction does
not involve the acquisition of any nonbank company that would require
prior approval under section 4 of the Bank Holding Company Act (12
U.S.C. 1843);
(iv)
both before and after the transaction, the acquiring bank holding
company meets the requirements of 12 CFR part 217;
(v) at least 10 days prior to the transaction,
the acquiring bank holding company has provided to the Reserve Bank
written notice of the transaction that contains—
(A) a copy of
the filing made to the appropriate federal banking agency under
the Bank Merger Act; and
(B) a description of the holding company’s involvement in the transaction,
the purchase price, and the source of funding for the purchase price;
and
(vi) prior to expiration of the period provided in paragraph (d)(2)(v)
of this section, the Reserve Bank has not informed the bank holding
company that an application under section 225.11 is required.
4-021.11
(3) Internal corporate reorganizations.
(i) Subject to paragraph (d)(3)(ii) of this section, any of the following
transactions performed in the United States by a bank holding company:
(A) the merger of holding companies that are subsidiaries of the
bank holding company;
(B) the formation of a subsidiary holding company;
1(C) the transfer of control
or ownership of a subsidiary bank or a subsidiary holding company
between one subsidiary holding company and another subsidiary holding
company or the bank holding company.
(ii) A transaction described in paragraph
(d)(3)(i) of this section qualifies for this exception if—
(A) the transaction
represents solely a corporate reorganization involving companies and
insured depository institutions that, both preceding and following
the transaction, are lawfully controlled and operated by the bank
holding company;
(B) the
transaction does not involve the acquisition of additional voting
shares of an insured depository institution that, prior to the transaction,
was less than majority-owned by the bank holding company;
(C) the bank holding company
is not organized in mutual form; and
(D) both before and after the transaction,
the bank holding company meets the Board’s capital adequacy guidelines
(appendixes A, B, C, D, and E of this part).
4-021.2
(e) Holding securities
in escrow. The holding of voting securities of a bank or bank
holding company in an escrow arrangement for the benefit of an applicant
pending the Board’s action on an application for approval of the proposed
acquisition, if title to the securities and the voting rights remain
with the seller and payment for the securities has not been made to
the seller.
(f) Acquisition
of foreign banking organization. The acquisition of a foreign
banking organization where the foreign banking organization does not
directly or indirectly own or control a bank in the United States,
unless the acquisition is also by a foreign banking organization and
otherwise subject to section 225.11(f) of this subpart.
