[Federal Register Volume 90, Number 93 (Thursday, May 15, 2025)]
[Rules and Regulations]
[Pages 20561-20565]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-08405]
========================================================================
Rules and Regulations
Federal Register
________________________________________________________________________
This section of the FEDERAL REGISTER contains regulatory documents
having general applicability and legal effect, most of which are keyed
to and codified in the Code of Federal Regulations, which is published
under 50 titles pursuant to 44 U.S.C. 1510.
The Code of Federal Regulations is sold by the Superintendent of Documents.
========================================================================
Federal Register / Vol. 90, No. 93 / Thursday, May 15, 2025 / Rules
and Regulations
[[Page 20561]]
DEPARTMENT OF THE TREASURY
Office of the Comptroller of the Currency
12 CFR Part 5
[Docket ID OCC-2025-0001]
RIN 1557-AF29
Business Combinations Under the Bank Merger Act; Rescission
AGENCY: Office of the Comptroller of the Currency (OCC), Treasury.
ACTION: Interim final rule.
-----------------------------------------------------------------------
SUMMARY: The OCC is adopting an interim final rule to restore the
streamlined application and expedited review to its procedures for
reviewing applications under the Bank Merger Act and rescinding a
policy statement that summarized the OCC's review of proposed bank
merger transactions under the Bank Merger Act.
DATES: The interim final rule is effective May 15, 2025. Comments on
the interim final rule must be received by June 16, 2025.
ADDRESSES: Commenters are encouraged to submit comments through the
Federal eRulemaking Portal. Please use the title ``Business
Combinations under the Bank Merger Act'' to facilitate the organization
and distribution of the comments. You may submit comments by any of the
following methods:
Federal eRulemaking Portal--``Regulations.gov'':
Go to https://regulations.gov/. Enter ``Docket ID OCC-2025-0001''
in the Search Box and click ``Search.'' Public comments can be
submitted via the ``Comment'' box below the displayed document
information or by clicking on the document title and then clicking the
``Comment'' box on the top-left side of the screen. For help with
submitting effective comments, please click on ``Commenter's
Checklist.'' For assistance with the Regulations.gov site, please call
1-866-498-2945 (toll free) Monday-Friday, 9 a.m.-5 p.m. ET, or email
[email protected].
Mail: Chief Counsel's Office, Attention: Comment
Processing, Office of the Comptroller of the Currency, 400 7th Street
SW, Suite 3E-218, Washington, DC 20219.
Hand Delivery/Courier: 400 7th Street SW, Suite 3E-218,
Washington, DC 20219.
Instructions: You must include ``OCC'' as the agency name and
``Docket ID OCC-2025-0001'' in your comment. In general, the OCC will
enter all comments received into the docket and publish the comments on
the Regulations.gov website without change, including any business or
personal information provided such as name and address information,
email addresses, or phone numbers. Comments received, including
attachments and other supporting materials, are part of the public
record and subject to public disclosure. Do not include any information
in your comment or supporting materials that you consider confidential
or inappropriate for public disclosure.
You may review comments and other related materials that pertain to
this action by any of the following methods:
Viewing Comments Electronically--Regulations.gov:
Go to https://regulations.gov/. Enter ``Docket ID OCC-2025-0001''
in the Search box and click ``Search''. Click on the ``Dockets'' tab
and then the document's title. After clicking the document's title,
click the ``Browse All Comments'' tab. Comments can be viewed and
filtered by clicking on the ``Sort By'' drop-down on the right side of
the screen or the ``Refine Comments Results'' options on the left side
of the screen. Supporting materials can be viewed by clicking on the
``Browse Documents'' tab. Click on the ``Sort By'' drop-down on the
right side of the screen or the ``Refine Results'' options on the left
side of the screen checking the ``Supporting & Related Material''
checkbox. For assistance with the Regulations.gov site, please call 1-
866-498-2945 (toll free) Monday-Friday, 9 a.m.-5 p.m. ET, or email
[email protected].
The docket may be viewed after the close of the comment period in
the same manner as during the comment period.
FOR FURTHER INFORMATION CONTACT: Valerie Song, Assistant Director,
Christopher Crawford, Special Counsel, Elizabeth Small, Counsel, Chief
Counsel's Office, 202-649-5490; or Yoo Jin Na, Director for Licensing
Activities, 202-649-6260, Office of the Comptroller of the Currency,
400 7th Street SW, Washington, DC 20219. If you are deaf, hard of
hearing or have a speech disability, please dial 7-1-1 to access
telecommunications relay services.
SUPPLEMENTARY INFORMATION:
I. Background
The Bank Merger Act (BMA), section 18(c) of the Federal Deposit
Insurance Act (12 U.S.C. 1828(c)), and the OCC's implementing
regulation, 12 CFR 5.33, govern the OCC's review of business
combinations of national banks and Federal savings associations with
other insured depository institutions (institutions) that result in a
national bank or Federal savings association.\1\ Under the BMA, the OCC
must consider the following factors: competition; the financial and
managerial resources and future prospects of the existing and proposed
institutions; the convenience and needs of the community to be served;
the risk to the stability of the United States banking or financial
system; and the effectiveness of any insured depository institution
involved in combatting money laundering activities, including in
overseas branches.\2\ The BMA generally requires public notice of the
transaction to be published for 30 days.\3\ OCC regulations require the
public notice to include essential details about the transaction and
instructions for public comment. The regulations incorporate the
statutory 30-day public notice period and provide a 30-day public
comment period, which the OCC may extend.\4\ The OCC may also hold a
public hearing, public meeting, or private meeting on an
application.\5\
---------------------------------------------------------------------------
\1\ A business combination for these purposes includes an
assumption of deposits in addition to a merger or consolidation.
\2\ 12 U.S.C. 1828(c)(5), (11).
\3\ 12 U.S.C. 1828(c)(4).
\4\ 12 CFR 5.8(b), 5.10(b)(1).
\5\ 12 CFR 5.11.
---------------------------------------------------------------------------
On September 25, 2024, the OCC published in the Federal Register
\6\ a final rule (2024 Final Rule) removing the expedited review
procedures contained in Sec. 5.33(i) and the
[[Page 20562]]
streamlined application form in Sec. 5.33(j). The final rule also
added as an appendix to 12 CFR part 5, subpart C, a policy statement
that discussed both the general principles the agency uses to review
applications under the BMA and how it considers financial stability,
financial and managerial resources and future prospects, and
convenience and needs factors. The policy statement also described
criteria informing the OCC's decision on whether to extend the public
comment period and whether to hold a public meeting on an application
subject to the BMA. The final rule and policy statement became
effective on January 1, 2025.
---------------------------------------------------------------------------
\6\ 89 FR 78207 (Sept. 25, 2024).
---------------------------------------------------------------------------
The OCC is issuing this interim final rule to reduce the burden and
uncertainty that the 2024 Final Rule added to the application process.
The interim final rule rescinds the changes made by the 2024 Final
Rule, restoring the expedited review procedures in Sec. 5.33(i) and
the streamlined application form in Sec. 5.33(j) and removing the
appendix containing the policy statement.
II. Description of the Interim Final Rule
Regulatory Amendments
Prior to the 2024 Final Rule, Sec. 5.33(i) provided that a filing
that qualifies either as a business reorganization as defined in Sec.
5.33(d)(3) or for a streamlined application under Sec. 5.33(j) is
deemed approved as of the 15th day after the close of the comment
period, unless the OCC notifies the applicant that the filing is not
eligible for expedited review or the expedited review process is
extended under Sec. 5.13(a)(2). Twelve CFR 5.33(j) authorized the use
of a streamlined application if: (i) at least one party to the
transaction is an eligible bank or eligible savings association, and
all other parties to the transaction are eligible banks, eligible
savings associations, or eligible depository institutions; the
resulting national bank or resulting Federal savings association will
be well capitalized immediately following consummation of the
transaction; and the total assets of the target institution are no more
than 50 percent of the total assets of the acquiring bank or Federal
savings association, as reported in each institution's Consolidated
Report of Condition and Income filed for the quarter immediately
preceding the filing of the application; (ii) the acquiring bank or
Federal savings association is an eligible bank or eligible savings
association; the target bank or savings association is not an eligible
bank, eligible savings association, or an eligible depository
institution; the resulting national bank or resulting Federal savings
association will be well capitalized immediately following consummation
of the transaction; and the filers in a prefiling communication request
and obtain approval from the appropriate OCC licensing office to use
the streamlined application; (iii) the acquiring bank or Federal
savings association is an eligible bank or eligible savings
association; the target bank or savings association is not an eligible
bank, eligible savings association, or an eligible depository
institution; the resulting bank or resulting Federal savings
association will be well capitalized immediately following consummation
of the transaction; and the total assets acquired do not exceed 10
percent of the total assets of the acquiring national bank or acquiring
Federal savings association, as reported in each institution's
Consolidated Report of Condition and Income filed for the quarter
immediately preceding the filing of the application; or (iv) in the
case of a transaction under 12 CFR 5.33(g)(4), the acquiring bank is an
eligible bank; the resulting national bank will be well capitalized
immediately following consummation of the transaction; the filers in a
prefiling communication request and obtain approval from the
appropriate OCC licensing office to use the streamlined application;
and the total assets acquired do not exceed 10 percent of the total
assets of the acquiring national bank, as reported in the bank's
Consolidated Report of Condition and Income filed for the quarter
immediately preceding the filing of the application. The streamlined
application requested information about topics similar to those
addressed in the Interagency Bank Merger Act Application, but the
former only required an applicant to provide detailed information if
the applicant answered in the affirmative to any one of a series of yes
or no questions.
The OCC recognizes the additional burden that use of the
Interagency Bank Merger Act Application places on applicants that
formerly qualified to use the streamlined application. Additionally, as
noted in the original adoption of the expedited review process, ``many
types of applications submitted by healthy banks whose applications
should entail low levels of risk'' support the OCC's ``calibrat[ion of]
the extent of regulatory review an application receives to focus more
resources on applications that are novel, are complex, or present
potentially greater risk to the applicant bank.'' \7\ Ensuring the
timely and efficient processing of merger applications, including
through expedited review, would help facilitate economic growth and
innovation.
---------------------------------------------------------------------------
\7\ 61 FR 60342 (Nov. 27, 1996).
---------------------------------------------------------------------------
For the reasons discussed above, the interim final rule restores
without change Sec. 5.33(i) and (j) that were removed by the 2024
Final Rule. The 2024 Final Rule also removed the term ``business
reorganization,'' which was defined in Sec. 5.33(d)(3) as a business
combination between eligible banks and eligible savings associations,
or between an eligible bank or an eligible savings association and an
eligible depository institution,\8\ that are controlled by the same
holding company or that will be controlled by the same holding company
prior to the combination; or a business combination between an eligible
bank or an eligible savings association and an interim national bank or
interim Federal savings association chartered in a transaction in which
a person or group of persons exchanges its shares of the eligible bank
or eligible savings association for shares of a newly formed holding
company and receives after the transaction substantially the same
proportional share interest in the holding company as it held in the
eligible bank or eligible savings association (except for changes in
interests resulting from the exercise of dissenters' rights), and the
reorganization involves no other transactions involving the bank or
savings association. As this definition is used to define one of the
classes of applications eligible for expedited review under Sec.
5.33(i), the interim final rule also restores without change Sec.
5.33(d)(3) that was removed by the 2024 Final Rule.
---------------------------------------------------------------------------
\8\ ``Eligible bank,'' ``eligible savings association,'' and
``eligible depository institution'' are defined in 12 CFR 5.3. An
institution meets the appropriate definition if it is well
capitalized; has a composite rating of 1 or 2; has a Community
Reinvestment Act rating of ``Outstanding'' or ``Satisfactory,'' if
applicable; has a consumer compliance rating of 1 or 2; and is not
subject to a cease and desist order, consent order, formal written
agreement, or Prompt Corrective Action directive, or is notified in
writing by the OCC that it may be treated as an ``eligible bank or
eligible savings association'' if subject to any such order,
agreement, or directive.
---------------------------------------------------------------------------
Policy Statement
In issuing the Policy Statement as part of the 2024 Final Rule, the
OCC's stated purpose was increasing the transparency and clarity for
the public about the OCC's review of applications under the Bank Merger
Act.\9\ The Policy Statement contains three main areas of
[[Page 20563]]
discussion: (1) general principles of OCC review; (2) the financial
stability, financial and managerial resources and future prospects, and
convenience and needs factors under the BMA; and (3) the public comment
period and public meetings. However, the OCC is aware that the release
of the Policy Statement generated confusion and generally did not
succeed in providing additional clarity to banks or the public.
Further, the banking industry may be unwilling to engage in
economically beneficial mergers in light of the confusion and
uncertainty caused by the Policy Statement. After further
consideration, the OCC believes that rescinding the Policy Statement
will expedite the OCC's review of business combination applications and
decrease uncertainty for both the banking industry and the public. The
OCC will consider issuing a new policy statement after reviewing any
comments submitted in response to this interim final rule.
---------------------------------------------------------------------------
\9\ See, e.g., 89 FR 78207.
---------------------------------------------------------------------------
The OCC believes that the general principles of OCC review are
sufficiently captured in the policies underlying the restored
streamlined application and expedited review, discussed above as well
as in the Comptroller's Licensing Manual, ``Business Combinations''
booklet. These procedures have existed for nearly thirty years, and the
banking industry and public are familiar with how the OCC handles
applications under these procedures. The OCC's goal is to encourage
economically beneficial mergers to support the United States economy
and innovation. Rescission of the policy statement supports these goals
by removing the outstanding confusion and uncertainty. The OCC will
consider any future changes to these procedures in response to comments
on the interim final rule and developments in the banking industry.
Similarly, the BMA's statutory factors have existed in their current
form since 2011 with the majority of those factors in their current
form since 1966. To the extent that more specific guidance on the
statutory factors is needed, the OCC will consider any comments it
receives in response to this interim final rule.
The discussion of public comments and public meetings in the Policy
Statement is largely duplicative of the regulatory provisions in 12 CFR
5.10 and 5.11. Accordingly, the OCC believes that these regulations
provide sufficient information to the banking industry and public to
support rescission of the public comments and meetings portion of the
Policy Statement.
Accordingly, the OCC is rescinding the Policy Statement, effective
upon publication of this interim final rule in the Federal Register.
The OCC requests comment on what content would be helpful in any future
policy statement discussing the OCC's review of applications under the
BMA. The OCC is committed to providing transparent and useful
information to the banking industry and the public to facilitate
beneficial mergers that increase and support economic activity and
innovation in the economy.
IV. Regulatory Analysis
A. Administrative Law Matters
The OCC is issuing the interim final rule without prior notice and
the opportunity for public comment and the delayed effective date
ordinarily prescribed by the Administrative Procedure Act (APA).\10\
Pursuant to section 553(b)(B) of the APA, general notice and the
opportunity for public comment are not required with respect to a
rulemaking when an ``agency for good cause finds (and incorporates the
finding and a brief statement of reasons therefor in the rules issued)
that notice and public procedure thereon are impracticable,
unnecessary, or contrary to the public interest.''
---------------------------------------------------------------------------
\10\ 5 U.S.C. 553.
---------------------------------------------------------------------------
The OCC believes that the public interest is best served by the
immediate effectiveness of the interim final rule upon publication in
the Federal Register. As discussed above, there has been significant
confusion in the banking industry and public about the effect of the
2024 Final Rule, potentially hampering economically beneficial bank
mergers. Similarly, reducing burden by reinstating the streamlined
application and expedited review will encourage bank mergers beneficial
to the United States economy and innovation.
The APA also requires a 30-day delayed effective date, except for
(1) substantive rules which grant or recognize an exemption or relieve
a restriction; (2) interpretative rules and statements of policy; or
(3) as otherwise provided by the agency for good cause.\11\ The interim
final rule grants exemptions from use of the Interagency Bank Merger
Act form through allowing use of the streamlined application and grants
relief from ordinary processing procedures by reinstating expedited
review. Further, the interim final rule rescinds the policy statement.
Accordingly, the OCC finds good cause exists to encourage economically
beneficial bank mergers and reduce burden. As such, the interim final
rule is exempt from the APA's delayed effective date requirement.
---------------------------------------------------------------------------
\11\ 5 U.S.C. 553(d).
---------------------------------------------------------------------------
While the OCC believes that there is good cause to issue the
interim final rule without advance notice and comment and with an
immediate effective date, the agency is interested in the views of the
public and requests comment on all aspects of the interim final rule.
B. Paperwork Reduction Act
Under the Paperwork Reduction Act of 1995 (PRA),\12\ the OCC may
not conduct or sponsor, and a respondent is not required to respond to,
an information collection unless it displays a currently valid Office
of Management and Budget (OMB) control number. The information
collection requirements in this proposed rule have been submitted to
OMB under OMB control number 1557-0014 (Licensing Manual).
---------------------------------------------------------------------------
\12\ 44 U.S.C. 3501-3521.
---------------------------------------------------------------------------
This interim final rule amends 12 CFR 5.33 by restoring the
expedited review procedures in Sec. 5.33(i), which will allow an
application to be deemed approved by the OCC as of the 15th day after
the close of the comment period, unless the OCC notifies the filer that
the filing is not eligible for expedited review or the expedited review
process is extended. This interim final rule restores the streamlined
application in Sec. 5.33(j), which permits the ability of eligible
institutions to file for certain types of business combinations using a
streamlined application form.
Title: Licensing Manual.
OMB Control Number: 1557-0014.
Frequency of Response: Occasional.
Affected Public: National banks and Federal savings associations.
The changes to the burden of the Licensing Manual are de minis and
continue to be:
Estimated Number of Respondents: 3,694.
Estimated Total Annual Burden: 12,481.15.
C. Regulatory Flexibility Act
The Regulatory Flexibility Act (RFA) \13\ requires an agency to
consider whether the rules it proposes will have a significant economic
impact on a substantial number of small entities (defined by the Small
Business Administration for purposes of the RFA to include commercial
banks and savings institutions with total assets of $850 million or
less and trust companies with total assets of $47 million or less). The
RFA applies to rules for which an agency publishes a general notice of
proposed rulemaking pursuant to 5 U.S.C. 553(b). Consistent with
section 553(b)(B) of the APA, the
[[Page 20564]]
OCC has determined for good cause that general notice and opportunity
for public comment is unnecessary, and therefore the OCC is not issuing
a notice of proposed rulemaking. Accordingly, the OCC has concluded
that the RFA's requirements relating to initial and final regulatory
flexibility analysis do not apply.
---------------------------------------------------------------------------
\13\ 5 U.S.C. 601 et seq.
---------------------------------------------------------------------------
As discussed in the 2024 Final Rule, the OCC expected the changes
made by the 2024 Final Rule to have a de minimis impact on small
entities.\14\ Accordingly, the OCC believes that rescission of the 2024
Final Rule would likely have a de minimis impact on small entities.
Nevertheless, the OCC seeks comment on whether, and the extent to
which, the interim final rule would affect a significant number of
small entities.
---------------------------------------------------------------------------
\14\ 89 FR 78217.
---------------------------------------------------------------------------
D. Unfunded Mandates Reform Act of 1995
As a general matter, the Unfunded Mandates Reform Act of 1995
(UMRA) \15\ requires that the preparation of a budgetary impact
statement before promulgating a rule that includes any Federal mandate
that may result in the expenditure by State, local, and Tribal
governments, in the aggregate, or by the private sector, of $100
million or more (adjusted annually for inflation, currently $187
million) in any one year. However, the UMRA does not apply to final
rules for which a general notice of proposed rulemaking was not
published.\16\ Therefore, because the OCC has found good cause to
dispense with notice and comment for this interim final rule, the OCC
has not prepared an economic analysis of the rule under the UMRA.
---------------------------------------------------------------------------
\15\ 2 U.S.C. 1531 et seq.
\16\ See 2 U.S.C. 1532(a).
---------------------------------------------------------------------------
As discussed in the 2024 Final Rule, the OCC estimated that the
annual aggregate cost of the final rule once fully phased in will be de
minimis.\17\ Accordingly, the OCC believes that the interim final rule
will not likely result in an expenditure of $187 million or more
annually by State, local, and Tribal governments or by the private
sector.
---------------------------------------------------------------------------
\17\ 89 FR 78217-78218.
---------------------------------------------------------------------------
E. Riegle Community Development and Regulatory Improvement Act of 1994
Pursuant to section 302(a) of the Riegle Community Development and
Regulatory Improvement Act (RCDRIA) of 1994,\18\ in determining the
effective date and administrative compliance requirements for new
regulations that impose additional reporting, disclosure, or other
requirements on insured depository institutions, the OCC must consider,
consistent with principles of safety and soundness and the public
interest (1) any administrative burdens that the final rule would place
on depository institutions, including small depository institutions and
customers of depository institutions and (2) the benefits of the final
rule. In addition, section 302(b) of RCDRIA requires new regulations
and amendments to regulations that impose additional reporting,
disclosures, or other new requirements on insured depository
institutions generally to take effect on the first day of a calendar
quarter that begins on or after the date on which the regulations are
published in final form, unless the agency determines, for good cause
published with the regulation, that the regulation should become
effective before such time.\19\ As the interim final rule relieves,
rather than imposes, reporting and other requirements, the delayed
effective date provisions of section 302(b) of RCDRIA are inapplicable.
Further, for the reasons discussed above, the OCC finds good cause
exists to publish the interim final rule with an immediate effective
date.
---------------------------------------------------------------------------
\18\ 12 U.S.C. 4802(a).
\19\ 12 U.S.C. 4802(b)(1)(A).
---------------------------------------------------------------------------
As such, the interim final rule will be effective immediately.
Nevertheless, the OCC seeks comment on RCDRIA.
F. Executive Order 14192
The OCC has determined that the interim final rule is not a
significant regulatory action or a significant guidance document for
purposes of Executive Order 14192.
G. Congressional Review Act
For purposes of the Congressional Review Act, the Office of
Management and Budget (OMB) makes a determination as to whether a final
rule constitutes a ``major rule.'' \20\ If a rule is deemed a ``major
rule'' by the OMB, the Congressional Review Act generally provides that
the rule may not take effect until at least 60 days following its
publication.\21\
---------------------------------------------------------------------------
\20\ 5 U.S.C. 801 et seq.
\21\ 5 U.S.C. 801(a)(3).
---------------------------------------------------------------------------
The Congressional Review Act defines a ``major rule'' as any rule
that the Administrator of the Office of Information and Regulatory
Affairs of the OMB finds has resulted in or is likely to result in: (1)
an annual effect on the economy of $100,000,000 or more; (2) a major
increase in costs or prices for consumers, individual industries,
Federal, State, or local government agencies, or geographic regions; or
(3) significant adverse effects on competition, employment, investment,
productivity, innovation, or on the ability of United States-based
enterprises to compete with foreign-based enterprises in domestic and
export markets.\22\
---------------------------------------------------------------------------
\22\ 5 U.S.C. 804(2).
---------------------------------------------------------------------------
The delayed effective date required by the Congressional Review Act
does not apply to any rule for which the agency determines and for good
cause finds (and incorporates the finding and a brief statement of
reasons therefor in the rule issued) that notice and public procedure
thereon are impracticable, unnecessary, or contrary to the public
interest.\23\ For the reasons discussed above, the OCC finds good cause
that delaying the effective date would be unnecessary and contrary to
the public interest.
---------------------------------------------------------------------------
\23\ 5 U.S.C. 808(2).
---------------------------------------------------------------------------
As required by the Congressional Review Act, the OCC will submit
the interim final rule and other appropriate reports to Congress and
the Government Accountability Office for review.
List of Subjects in 12 CFR Part 5
Administrative practice and procedure, National banks, Reporting
and recordkeeping requirements, Savings associations, Securities.
For the reasons set forth in the preamble, the OCC amends chapter I
of title 12 of the Code of Federal Regulations as follows:
PART 5--RULES, POLICIES, AND PROCEDURES FOR CORPORATE ACTIVITIES
0
1. The authority citation for part 5 continues to read as follows:
Authority: 12 U.S.C. 1 et seq., 24a, 35, 93a, 214a, 215, 215a,
215a-1, 215a-2, 215a-3, 215c, 371d, 481, 1462a, 1463, 1464, 1817(j),
1831i, 1831u, 2901 et seq., 3101 et seq., 3907, and 5412(b)(2)(B).
0
2. Section 5.33 is amended by adding paragraphs (d)(3), (i), and (j) to
read as follows.
Sec. 5.33 Business combinations involving a national bank or Federal
savings association.
* * * * *
(d) * * *
(3) Business reorganization means either:
(i) A business combination between eligible banks and eligible
savings associations, or between an eligible bank or an eligible
savings association and an eligible depository institution, that are
controlled by the same holding company or that will be controlled by
the same holding company prior to the combination; or
[[Page 20565]]
(ii) A business combination between an eligible bank or an eligible
savings association and an interim national bank or interim Federal
savings association chartered in a transaction in which a person or
group of persons exchanges its shares of the eligible bank or eligible
savings association for shares of a newly formed holding company and
receives after the transaction substantially the same proportional
share interest in the holding company as it held in the eligible bank
or eligible savings association (except for changes in interests
resulting from the exercise of dissenters' rights), and the
reorganization involves no other transactions involving the bank or
savings association.
* * * * *
(i) Expedited review for business reorganizations and streamlined
applications. A filing that qualifies as a business reorganization as
defined in paragraph (d)(3) of this section, or a filing that qualifies
as a streamlined application as described in paragraph (j) of this
section, is deemed approved by the OCC as of the 15th day after the
close of the comment period, unless the OCC notifies the filer that the
filing is not eligible for expedited review, or the expedited review
process is extended, under Sec. 5.13(a)(2). An application under this
paragraph must contain all necessary information for the OCC to
determine if it qualifies as a business reorganization or streamlined
application.
(j) Streamlined applications. (1) A filer may qualify for a
streamlined business combination application in the following
situations:
(i) At least one party to the transaction is an eligible bank or
eligible savings association, and all other parties to the transaction
are eligible banks, eligible savings associations, or eligible
depository institutions, the resulting national bank or resulting
Federal savings association will be well capitalized immediately
following consummation of the transaction, and the total assets of the
target institution are no more than 50 percent of the total assets of
the acquiring bank or Federal savings association, as reported in each
institution's Consolidated Report of Condition and Income filed for the
quarter immediately preceding the filing of the application;
(ii) The acquiring bank or Federal savings association is an
eligible bank or eligible savings association, the target bank or
savings association is not an eligible bank, eligible savings
association, or an eligible depository institution, the resulting
national bank or resulting Federal savings association will be well
capitalized immediately following consummation of the transaction, and
the filers in a prefiling communication request and obtain approval
from the appropriate OCC licensing office to use the streamlined
application;
(iii) The acquiring bank or Federal savings association is an
eligible bank or eligible savings association, the target bank or
savings association is not an eligible bank, eligible savings
association, or an eligible depository institution, the resulting bank
or resulting Federal savings association will be well capitalized
immediately following consummation of the transaction, and the total
assets acquired do not exceed 10 percent of the total assets of the
acquiring national bank or acquiring Federal savings association, as
reported in each institution's Consolidated Report of Condition and
Income filed for the quarter immediately preceding the filing of the
application; or
(iv) In the case of a transaction under paragraph (g)(4) of this
section, the acquiring bank is an eligible bank, the resulting national
bank will be well capitalized immediately following consummation of the
transaction, the filers in a prefiling communication request and obtain
approval from the appropriate OCC licensing office to use the
streamlined application, and the total assets acquired do not exceed 10
percent of the total assets of the acquiring national bank, as reported
in the bank's Consolidated Report of Condition and Income filed for the
quarter immediately preceding the filing of the application.
(2) Notwithstanding paragraph (j)(1) of this section, a filer does
not qualify for a streamlined business combination application if the
transaction is part of a conversion under part 192 of this chapter.
(3) When a business combination qualifies for a streamlined
application, the filer should consult the Comptroller's Licensing
Manual to determine the abbreviated application information required by
the OCC. The OCC encourages prefiling communications between the filers
and the appropriate OCC licensing office before filing under paragraph
(j) of this section.
* * * * *
Appendix A to Subpart C of Part 5--[Removed]
0
3. Remove appendix A to part 5, subpart C.
Stuart E. Feldstein,
Acting Principal Deputy Chief Counsel, Office of the Comptroller of the
Currency.
[FR Doc. 2025-08405 Filed 5-14-25; 8:45 am]
BILLING CODE 4810-33-P