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SR 12-12
CA 12-11
July 11, 2012
SUBJECT: Implementation of a New Process for Requesting Guidance from the Federal
Reserve Regarding Bank and Nonbank Acquisitions and Other Proposals
Applicability to Community Banking Organizations: This guidance applies to all institutions
supervised by the Federal Reserve, including community banking organizations, defined as
institutions supervised by the Federal Reserve with total consolidated assets of $10 billion or
This letter outlines the Federal Reserve’s new process for an applicant to request
feedback on a potential acquisition or other proposal prior to the submission of a formal
application or notice.1 The Board believes that this new process will be particularly helpful for
community banking organizations that typically do not file applications on a frequent basis or for
pre-filers with novel proposals. These applicants will now have the opportunity to work with
Federal Reserve staff to receive critical feedback on potential issues related to acquisitions or
other proposals. This new optional process, described more fully below, could shorten the
review period for many formal applications.
General Guidance
Federal Reserve System staff understand that individuals or companies frequently have
questions about potential filings and, as a courtesy, will now review submitted information,
termed a “pre-filing,” prior to the submission of a formal filing.2 Pre-filings are inquiries related

This process applies to all types of proposals requiring submission of an application or notice.

Communications through brief phone conversations or limited e-mail correspondence are not generally considered
pre-filings. In addition, the Federal Reserve will continue to receive requests for Federal Register publication or for
the submission of biographical and financial information needed to commence background investigations related to
proposals that are expected to be filed. However, this information will not be considered a pre-filing for purposes of
this guidance.
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to potential applications and notices that include, but are not limited to, information about a
specific aspect of a proposal or a potential issue, business plans or pro forma financial
information related to a potential filing, or presentations outlining specific potential proposals
(i.e., not just proposal concepts). Pre-filings also may include draft transactional and structural
documents such as shareholder agreements, purchase agreements, voting agreements, side letters,
offering documents, partnership agreements, or qualified family partnership agreements. In
addition, pre-filings may include questions regarding the type of filing required, if any; the
individuals or entities that would need to join a filing; and whether an entity would be considered
to be a “company” or have “control” under the Bank Holding Company Act or the Home
Owners’ Loan Act.3
The Board believes that the new pre-filing process will be particularly beneficial to
individuals and entities that are not frequent filers with the System or for filers with novel
proposals that are seeking feedback on specific areas regarding a proposal. For community
banking organizations in particular, the pre-filing process can be very useful in helping
organizations understand relevant issues and the overall process. The pre-filing process is not
expected to be typically used by organizations that frequently file proposals with the Federal
Those submitting a pre-filing should understand that staff review will be targeted to the
specific request for feedback and is not intended to identify or resolve all issues or concerns
related to a possible future application or notice, or be predictive of the final outcome. In
addition, this review is not intended to be a forum for negotiating the structure of a potential
proposal or for resolving significant issues of policy or law. Finally, a pre-filing evaluation is
not part of the formal review period for applications outlined in relevant statutes and regulations
and should not be considered as such.
Such pre-filings should be submitted to the appropriate Reserve Bank. Pre-filings also
may be submitted electronically through the System’s Electronic Applications System, E-Apps.
Depending on the nature of the inquiry, a pre-filing review may include Board staff consultation.
Although most pre-filings can be addressed swiftly, the Federal Reserve anticipates reviewing
pre-filing and submitted information regarding a particular proposal for no more than 60 days.4
Some pre-filings may require additional time.
Pre-filing inquiries will be handled on a best-efforts basis, with staff giving priority to
pending formal applications and notices. Pre-filers will be contacted upon completion of the
review, but no later than 60 days from the date of receipt of the pre-filing. There generally will
be only one pre-filing review period for a potential application or notice. If further review of a

Under the provisions of the Freedom of Information Act (FOIA), written inquiries and documents submitted in
connection with a pre-filing inquiry become public records of the Board and may be requested by any member of the
public. Board records generally must be disclosed unless they are determined to fall, in whole or in part, within the
scope of one or more of the FOIA exemptions from disclosure. See 5 U.S.C. section 552(b)(l)-(9). Parties may seek
confidential treatment for any portion of submission in accordance with the Board’s Rules Regarding Availability of
Information (12 CFR 261.15). Pre-filings will not be published in the Board’s H.2 report.

Responses to most types of pre-filings are anticipated to take well less than the 60 day period noted above. However,
the review of complex or novel proposals may require the full 60 day period. Also, this process is not intended for
the review of fully complete applications or notices.
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proposal is desired, a final application or notice should be filed, and the filer need not wait for
staff to complete its review and assessment of the pre-filing within the pre-filing review period.
At the conclusion of the review period, a pre-filer wishing to pursue their proposal, or a
pre-filer who has been informed that a proposal requires a filing, is encouraged to submit a final
application or notice as soon as practicable. The final filing record should stand on its own
whereby the applicant or notificant should provide all pertinent documents in the final filing.
Final submissions generally are expected to be more quickly reviewed and acted upon when
previously identified issues or concerns are fully addressed.
Questions about this letter concerning safety-and-soundness issues may be directed to
Michael J. Sexton, Assistant Director, at (202) 452-3009, or Katie Cox, Manager, at
(202) 452-2721, Domestic Acquisitions and Activities, in the Board’s Division of Banking
Supervision and Regulation. Questions about this letter concerning legal issues may be directed
to Alison Thro, Assistant General Counsel, at (202) 452-3236, or Amanda Allexon, Senior
Counsel, at (202) 452-3818, in the Board’s Legal Division. Questions about this letter
concerning consumer compliance or Community Reinvestment Act issues may be directed to
Beverly Smith, Manager, at (202) 452-5291, or Charles Fleet, Senior Supervisory Consumer
Financial Services Analyst, at (202) 452-2776, in the Board’s Division of Consumer and
Community Affairs. In addition, questions may be sent via the Board’s public website.5

Michael S. Gibson
Division of Banking Supervision
and Regulation


Sandra F. Braunstein
Division of Consumer
and Community Affairs

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