Business Combinations Under the Bank Merger Act; Rescission

<RULE> DEPARTMENT OF THE TREASURY <SUBAGY>Office of the Comptroller of the Currency</SUBAGY> <CFR>12 CFR Part 5</CFR> <DEPDOC>[Docket ID OCC-2025-0001]</DEPDOC> <RIN>RIN 1557-AF29</RIN> <SUBJECT>Business Combinations Under the Bank Merger Act; Rescission</SUBJECT> <HD SOURCE="HED">AGENCY:</HD> Office of the Comptroller of the Currency (OCC), Treasury. <HD SOURCE="HED">ACTION:</HD> Interim final rule. <SUM> <HD SOURCE="HED">SUMMARY:</HD> 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. </SUM> <EFFDATE> <HD SOURCE="HED">DATES:</HD> The interim final rule is effective May 15, 2025. Comments on the interim final rule must be received by June 16, 2025. </EFFDATE> <HD SOURCE="HED">ADDRESSES:</HD> 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: • <E T="03">Federal eRulemaking Portal—“Regulations.gov”:</E> Go to <E T="03">https://regulations.gov/.</E> 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 <E T="03">Regulations.gov</E> site, please call 1-866-498-2945 (toll free) Monday-Friday, 9 a.m.-5 p.m. ET, or email <E T="03">regulationshelpdesk@gsa.gov.</E> • <E T="03">Mail:</E> Chief Counsel's Office, Attention: Comment Processing, Office of the Comptroller of the Currency, 400 7th Street SW, Suite 3E-218, Washington, DC 20219. • <E T="03">Hand Delivery/Courier:</E> 400 7th Street SW, Suite 3E-218, Washington, DC 20219. <E T="03">Instructions:</E> 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 <E T="03">Regulations.gov</E> 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: • <E T="03">Viewing Comments Electronically—Regulations.gov:</E> Go to <E T="03">https://regulations.gov/.</E> 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 <E T="03">Regulations.gov</E> site, please call 1-866-498-2945 (toll free) Monday-Friday, 9 a.m.-5 p.m. ET, or email <E T="03">regulationshelpdesk@gsa.gov.</E> The docket may be viewed after the close of the comment period in the same manner as during the comment period. <FURINF> <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD> 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. </FURINF> <SUPLINF> <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD> <HD SOURCE="HD1">I. Background</HD> 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. <SU>1</SU> <FTREF/> 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. <SU>2</SU> <FTREF/> The BMA generally requires public notice of the transaction to be published for 30 days. <SU>3</SU> <FTREF/> 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. <SU>4</SU> <FTREF/> The OCC may also hold a public hearing, public meeting, or private meeting on an application. <SU>5</SU> <FTREF/> <FTNT> <SU>1</SU>  A business combination for these purposes includes an assumption of deposits in addition to a merger or consolidation. </FTNT> <FTNT> <SU>2</SU>  12 U.S.C. 1828(c)(5), (11). </FTNT> <FTNT> <SU>3</SU>  12 U.S.C. 1828(c)(4). </FTNT> <FTNT> <SU>4</SU>  12 CFR 5.8(b), 5.10(b)(1). </FTNT> <FTNT> <SU>5</SU>  12 CFR 5.11. </FTNT> On September 25, 2024, the OCC published in the <E T="04">Federal Register</E>   <SU>6</SU> <FTREF/> a final rule (2024 Final Rule) removing the expedited review procedures contained in § 5.33(i) and the streamlined application form in § 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. <FTNT> <SU>6</SU>  89 FR 78207 (Sept. 25, 2024). </FTNT> 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 § 5.33(i) and the streamlined application form in § 5.33(j) and removing the appendix containing the policy statement. <HD SOURCE="HD1">II. Description of the Interim Final Rule</HD> <HD SOURCE="HD2">Regulatory Amendments</HD> Prior to the 2024 Final Rule, § 5.33(i) provided that a filing that qualifies either as a business reorganization as defined in § 5.33(d)(3) or for a streamlined application under § 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 § 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 acquir ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 35k characters. 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