On July 12, the Board of Governors of the Federal Reserve System (Board) issued supervisory guidance describing a new optional process for an applicant to request a response on a potential bank acquisition or other proposal before the submission of a formal application or notice.
Federal Reserve System staff will review submitted questions about potential filings, otherwise known as pre-filings, before the submission of formal filings. Pre-filings may include a variety of information such as business plans, presentations outlining potential proposals, or other items about which potential applicants may have questions. This process is expected to benefit community banking organizations that do not file applications frequently and also pre-filers with novel proposals. Pre-filings are inquiries related 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. The Board noted that 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.
Pre-filings should be submitted to the appropriate Reserve Bank or through the System’s Electronic Applications System, E-Apps. The Federal Reserve anticipates that the review of pre-filings will take no more than 60 days. While most types of pre-filings should take considerably less than 60 days to review, the evaluation of complex or novel proposals may require the full 60 days or longer.
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