text:
Best Tactical Flashlight Expert Reviews & Buying Guide
Written by James White in Reviews
How to Choose the Best Tactical Flashlight
Whether you need a flashlight for hunting, camping, or just taking the dog for a walk at night, you should consider finding one that's really durable and made to last. To help you find the best tactical flashlight available, we researched some of the top brands and best-selling products to put together our top 10 picks. Before we get started, let's take a closer look at some of the features you need to know about before shopping.
Lumens are a measure of how bright the light of a flashlight is. For some reference, a reading light has about 20 lumens. The products in our tactical flashlight reviews have anywhere from 300 to 1600 lumens.
Most of the high-quality lights we found can be powered by either a standard AAA or AA battery or a rechargeable Lithium-Ion. There are even a few products on our list that include the appropriate Lithium-Ion and charger.
We have to mention that there's a difference between waterproof and water resistant. a lot of these aren't waterproof but most are water resistant. They can handle getting some rain on them. We noted this in the reviews.
Beam Distance
Beam distance is the maximum distance the spotlight shines in ideal condition. Most of our picks have a beam distance of about 600 feet but you will find some that shine 1000 feet or more.
A flashlight that comes with a charger means you don't have to buy one separately. A few of our top picks do include chargers and rechargeable batteries so if you're looking for a packaged deal, no worries!
Most of the products in our reviews don't come with any accessories at all but if you want something a little extra special, there are a few extras available. You'll find some that come with cases and even holsters.
Now that you know a little more about these features, let's move into our best tactical flashlight review. Here's how it's set up. Our top pick and budget pick are first. Running short on time? Those 2 products are a great place to start. After that, you'll find the rest of the products that round out our best list. Don't just look for ones from the best tactical backpack brands. There are plenty to choose from. Okay, let's get to it!
Peak Plus Tactical Flashlight
Lumens: 1200
Battery: Lithium-Ion, AAA
Beam Distance: 600′
Charger: Yes
Accessories: Case
This is a pretty intense pick which is why it's our best-rated tactical flashlight. First of all, this is a full kit that includes a super bright tactical flashlight, a rechargeable Lithium-Ion battery, a battery charger, a case, and a manual. It's made to last a long time. While it's not waterproof, it is water resistant. That's not all, it's also anti-abrasive, skid-proof, and designed to be compact enough to easily slip into your pocket. Get this. It comes with 5 different modes: low, medium, high, strobe, and SOS. You can also adjust the beam so it acts as a focused beam of light or a floodlight to brighten a wider area. Want to know the best part? It comes with a 100% satisfaction guarantee.
J5 V1-PRO 300 Flashlight
Lumens: 300
Battery: AA
Accessories: None
If you're looking for the best tactical flashlight for the money, our pick is the J5 Tactical V1-PRO 300 Flashlight. This basic flashlight is pretty impressive. With its bright 300 lumens, it lights up the night just as effectively as other more expensive models. The body is made from strong and lightweight aluminum alloy. What does that mean for you? It's compact but tough enough to handle intense situations. There are 3 different lighting modes: high, low, and strobe for emergencies or to use for visibility if you're out cycling at night. Not only that, but it will run on a single AA battery for hours. You can change the focus of the beam from an intense spotlight to a floodlight for wider illumination. This best cheap tactical flashlight packs a big punch.
Outlite A100 Flashlight
The Outlite A100 is one of the best small tactical flashlights we came across. At its most extended, it's just about 6 inches long. Despite its size, it really lights up the night. In spotlight mode, the beam travels about 600 feet. There's a flood feature, too. It's water resistant so you can use in rainy weather without worrying about damage. There's some versatility when it comes to power, too, since you can use either an 18650 Lithium-ion battery or 3 AAAs. The button on the end lets you cycle through 5 different modes: high, medium, low, strobe, and SOS. This really is a nice feature to have, especially if you're planning to take it with you on hikes or camping and may come into an emergency situation where you do need help.
Komking Tactical Flashlight
If you're looking for a waterproof flashlight that's compact and powerful, look no further. Because it's waterproof, this is a good one to take with you if you're camping, fishing, or boating because it can handle being accidentally (or purposely) submerged for short periods of time. Another reason that it's great for outdoor adventures if because it has a strobe and SOS mode in case you get into any trouble. That's not all, you get a high, medium, and low setting, too. One really cool thing about this flashlight is how long a battery can last. It was designed with a high efficiency LED chip and has a really long lifespan. How long? Get this – 50,000 hours! One more thing, the front has a cool lotus shape that not only looks unique but also protects the lens.
Uoline Tactical Portable Flashlight
Uoline is one of the best tactical flashlight brands and once you get a look at this tactical flashlight, you'll understand why. One thing that sets it apart is the aluminum alloy body. It's durable and lightweight so you get a solid product without any added weight. It's also 20% brighter than similar flashlights because it has a special reflector on the inside of the lens that projects the light with more intensity. In all, there are 5 different settings: full, medium, and a low power saver mode as well as a fast strobe and an SOS mode. This is a great one for a survival kit, camping, hiking, or even to keep in your car in case of emergency. It comes with some nice accessories, too: an aluminum carabiner and a sturdy black case.
YIFENG XML-T6 Flashlight
The YIFENG XML-T6 flashlight actually comes in a 2 pack, which is great. Keep one for yourself and give one as a gift. Who are we kidding? You're going to want to keep them both so you can keep one with you at all times and one in your car. With this flashlight, you get an adjustable beam that can go from spotlight to floodlight quickly and easily. You can also cycle between high, middle, and low power plus a strobe and SOS setting just with the push of a button. It's water resistant so you can feel comfortable taking it outside even when it's raining. And get this. Because the frame is made of strong lightweight aluminum alloy, its front bevel is strong enough to break glass and a great tool for self-defense.
GearLight Tactical Flashlight
Beam Distance: 1000,
Accessories: Holsters
This is a top pick for best rechargeable tactical flashlight. It's so good, in fact, that it comes in a 2 pack. This has one of the longest possible beam distances we found at 1000 feet which is really quite impressive when you consider most of the other top models only give you about 600. With 5 settings, including strobe and SOS mode, this flashlight is a great choice for daily use, night walks, camping, or hiking. Plus, you can tuck into your pocket or purse. If you'd rather wear it on your belt for easy access, good news! You get a holster for each flashlight, too. It even has an included lanyard so you can keep it secured to your wrist when you're using it. One more thing: this one can survive a 10-foot drop.
URPower 18650 Flashlight
Battery: Lithium-Ion
Beam Distance: 1150″
Another great choice for best led tactical flashlight it the URPower 18650. Our favorite thing about this one is that it comes with everything you need to get started using it right out the box. Well, you have to charge the battery first, which is fine because this one comes with both a battery and charger! You can actually save a bit of money with this one since you get an 18650 Lithium battery and a charger. The 1000 lumens can get a beam distance of 1150 feet, the longest in our reviews. This is great for any kind of outdoor use because it's equipped with strobe and SOS modes in addition to high, middle, and low settings and a spotlight and floodlight option. One more thing: this one is rainproof so it's definitely safe to take outside in inclement weather.
Hausbell Tactical Flashlight
Battery: Lithium-Ion, AA
For a set of mini tactical flashlights that fit in the palm of your hand, you can't beat the Hausbell Tactical Flashlight. At only 3.7 inches long, it's a perfect size for your car's glove compartment, to put in the nightstand next to your bed, or even carry around in your purse or backpack. Considering its size, it puts out an impressive amount of light with 300 lumens. There are also 3 different settings: bright, dim, and strobe. You can also adjust the beam for a more concentrated one or widen it to illuminate a larger area. And guess what else? You can use either a standard AA battery or a rechargeable 14500 lithium-ion one that can save you a bit of money. Believe us, this mini flashlight has to be seen to be believed.
J5 Hyper V Flashlight
Battery: AAA
You can tell the J5 Hyper V Flashlight is tough just by looking at it. It's handheld, compact, and built to be really tough. The aluminum alloy case is lightweight, too, and fits nicely into your pocket or bag and it's a perfect size for the car. It's also waterproof so it's a great choice to take with you on camping or hiking adventures. This 400 lumen light shines a beam a whopping 800 feet, which is really impressive! In fact, this light has a reputation for being really bright. It has 3 light modes, too. High and low power and a strobe function that works great as an emergency beacon if you're ever in trouble. And here's the best thing about it. If you don't absolutely love it, they'll replace it or refund your money.
link to Best Arrow Rests Expert Reviews & Buying Guide
Best Arrow Rests Expert Reviews & Buying Guide
How to Choose the Best Arrow Rest Looking for the best arrow rest around? Lucky for you, so were we! We researched and reviewed some of the best that we could find, looking for the best arrow rest...
link to Best Bow Sights Expert Reviews & Buying Guide
Best Bow Sights Expert Reviews & Buying Guide
How to Pick Your Bow Sight Have you been using a "naked" bow this whole time, or are you ready to change up your current bow sight setup? You're in luck--we've researched best-selling bow...
© 2021 Copyright Best Hunting Gears


text:
November 5, 2022. By Amelia Burgess. Edited by Ali Al-Anssi
The Girls Middle School Basketball team is headed to the championship game for the first time in Central Academy history! Their first playoff game, against Muslim International Acadmey (MIA), was on Tuesday, November 1. The girls played and worked hard, listened well and had amazing team chemistry. The final score was 49-1. Leyana Nemer scored a buzzer beater, 3-point shot! Leyana Nemer led that team with a total of 29 points. Other scorers included: Tala Alessawy with 8 points, Taleen Alessawy 6 points, Ayah Hammoudah 4 points, and Dalia Thabateh with 2. These girls showed up - to play, to win, and to continue their season.
The second playoff game was also played at Central Academy on Thursday, November 3rd against Tipton Academy. As second playoff rounds go, the competition was tougher. In addition, some of our Falcon players were sick, one of the players said "It was the hardest basketball game I have ever played. I just didn't feel good" The score was close for most of the game, but the Falcons always maintained the lead. Our girls did not let up, in their true Falcon fierceness, they fought, winning jump balls, making steals, and pushing on fast breaks.
The girls won with the final score of 28-17. Leyana Nemer led the way with 17 points. Tala Alessawy had 4 points, Ayah Hammoudeh, Taleen Alessawy, and Hawa Kaba all had 2 points. The entire gym celebrated their history making win!
The girls will play in the championship game on Monday, November 7th against Wise Academy. Both teams are undefeated and the game will be played at a neutral location for both teams. Fans and families can come support our fierce Falcons at Dearborn Academy at 5pm. Look out for the falcons on Monday. GO FALCONS!!

redpajama_set_name: RedPajamaCommonCrawl


text:
Молдавская (Кучурганская) государственная районная электростанция () — крупная тепловая электростанция, расположенная в городе Днестровск в Приднестровье на берегу Кучурганского лимана. Запущена в эксплуатацию 26 сентября 1964 года. До распада СССР регион производил значительное количество электроэнергии, экспортируя её в Румынию, Болгарию и другие страны. Общая мощность станции составляет 2520 МВт. Станция имеет возможность производить электроэнергию с использованием природного газа, угля и мазута.

История
В 2005 году ЗАО «Молдавская ГРЭС» было приватизировано и затем вошло в состав российской группы Интер РАО ЕЭС. Надо отметить, что Молдавское правительство «не гарантирует право собственности на объекты, расположенные в населённых пунктах левобережья Днестра и в городе Бендеры, приватизированные без согласования в установленном порядке с Правительством».

С 2009 года ЗАО «Молдавская ГРЭС» является основным поставщиком электроэнергии в Молдову, обеспечивая порядка половины её потребностей.

Несмотря на резкое падение выработки электроэнергии с советских времён и проблемы с поставками в Приднестровье энергоносителей для ГРЭС, текущий владелец возобновил экспорт электроэнергии в Румынию и планирует наращивать объёмы производства.

В начале 2013 года произошло подорожание природного газа и электростанция вынуждена была перейти на более дешевый энергоноситель — каменный уголь. В итоге встревожились жители южных районов Приднестровья из-за появившихся в атмосфере токсичных продуктов горения. Аграрии и владельцы приусадебных участков выразили опасения, что будет нанесен непоправимый вред сельскохозяйственным деревьям и растениям, отчего может снизиться плодородие почвы и урожайность.

В марте 2013 года Молдавская ГРЭС приостановила экспорт электроэнергии в Румынию. Однако, это не сказалось серьёзно на МГРЭС, так как экспорт составлял порядка 400 млн кВт*час в год (менее 10 % объёмов продаж электростанции).

По данным на 2013 год Молдавская ГРЭС являлась одним из трёх крупнейших приднестровских экспортёров. На станции трудилось 2800 человек, при общей численности населения города Днестровск порядка 12 тыс. Средняя заработная плата сотрудников составляла порядка 200—300 долларов.

На начало 2019 года на электростанции работает 2 183 человека. Вакантно 90 рабочих мест. Средняя зарплата до вычета налогов - 7 622 рубля (~466$).

Тип и характеристика основного оборудования
На электростанции установлены 12 энергоблоков:

 6 пылеугольных по 200 МВт (котел ТП-100 производительностью 640 т/ч; турбина К-200-130 мощностью 200 МВт; турбогенератор ТГВ-200);
 2 пылеугольных по 200 МВт (котел ТП – 100А производительностью 640 т/ч; турбина К- 200-130 МВт; турбогенератор ТГВ-200);
 2 газомазутных по 210 МВт (котел ТГМ- 104 производительностью 670 т/ч; турбина К-210-130-3 мощностью 210 МВт; турбогенератор ТГВ-200);
 2 блока ПГУ по 250 МВт (котел ТМЕ- 213 производительностью 670 т/ч, турбина К-210-130-3 мощностью 210 МВт и турбогенератор ТГВ-200; газовая турбина ГТ-35-770-3 мощностью 35 МВт и турбогенератор ТВФ-63-2).

В нумизматике
15 июля 2014 года Приднестровским республиканским банком была выпущена памятная серебряная монета достоинством 10 рублей из серии промышленность Приднестровья — «50 лет Молдавской ГРЭС», тираж составил 180 экземпляров.

Награды
 Орден Трудового Красного Знамени (1971) — за высокие показатели в труде и за перевыполнение заданий пятилетки
 Орден Почёта (ПМР) (2014) — за большой вклад в развитие энергетической промышленности Приднестровской Молдавской Республики, обеспечение бесперебойной подачи электрической энергии и в связи с 50-летием со дня пуска первого энергоблока закрытого акционерного общества «Молдавская ГРЭС»

Производство электричества

См. также
 Электроэнергетика Приднестровской Молдавской Республики
 Тяжёлая промышленность Приднестровской Молдавской Республики
 Экономика Приднестровской Молдавской Республики

Примечания

Ссылки
 ЗАО «Молдавская ГРЭС»
 Румыния отказалась от импорта электроэнергии с Молдавской ГРЭС (РБК-Украина)

Днестровск
ОСТК
Экономика Приднестровской Молдавской Республики
Сверхвысокие дымовые трубы
Интер РАО
Тепловые электростанции Молдавии
Энергетика по непризнанным и частично признанным государствам

redpajama_set_name: RedPajamaWikipedia


text:
Justia Regulation Tracker Agencies And Commissions Federal Reserve System Regulations Q, Y, and LL: Small Bank Holding Company Policy Statement; Capital Adequacy of Board-Regulated Institutions; Bank Holding Companies; Savings and Loan Holding Companies, 20153-20158 [2015-08513]
Regulations Q, Y, and LL: Small Bank Holding Company Policy Statement; Capital Adequacy of Board-Regulated Institutions; Bank Holding Companies; Savings and Loan Holding Companies, 20153-20158 [2015-08513]
Download as PDF Federal Register / Vol. 80, No. 72 / Wednesday, April 15, 2015 / Rules and Regulations approved spent fuel storage casks.'' The revision consists of Amendment No. 5, which adds a new damaged fuel assembly; revises the maximum or minimum enrichments for three fuel assembly designs; adds four-zone new preferential loading for pressurizedwater reactor fuel assemblies; increases the maximum dose rates in LCO 3.3.1; and makes other editorial changes to Appendices A and B to the TSs. The revised TSs are identified in the SER. Amendment No. 5 to CoC No. 1031 for the NAC International, Inc., MAGNASTOR® System was not submitted in response to new NRC requirements, or an NRC request for amendment. Amendment No. 5 applies only to new casks fabricated and used under Amendment No. 5. These changes do not affect existing users of the MAGNASTOR® System, and the current amendments continue to be effective for existing users. While any current CoC users may comply with the new requirements in Amendment No. 5, this would be a voluntary decision on the part of current users. For these reasons, Amendment No. 5 to CoC No. 1031 does not constitute backfitting under 10 CFR 72.62, 10 CFR 50.109(a)(1), or otherwise represent an inconsistency with the issue finality provisions applicable to combined licenses in 10 CFR part 52. Accordingly, no backfit analysis or additional documentation addressing issue finality criteria in 10 CFR part 52 has been prepared by the staff. XIII. Congressional Review Act This action is not a major rule as defined in the Congressional Review Act (5 U.S.C. 801–808). XIV. Availability of Documents The documents identified in the following table are available to interested persons through one or more of the following methods, as indicated. mstockstill on DSK4VPTVN1PROD with RULES Document Proposed CoC No. 1031, Amendment No. 5 ............. Proposed TS, Appendix A .... Proposed TS, Appendix B .... Preliminary SER ................... Request to Amend Reference 1 Dated December 19, 2013 ............................ Request to Amend Reference 3 Dated March 19, 2014 .................................. Request for Additional Information (RAI) Dated May 15, 2014 ............................ VerDate Sep<11>2014 16:28 Apr 14, 2015 ADAMS accession No./ web link/ Federal Register citation ML14216A197 ML14216A257 ML14216A270 ML14216A310 ML13361A144 ML14079A525 ML14140A239 Jkt 235001 ADAMS accession No./ web link/ Federal Register citation Document Supplemental Information for Proposed Action Dated June 13, 2014 ................... ML14170A032 The NRC may post materials related to this document, including public comments, on the Federal rulemaking Web site at http://www.regulations.gov under Docket ID NRC–2014–0261. The Federal rulemaking Web site allows you to receive alerts when changes or additions occur in a docket folder. To subscribe: (1) Navigate to the docket folder (NRC–2014–0261); (2) click the ''Sign up for Email Alerts'' link; and (3) enter your email address and select how frequently you would like to receive emails (daily, weekly, or monthly). List of Subjects in 10 CFR Part 72 Administrative practice and procedure, Criminal penalties, Manpower training programs, Nuclear materials, Occupational safety and health, Penalties, Radiation protection, Reporting and recordkeeping requirements, Security measures, Spent fuel, Whistleblowing. For the reasons set out in the preamble and under the authority of the Atomic Energy Act of 1954, as amended; the Energy Reorganization Act of 1974, as amended; the Nuclear Waste Policy Act of 1982, as amended; and 5 U.S.C. 552 and 553; the NRC is adopting the following amendments to 10 CFR part 72. 20153 Section 72.44(g) also issued under Nuclear Waste Policy Act secs. 142(b) and 148(c), (d) (42 U.S.C. 10162(b), 10168(c), (d)). Section 72.46 also issued under Atomic Energy Act sec. 189 (42 U.S.C. 2239); Nuclear Waste Policy Act sec. 134 (42 U.S.C. 10154). Section 72.96(d) also issued under Nuclear Waste Policy Act sec. 145(g) (42 U.S.C. 10165(g)). Subpart J also issued under Nuclear Waste Policy Act secs. 117(a), 141(h) (42 U.S.C. 10137(a), 10161(h)). Subpart K also issued under Nuclear Waste Policy Act sec. 218(a) (42 U.S.C. 10198). 2. In § 72.214, Certificate of Compliance No. 1031 is revised to read as follows: ■ § 72.214 List of approved spent fuel storage casks. * * * * * Certificate Number: 1031. Initial Certificate Effective Date: February 4, 2009. Amendment Number 1 Effective Date: August 30, 2010. Amendment Number 2 Effective Date: January 30, 2012. Amendment Number 3 Effective Date: July 25, 2013. Amendment Number 4 Effective Date: April 14, 2015. Amendment Number 5 Effective Date: June 29, 2015. SAR Submitted by: NAC International, Inc. SAR Title: Final Safety Analysis Report for the MAGNASTOR® System. Docket Number: 72–1031. Certificate Expiration Date: February 4, 2029. Model Number: MAGNASTOR®. * * * * * Dated at Rockville, Maryland, this 29th day of January, 2015. For the Nuclear Regulatory Commission. PART 72—LICENSING REQUIREMENTS FOR THE INDEPENDENT STORAGE OF SPENT NUCLEAR FUEL, HIGH-LEVEL RADIOACTIVE WASTE, AND REACTOR-RELATED GREATER THAN CLASS C WASTE Mark A. Satorius, Executive Director for Operations. 1. The authority citation for part 72 continues to read as follows: 12 CFR Parts 217, 225, and 238 ■ Authority: Atomic Energy Act secs. 51, 53, 57, 62, 63, 65, 69, 81, 161, 182, 183, 184, 186, 187, 189, 223, 234, 274 (42 U.S.C. 2071, 2073, 2077, 2092, 2093, 2095, 2099, 2111, 2201, 2232, 2233, 2234, 2236, 2237, 2239, 2273, 2282, 2021); Energy Reorganization Act secs. 201, 202, 206, 211 (42 U.S.C. 5841, 5842, 5846, 5851); National Environmental Policy Act sec. 102 (42 U.S.C. 4332); Nuclear Waste Policy Act secs. 131, 132, 133, 135, 137, 141, 148 (42 U.S.C. 10151, 10152, 10153, 10155, 10157, 10161, 10168); Government Paperwork Elimination Act sec. 1704 (44 U.S.C. 3504 note); Energy Policy Act of 2005, Pub. L. 109–58, 119 Stat. 549 (2005). PO 00000 Frm 00005 Fmt 4700 Sfmt 4700 [FR Doc. 2015–08679 Filed 4–14–15; 8:45 am] BILLING CODE 7590–01–P FEDERAL RESERVE SYSTEM [Docket No. R–1509] RIN 1700–AE 30 Regulations Q, Y, and LL: Small Bank Holding Company Policy Statement; Capital Adequacy of Board-Regulated Institutions; Bank Holding Companies; Savings and Loan Holding Companies Board of Governors of the Federal Reserve System (Board). ACTION: Final rule. AGENCY: The Board is adopting final amendments (Final Rule) to the Small SUMMARY: E:\FR\FM\15APR1.SGM 15APR1 20154 Federal Register / Vol. 80, No. 72 / Wednesday, April 15, 2015 / Rules and Regulations Bank Holding Company Policy Statement (Regulation Y, Appendix C) (Policy Statement) that: raise from $500 million to $1 billion the asset threshold to qualify for the Policy Statement; and expand the scope of companies eligible under the Policy Statement to include savings and loan holding companies. The Board is also adopting final conforming revisions to Regulation Y and Regulation LL, the Board's regulations governing the operations and activities of bank holding companies and savings and loan holding companies, respectively, and Regulation Q, the Board's regulatory capital rules. DATES: The final rule is effective May 15, 2015. FOR FURTHER INFORMATION CONTACT: Constance M. Horsley, Assistant Director, (202) 452–5239, Cynthia Ayouch, Manager, (202) 452–2204, Thomas Boemio, Manager, (202) 452– 2982, Douglas Carpenter, Senior Supervisory Financial Analyst, (202) 452–2205, Page Conkling, Supervisory Financial Analyst, (202) 912–4647, or Noah Cuttler, Senior Financial Analyst, (202) 912–4678, Division of Banking Supervision and Regulation; Laurie Schaffer, Associate General Counsel, (202) 452–2272, or Tate Wilson, Counsel, (202) 452–3696, Legal Division; Board of Governors of the Federal Reserve System, 20th and C Streets NW., Washington, DC 20551. SUPPLEMENTARY INFORMATION: Table of Contents mstockstill on DSK4VPTVN1PROD with RULES I. Background II. Overview of Comments III. Summary of the Final Rule IV. Administrative Law Matters A. Regulatory Flexibility Act B. Paperwork Reduction Act C. Plain Language I. Background On February 3, 2015, the Board invited comment on a proposed rule (Proposed Rule) 1 to implement Public Law 113–250 (the Act).2 The Proposed Rule proposed increasing the amount of assets qualifying holding companies may have, expanding the application of the Policy Statement to qualifying savings and loan holding companies, revising the applicability of the Board's regulatory capital rules 3 to exclude savings and loan holding companies subject to the Policy Statement, and revising certain reporting requirements. Specifically, the Proposed Rule would 1 80 FR 5694 (February 3, 2015) (Proposed Rule). L. 113–250 (December 18, 2014) (Pub. L. 113–250). The Act was enacted on December 18, 2014, and became immediately effective. 3 12 CFR part 217 (Regulation Q). 2 Pub. VerDate Sep<11>2014 16:28 Apr 14, 2015 Jkt 235001 allow bank holding companies and savings and loan holding companies with less than $1 billion in total consolidated assets to qualify under the Policy Statement, provided the holding companies also comply with three qualitative requirements (Qualitative Requirements). Previously, only bank holding companies with less than $500 million in total consolidated assets that complied with the Qualitative Requirements could qualify under the Policy Statement. With the exception of the proposed changes to the reporting requirements, the Board is adopting as final the Proposed Rule without changes.4 The Board issued the Policy Statement in 1980 to facilitate the transfer of ownership of small community-based banks in a manner consistent with bank safety and soundness. The Board has generally discouraged the use of debt by bank holding companies to finance the acquisition of banks or other companies because high levels of debt can impair the ability of the holding company to serve as a source of strength to its subsidiary banks. The Board has recognized, however, that small bank holding companies have less access to equity financing than larger bank holding companies and that the transfer of ownership of small banks often requires the use of acquisition debt. Accordingly, the Board adopted the Policy Statement to permit the formation and expansion of small bank holding companies with debt levels that are higher than typically permitted for larger bank holding companies. The Policy Statement contains several conditions and restrictions designed to ensure that small bank holding companies that operate with the higher levels of debt permitted by the Policy Statement do not present an undue risk to the safety and soundness of their subsidiary banks. Previously, the Policy Statement applied only to bank holding companies with pro forma consolidated assets of less than $500 million that met the following Qualitative Requirements: (i) Were not engaged in significant nonbanking activities either directly or through a nonbank subsidiary; (ii) did not conduct significant off-balance sheet activities (including securitization and asset management or administration) either directly or through a nonbank 4 The comment period for the proposed changes to the reporting requirements in the Proposed Rule runs through April 6, 2015. Once the comment period for the proposed reporting requirements closes, the Board will consider any and all reporting and Paperwork Reduction Act-related comments before finalizing any reporting changes. PO 00000 Frm 00006 Fmt 4700 Sfmt 4700 subsidiary; 5 and (iii) did not have a material amount of debt or equity securities outstanding (other than trust preferred securities) that are registered with the Securities and Exchange Commission. The Board last raised the asset threshold in 2006 when it increased it from $150 million to $500 million.6 Under the Policy Statement, holding companies that meet the Qualitative Requirements may use debt to finance up to 75 percent of the purchase price of an acquisition (that is, they may have a debt-to-equity ratio of up to 3.0:1), but are subject to a number of ongoing requirements. The principal ongoing requirements are that a qualifying holding company: (i) Reduce its parent company debt in such a manner that all debt is retired within 25 years of being incurred; (ii) reduce its debt-to equity ratio to .30:1 or less within 12 years of the debt being incurred; (iii) ensure that each of its subsidiary insured depository institutions is well capitalized; and (iv) refrain from paying dividends until such time as it reduces its debt-to-equity ratio to 1.0:1 or less. The Policy Statement also specifically provides that a qualifying bank holding company may not use the expedited procedures for obtaining approval of acquisition proposals or obtaining a waiver of the stock redemption filing requirements applicable to bank holding companies under the Board's Regulation Y (12 CFR 225.4(b), 225.14, and 225.23) unless the bank holding company has a pro forma debt-to-equity ratio of 1.0:1 or less. II. Overview of Comments The Board received 11 comments on the Proposed Rule. Comments were submitted by financial trade associations, individuals associated with financial institutions, and a law firm that represents bank holding companies and savings and loan holding companies. While each commenter expressed general support for the Proposed Rule, some commenters recommended revisions to the Proposed Rule. For instance, one commenter expressed support for raising the asset threshold higher than $1 billion. Another commenter expressed support for the nonbanking and off-balance sheet activity requirements but suggested that the Board consider rescinding or revising 5 The examples provided in the Policy Statement—securitization and asset management or administration—are not exhaustive and serve to highlight off-balance sheet activities that may involve substantial risk. Other activities may present similar concerns. See also 71 FR 9897, 9899, fn. 2 (February 28, 2006) (2006 Final Rule). 6 See 2006 Final Rule. E:\FR\FM\15APR1.SGM 15APR1 Federal Register / Vol. 80, No. 72 / Wednesday, April 15, 2015 / Rules and Regulations the requirement relating to outstanding debt or equity securities registered with the SEC. The Board's responses to these comments are discussed below. III. Summary of the Final Rule mstockstill on DSK4VPTVN1PROD with RULES Increase in Amount of Qualifying Assets Under the Final Rule, a holding company with less than $1 billion in total consolidated assets may qualify under the Policy Statement, provided it also complies with the Qualitative Requirements. This new asset limit is set by statute.7 As noted above, commenters generally supported the Board's proposal to increase the scope of the Policy Statement by allowing firms with less than $1 billion in total assets to qualify. One commenter suggested that the threshold be increased to $5 billion. The Act directs the Board to increase the threshold to $1 billion, and section 171 of the DoddFrank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) 8 effectively prevents the threshold from being raised any higher. Policy Statement's Application to Savings and Loan Holding Companies The Act also directs the Board to propose revisions to the Policy Statement that would extend its application to certain savings and loan holding companies. Consistent with the Proposed Rule, the Final Rule applies the revised Policy Statement to savings and loan holding companies by amending Appendix C to 12 CFR part 225 and adding new section 238.9 to Subpart A of Regulation LL. As explained in the Proposed Rule, this change requires other modifications to the Policy Statement to take into account the status of savings associations under the Bank Holding Company Act of 1956, as amended (BHC Act). The first Qualitative Requirement uses the terms ''nonbanking activities'' and ''nonbank subsidiary'' to refer to the activities of a bank holding company. Under the BHC Act, however, control of a savings association by a bank holding company is considered a nonbanking activity.9 Because savings and loan holding companies control savings associations, all activities of savings and loan holding companies, including the control of savings associations would be considered nonbanking activities under the Policy Statement. This outcome would be inconsistent with Congressional intent to apply the Policy Statement to savings and loan 7 Public Law 113–250. U.S.C. 5371, as amended. 9 See 12 U.S.C. 1841(c)(2)(B), 1841(j), and 1843(i)(1). 8 12 VerDate Sep<11>2014 16:28 Apr 14, 2015 Jkt 235001 holding companies.10 The Board therefore will treat subsidiary savings associations of savings and loan holding companies as if they were banks for purposes of applying the Policy Statement. As is the case with bank holding companies, whether a savings and loan holding company engages in ''significant'' nonbanking activities will depend on the scope of the activities of the savings and loan holding company, the nature and level of risk of the activities, the condition of the savings and loan holding company, and other criteria as appropriate.11 Consistent with the Policy Statement's provisions for bank holding companies, the Board retains the right to exclude any savings and loan holding company, regardless of size, from the Policy Statement if the Board determines that such action is warranted for supervisory purposes. Policy Statement's Qualitative Requirements The Final Rule retains the Qualitative Requirements without change. One commenter noted that the Qualitative Requirements concerning nonbanking and off-balance sheet activities adequately cover bank holding companies and savings and loan holding companies that meet the size threshold but have unusually complex activities at the holding company level. None of the commenters expressed concerns related to the nonbanking or off-balance sheet activities requirements. Consistent with the Board's previously-issued guidance on these two Qualitative Requirements,12 whether a bank holding company or savings and loan holding company engages in significant nonbanking or offbalance sheet activities will continue to depend on a consideration of the scope of the activities, the nature and level of risk of the activities, the condition of the holding company and its subsidiary depository institution, and other criteria as appropriate. As previously stated, determinations of significance are made on a case-by-case basis, and relatively few bank holding companies or savings and loan holding companies are likely to be excluded from the Policy Statement due to the Qualitative 10 See, e.g., Pub. L. 113–250, sec. 2(b). purposes of applying the Policy Statement to savings and loan holding companies, the term ''nonbank subsidiary'' as used in the Policy Statement refers to a subsidiary of a savings and loan holding company other than a savings association or a subsidiary of a savings association. 12 See Proposed Rule, 80 FR 5695; 2006 Final Rule, 71 FR 9899–9900. 11 For PO 00000 Frm 00007 Fmt 4700 Sfmt 4700 20155 Requirements concerning nonbanking and off-balance sheet activities.13 One commenter urged the Board to rescind the Qualitative Requirement that would disqualify a bank holding company or savings and loan holding company with a material amount of outstanding SEC-registered debt or equity securities. In the alternative, the commenter suggested the Board clarify whether bank holding companies and savings and loan holding companies that meet the asset size threshold and would otherwise qualify under the Policy Statement but for having SECregistered debt or equity could qualify under the Policy Statement. The exclusion from the Policy Statement of any bank holding company that has a material amount of SECregistered debt or equity securities reflected the view that SEC registrants typically exhibited a degree of complexity of operations and access to multiple funding sources that warranted exclusion from the Policy Statement.14 Determinations of materiality are made on a case-by-case basis in order to assess the complexity of a firm. In considering whether a savings and loan holding company or bank holding company has a material amount of SEC-registered debt or equity securities outstanding that contributes to its complexity (other than trust preferred securities), the Board may consider, among other factors: The number and type of classes and series of stock issued; the holding company's market capitalization; the number of outstanding shares; the average trading volume; the holding company's history of issuing equity and debt securities, including whether the entity has issued any other securities that are not registered with the SEC (e.g., privately-placed securities); the nature and distribution of ownership; whether the securities are listed on a national exchange; whether the holding company qualifies as a ''smaller reporting company'' pursuant to the SEC's regulations and related interpretations; and the amount, type, and terms of any debt instruments issued by the entity. While the Policy Statement has included the ''materiality'' standard since 2006, as a general matter, application of this standard has not resulted in many bank holding companies being excluded from the Policy Statement. After considering the concerns raised by the commenter, the Board is adopting the Qualitative Requirements unchanged. 13 2006 14 2006 E:\FR\FM\15APR1.SGM Final Rule, 71 FR 9900. Final Rule, 71 FR 9899. 15APR1 20156 Federal Register / Vol. 80, No. 72 / Wednesday, April 15, 2015 / Rules and Regulations mstockstill on DSK4VPTVN1PROD with RULES Regulation Q Change When the Board proposed the Proposed Rule, the Board separately revised Regulation Q, 12 CFR part 217, through issuance of an interim final rule (Interim Final Rule), to exclude a qualifying savings and loan holding company from consolidated regulatory capital requirements.15 The Interim Final Rule gave effect to the Act, which immediately excepted savings and loan holding companies that complied with the Policy Statement then in effect from the provisions of section 171 of the Dodd-Frank Act.16 At that time, the Policy Statement applied to firms with less than $500 million in total consolidated assets so the Interim Final Rule contained the same limit. In the Proposed Rule, the Board proposed further revisions to Regulation Q that would expand the scope of the exclusion for savings and loan holding companies to firms with less than $1 billion in total consolidated assets that also meet the Qualitative Requirements. The proposed revisions to Regulation Q in the Proposed Rule would supersede the changes to Regulation Q from the Interim Final Rule. The Board did not receive any comments concerning the proposed change to Regulation Q. The Board is adopting as final the proposed revisions to Regulation Q that conform it to reflect the revised Policy Statement. Conforming Amendments A number of filing and other provisions in Regulations Y and LL are triggered by the asset size established in the Policy Statement. The Board is adopting as final the proposed changes that enable qualifying small bank holding companies and savings and loan holding companies to take advantage of the streamlined informational, notice, and other regulatory requirements. These technical and conforming amendments provide relief to most bank holding companies and savings and loan holding companies with less than $1 billion of total consolidated assets. The Final Rule includes the following technical and conforming amendments: • In section 217.1(c)(1)(iii), Regulation Q (12 CFR part 217) excludes savings and loan holding companies that are subject to the Policy Statement through operation of section 238.9 of the Board's Regulation LL (12 CFR part 238). • In section 225.2(r), footnote 2, the footnote describing the application of the definition of ''well-capitalized'' in the Board's Regulation Y (12 CFR part 15 80 FR 5666 (February 3, 2015). 16 See Pub. L. 113–250. VerDate Sep<11>2014 16:28 Apr 14, 2015 Jkt 235001 225) applies to entities with less than $1 billion of total assets. • In section 225.4(b)(2)(iii), different pro forma financial information is required of smaller bank holding companies with less than $1 billion in total assets than for larger bank holding companies under section 225.4(b)(1) of the Board's Regulation Y. • In section 225.14(a)(1)(v), different pro forma financial information is required of smaller bank holding companies with less than $1 billion in total assets than for larger bank holding companies under section 225.14 of the Board's Regulation Y. • In section 225.17(a)(6), footnote 6, a bank holding company with less than $1 billion in assets can satisfy the debt requirement if it complies with the Policy Statement. • In section 225.23(a)(1)(iii), different pro forma financial information is required of smaller bank holding companies with less than $1 billion in total assets than for larger bank holding companies under section 225.23 of the Board's Regulation Y. IV. Administrative Law Matters A. Regulatory Flexibility Act Analysis The Board is providing a final regulatory flexibility analysis with respect to the Final Rule. As discussed above, the Final Rule reduces regulatory burden on small entities by excluding many bank holding companies and savings and loan holding companies with total consolidated assets of less than $1 billion that meet the Qualitative Requirements from the application of Regulation Q. The Regulatory Flexibility Act, 5 U.S.C. 601 et seq., generally requires that an agency provide a final regulatory flexibility analysis in connection with a final rule. Under regulations issued by the Small Business Administration, a small bank holding company, bank, or savings and loan holding company is defined as having assets of $550 million or less (collectively, small banking organizations).17 As of December 31, 2014, there were approximately 3,862 small bank holding companies and 275 small savings and loan holding companies. The Board received no comments from the public or from the Chief Counsel for Advocacy of the Small Business Administration in response to the initial regulatory flexibility analysis provided with the notice of proposed 17 See 13 CFR 121.201. Effective July 14, 2014, the Small Business Administration revised the size standards for banking organizations to $550 million in assets from $500 million in assets. 79 FR 33647 (June 12, 2014). PO 00000 Frm 00008 Fmt 4700 Sfmt 4700 rulemaking. Thus, no issues were raised in public comments related to the Board's initial regulatory flexibility act analysis and no changes are being made in response to such comments. The Final Rule impacts small bank holding companies and small savings and loan holding companies with total consolidated assets of $500 to $550 million that meet the Qualitative Requirements by providing an exclusion for these companies from Regulation Q. The Board believes that most affected small banking organizations already hold more capital than is required under Regulation Q, so the burden reduction from the exclusion from Regulation Q is primarily related to compliance and systems necessary to comply with Regulation Q. In addition, affected small bank holding companies will now be able to take advantage of the applications processing procedures provided to qualifying companies under the Policy Statement. There are no significant alternatives to the Final Rule that have less economic impact on small banking organizations, and the Final Rule significantly reduces burden on nearly all small banking organizations. B. Paperwork Reduction Act At this time, the Board is not adopting as final the changes to reporting requirements in the Proposed Rule. The comment period for the proposed changes to the reporting requirements in the Proposed Rule runs through April 6, 2015. Once the comment period for the proposed reporting requirements closes, the Board will consider any and all reporting and Paperwork Reduction Actrelated comments before finalizing any reporting changes. C. Plain Language Section 722 of the Gramm-LeachBliley Act (Pub. L. 106–102, 113 Stat. 1338, 1471, 12 U.S.C. 4809) requires the Federal banking agencies to use ''plain language'' in all proposed and final rules published after January 1, 2000. In light of this requirement, the Board has sought to present the Final Rule in a simple and straightforward manner. The Board sought to present the Proposed Rule in a simple and straightforward manner and solicited comment on how to make the Proposed Rule easier to understand. No comments were received on the use of plain language. List of Subjects 12 CFR Part 217 Administrative practice and procedure, Banks, banking, Capital, Federal Reserve System, Holding E:\FR\FM\15APR1.SGM 15APR1 Federal Register / Vol. 80, No. 72 / Wednesday, April 15, 2015 / Rules and Regulations companies, Reporting and recordkeeping requirements, Securities. 12 CFR Part 225 Administrative practice and procedure, Banks, banking, Federal Reserve System, Holding companies, Reporting and recordkeeping requirements. 4. In § 225.2, paragraph (r), revise footnote 2 to read as follows: ■ § 225.2 * 12 CFR Part 238 Administrative practice and procedure, Banks, banking, Federal Reserve System, Holding companies, Reporting and recordkeeping requirements. Federal Reserve System 12 CFR CHAPTER II Authority and Issuance For the reasons set forth in the preamble, chapter II of title 12 of the Code of Federal Regulations is amended as set forth below: PART 217—CAPITAL ADEQUACY OF BANK HOLDING COMPANIES, SAVINGS AND LOAN HOLDING COMPANIES, AND STATE MEMBER BANKS (REGULATION Q) 1. The authority citation for part 217 continues to read as follows: ■ Authority: 12 U.S.C. 248(a), 321–338a, 481–486, 1462a, 1467a, 1818, 1828, 1831n, 1831o, 1831p–l, 1831w, 1835, 1844(b), 1851, 3904, 3906–3909, 4808, 5365, 5368, 5371. 2. In § 217.1, revise paragraph (c)(1)(iii) to read as follows: ■ § 217.1 Purpose, applicability, reservations of authority, and timing. mstockstill on DSK4VPTVN1PROD with RULES * * * * * (c) * * * (1) * * * (iii) A covered savings and loan holding company domiciled in the United States, other than a savings and loan holding company that has total consolidated assets of less than $1 billion and meets the requirements of 12 CFR part 225, appendix C, as if the savings and loan holding company were a bank holding company and the savings association were a bank. For purposes of compliance with the capital adequacy requirements and calculations in this part, savings and loan holding companies that do not file the FR Y–9C should follow the instructions to the FR Y–9C. * * * * * PART 225—BANK HOLDING COMPANIES AND CHANGE IN BANK CONTROL (REGULATION Y) 3. The authority citation for part 225 continues to read as follows: ■ VerDate Sep<11>2014 16:28 Apr 14, 2015 Jkt 235001 Authority: 12 U.S.C. 1817(j)(13), 1818, 1828(o), 1831i, 1831p–1, 1843(c)(8), 1844(b), 1972(1), 3106, 3108, 3310, 3331–3351, 3906, 3907, and 3909; 15 U.S.C. 1681s, 1681w, 6801 and 6805. Definitions. * * (r) * * * * * Footnote 2: For purposes of this subpart and subparts B and C of this part, a bank holding company with consolidated assets of less than $1 billion that is subject to the Small Bank Holding Company Policy Statement in appendix C of this part will be deemed to be ''well-capitalized'' if the bank holding company meets the requirements for expedited/waived processing in appendix C. 5. In § 225.4, revise paragraph (b)(2)(iii) to read as follows: ■ § 225.4 Corporate practices. * * * * * (b) * * * (2) * * * (iii)(A) If the bank holding company has consolidated assets of $1 billion or more, consolidated pro forma risk-based capital and leverage ratio calculations for the bank holding company as of the most recent quarter, and, if the redemption is to be debt funded, a parent-only pro forma balance sheet as of the most recent quarter; or (B) If the bank holding company has consolidated assets of less than $1 billion, a pro forma parent-only balance sheet as of the most recent quarter, and, if the redemption is to be debt funded, one-year income statement and cash flow projections. * * * * * ■ 6. In § 225.14, revise paragraph (a)(1)(v) to read as follows: § 225.14 Expedited action for certain bank acquisitions by well-run bank holding companies. * * * * * (a) * * * (1) * * * (v)(A) If the bank holding company has consolidated assets of $1 billion or more, an abbreviated consolidated pro forma balance sheet as of the most recent quarter showing credit and debit adjustments that reflect the proposed transaction, consolidated pro forma risk-based capital ratios for the acquiring bank holding company as of the most recent quarter, and a description of the purchase price and the terms and sources of funding for the transaction; (B) If the bank holding company has consolidated assets of less than $1 billion, a pro forma parent-only balance PO 00000 Frm 00009 Fmt 4700 Sfmt 4700 20157 sheet as of the most recent quarter showing credit and debit adjustments that reflect the proposed transaction, and a description of the purchase price, the terms and sources of funding for the transaction, and the sources and schedule for retiring any debt incurred in the transaction; * * * * * ■ 7. In § 225.17, in paragraph (a)(6), revise footnote 6 to read as follows: § 225.17 Notice procedure for one-bank holding company formations. * * * (a) * * * (6) * * * * * Footnote 6—For a banking organization with consolidated assets, on a pro forma basis, of less than $1 billion (other than a banking organization that will control a de novo bank), this requirement is satisfied if the proposal complies with the Board's Small Bank Holding Company Policy Statement (appendix C of this part). 8. In § 225.23, revise paragraph (a)(1)(iii) to read as follows: ■ § 225.23 Expedited action for certain nonbanking proposals by well-run bank holding companies. * * * * * (a) * * * (1) * * * (iii) If the proposal involves an acquisition of a going concern: (A) If the bank holding company has consolidated assets of $1 billion or more, an abbreviated consolidated pro forma balance sheet for the acquiring bank holding company as of the most recent quarter showing credit and debit adjustments that reflect the proposed transaction, consolidated pro forma risk-based capital ratios for the acquiring bank holding company as of the most recent quarter, a description of the purchase price and the terms and sources of funding for the transaction, and the total revenue and net income of the company to be acquired; (B) If the bank holding company has consolidated assets of less than $1 billion, a pro forma parent-only balance sheet as of the most recent quarter showing credit and debit adjustments that reflect the proposed transaction, a description of the purchase price and the terms and sources of funding for the transaction and the sources and schedule for retiring any debt incurred in the transaction, and the total assets, off-balance sheet items, revenue and net income of the company to be acquired; (C) For each insured depository institution whose Tier 1 capital, total capital, total assets or risk-weighted assets change as a result of the transaction, the total risk-weighted E:\FR\FM\15APR1.SGM 15APR1 20158 Federal Register / Vol. 80, No. 72 / Wednesday, April 15, 2015 / Rules and Regulations assets, total assets, Tier 1 capital and total capital of the institution on a pro forma basis; * * * * * ■ 9. In appendix C to part 225, revise the heading and, under section 1, revise the first undesignated paragraph to read as follows: Appendix C to Part 225—Small Bank Holding Company and Savings and Loan Holding Company Policy Statement * * * * * 1. Applicability of Policy Statement This policy statement applies only to bank holding companies with pro forma consolidated assets of less than $1 billion that (i) are not engaged in significant nonbanking activities either directly or through a nonbank subsidiary; (ii) do not conduct significant off-balance sheet activities (including securitization and asset management or administration) either directly or through a nonbank subsidiary; and (iii) do not have a material amount of debt or equity securities outstanding (other than trust preferred securities) that are registered with the Securities and Exchange Commission. The Board may in its discretion exclude any bank holding company, regardless of asset size, from the policy statement if such action is warranted for supervisory purposes.1 With the exception of section 4 (Additional Application Requirements for Expedited/Waived Processing), the policy statement applies to savings and loan holding companies as if they were bank holding companies. * * * * * PART 238—SAVINGS AND LOAN HOLDING COMPANIES (REGULATION LL) 10. The authority citation for part 238 continues to read as follows: ■ Authority: 5 U.S.C. 552, 559; 12 U.S.C. 1462, 1462a, 1463, 1464, 1467, 1467a, 1468, 1813, 1817, 1829e, 1831i, 1972; 15 U.S.C. 78l. 11. Add § 238.9 to subpart A to read as follows: ■ mstockstill on DSK4VPTVN1PROD with RULES § 238.9 Small Bank Holding Company Policy Statement. (a) The Board's Small Bank Holding Company Policy Statement (12 CFR part 225, appendix C) (Policy Statement) applies to savings and loan holding companies as if they were bank holding companies. To qualify or rely on the Policy Statement, savings and loan holding companies must meet all qualifying requirements in the Policy Statement as if they were a bank holding company. For purposes of applying the Policy Statement, the term ''nonbank subsidiary'' as used in the Policy 1 Footnote 1: [Reserved] VerDate Sep<11>2014 16:28 Apr 14, 2015 Jkt 235001 Statement refers to a subsidiary of a savings and loan holding company other than a savings association or a subsidiary of a savings association. (b) The Board may exclude any savings and loan holding company, regardless of asset size, from the Policy Statement under paragraph (a) of this section if the Board determines that such action is warranted for supervisory purposes. By order of the Board of Governors of the Federal Reserve System, April 9, 2015. Margaret McCloskey Shanks, Deputy Secretary of the Board. [FR Doc. 2015–08513 Filed 4–14–15; 8:45 am] BILLING CODE 6210–01–P PENSION BENEFIT GUARANTY CORPORATION 29 CFR Part 4022 Benefits Payable in Terminated SingleEmployer Plans; Interest Assumptions for Paying Benefits Pension Benefit Guaranty Corporation. ACTION: Final rule. AGENCY: This final rule amends the Pension Benefit Guaranty Corporation's regulation on Benefits Payable in Terminated Single-Employer Plans to prescribe interest assumptions under the regulation for valuation dates in May 2015. The interest assumptions are used for paying benefits under terminating single-employer plans covered by the pension insurance system administered by PBGC. DATES: Effective May 1, 2015. FOR FURTHER INFORMATION CONTACT: Catherine B. Klion (Klion.Catherine@ pbgc.gov), Assistant General Counsel for Regulatory Affairs, Pension Benefit Guaranty Corporation, 1200 K Street NW., Washington, DC 20005, 202–326– 4024. (TTY/TDD users may call the Federal relay service toll-free at 1–800– 877–8339 and ask to be connected to 202–326–4024.) SUPPLEMENTARY INFORMATION: PBGC's regulation on Benefits Payable in Terminated Single-Employer Plans (29 CFR part 4022) prescribes actuarial assumptions—including interest assumptions—for paying plan benefits under terminating single-employer plans covered by title IV of the Employee Retirement Income Security Act of 1974. The interest assumptions in the regulation are also published on PBGC's Web site (http://www.pbgc.gov). PBGC uses the interest assumptions in Appendix B to Part 4022 to determine SUMMARY: PO 00000 Frm 00010 Fmt 4700 Sfmt 4700 whether a benefit is payable as a lump sum and to determine the amount to pay. Appendix C to Part 4022 contains interest assumptions for private-sector pension practitioners to refer to if they wish to use lump-sum interest rates determined using PBGC's historical methodology. Currently, the rates in Appendices B and C of the benefit payment regulation are the same. The interest assumptions are intended to reflect current conditions in the financial and annuity markets. Assumptions under the benefit payments regulation are updated monthly. This final rule updates the benefit payments interest assumptions for May 2015.1 The May 2015 interest assumptions under the benefit payments regulation will be 0.75 percent for the period during which a benefit is in pay status and 4.00 percent during any years preceding the benefit's placement in pay status. In comparison with the interest assumptions in effect for April 2015, these interest assumptions are unchanged. PBGC has determined that notice and public comment on this amendment are impracticable and contrary to the public interest. This finding is based on the need to determine and issue new interest assumptions promptly so that the assumptions can reflect current market conditions as accurately as possible. Because of the need to provide immediate guidance for the payment of benefits under plans with valuation dates during May 2015, PBGC finds that good cause exists for making the assumptions set forth in this amendment effective less than 30 days after publication. PBGC has determined that this action is not a ''significant regulatory action'' under the criteria set forth in Executive Order 12866. Because no general notice of proposed rulemaking is required for this amendment, the Regulatory Flexibility Act of 1980 does not apply. See 5 U.S.C. 601(2). List of Subjects in 29 CFR Part 4022 Employee benefit plans, Pension insurance, Pensions, Reporting and recordkeeping requirements. In consideration of the foregoing, 29 CFR part 4022 is amended as follows: 1 Appendix B to PBGC's regulation on Allocation of Assets in Single-Employer Plans (29 CFR part 4044) prescribes interest assumptions for valuing benefits under terminating covered single-employer plans for purposes of allocation of assets under ERISA section 4044. Those assumptions are updated quarterly. E:\FR\FM\15APR1.SGM 15APR1
[Federal Register Volume 80, Number 72 (Wednesday, April 15, 2015)]
[Rules and Regulations]
12 CFR Parts 217, 225, and 238
[Docket No. R-1509]
RIN 1700-AE 30
Regulations Q, Y, and LL: Small Bank Holding Company Policy
Statement; Capital Adequacy of Board-Regulated Institutions; Bank
Holding Companies; Savings and Loan Holding Companies
AGENCY: Board of Governors of the Federal Reserve System (Board).
ACTION: Final rule.
SUMMARY: The Board is adopting final amendments (Final Rule) to the
Bank Holding Company Policy Statement (Regulation Y, Appendix C)
(Policy Statement) that: raise from $500 million to $1 billion the
asset threshold to qualify for the Policy Statement; and expand the
scope of companies eligible under the Policy Statement to include
savings and loan holding companies. The Board is also adopting final
conforming revisions to Regulation Y and Regulation LL, the Board's
regulations governing the operations and activities of bank holding
companies and savings and loan holding companies, respectively, and
Regulation Q, the Board's regulatory capital rules.
DATES: The final rule is effective May 15, 2015.
FOR FURTHER INFORMATION CONTACT: Constance M. Horsley, Assistant
Director, (202) 452-5239, Cynthia Ayouch, Manager, (202) 452-2204,
Thomas Boemio, Manager, (202) 452-2982, Douglas Carpenter, Senior
Supervisory Financial Analyst, (202) 452-2205, Page Conkling,
Supervisory Financial Analyst, (202) 912-4647, or Noah Cuttler, Senior
Financial Analyst, (202) 912-4678, Division of Banking Supervision and
Regulation; Laurie Schaffer, Associate General Counsel, (202) 452-2272,
or Tate Wilson, Counsel, (202) 452-3696, Legal Division; Board of
Governors of the Federal Reserve System, 20th and C Streets NW.,
Washington, DC 20551.
II. Overview of Comments
III. Summary of the Final Rule
IV. Administrative Law Matters
A. Regulatory Flexibility Act
B. Paperwork Reduction Act
C. Plain Language
On February 3, 2015, the Board invited comment on a proposed rule
(Proposed Rule) \1\ to implement Public Law 113-250 (the Act).\2\ The
Proposed Rule proposed increasing the amount of assets qualifying
holding companies may have, expanding the application of the Policy
Statement to qualifying savings and loan holding companies, revising
the applicability of the Board's regulatory capital rules \3\ to
exclude savings and loan holding companies subject to the Policy
Statement, and revising certain reporting requirements. Specifically,
the Proposed Rule would allow bank holding companies and savings and
loan holding companies with less than $1 billion in total consolidated
assets to qualify under the Policy Statement, provided the holding
companies also comply with three qualitative requirements (Qualitative
Requirements). Previously, only bank holding companies with less than
$500 million in total consolidated assets that complied with the
Qualitative Requirements could qualify under the Policy Statement. With
the exception of the proposed changes to the reporting requirements,
the Board is adopting as final the Proposed Rule without changes.\4\
\1\ 80 FR 5694 (February 3, 2015) (Proposed Rule).
\2\ Pub. L. 113-250 (December 18, 2014) (Pub. L. 113-250). The
Act was enacted on December 18, 2014, and became immediately
\3\ 12 CFR part 217 (Regulation Q).
\4\ The comment period for the proposed changes to the reporting
requirements in the Proposed Rule runs through April 6, 2015. Once
the comment period for the proposed reporting requirements closes,
the Board will consider any and all reporting and Paperwork
Reduction Act-related comments before finalizing any reporting
The Board issued the Policy Statement in 1980 to facilitate the
transfer of ownership of small community-based banks in a manner
consistent with bank safety and soundness. The Board has generally
discouraged the use of debt by bank holding companies to finance the
acquisition of banks or other companies because high levels of debt can
impair the ability of the holding company to serve as a source of
strength to its subsidiary banks. The Board has recognized, however,
that small bank holding companies have less access to equity financing
than larger bank holding companies and that the transfer of ownership
of small banks often requires the use of acquisition debt. Accordingly,
the Board adopted the Policy Statement to permit the formation and
expansion of small bank holding companies with debt levels that are
higher than typically permitted for larger bank holding companies. The
Policy Statement contains several conditions and restrictions designed
to ensure that small bank holding companies that operate with the
higher levels of debt permitted by the Policy Statement do not present
an undue risk to the safety and soundness of their subsidiary banks.
Previously, the Policy Statement applied only to bank holding
companies with pro forma consolidated assets of less than $500 million
that met the following Qualitative Requirements: (i) Were not engaged
in significant nonbanking activities either directly or through a
nonbank subsidiary; (ii) did not conduct significant off-balance sheet
activities (including securitization and asset management or
administration) either directly or through a nonbank subsidiary; \5\
and (iii) did not have a material amount of debt or equity securities
outstanding (other than trust preferred securities) that are registered
with the Securities and Exchange Commission. The Board last raised the
asset threshold in 2006 when it increased it from $150 million to $500
million.\6\
\5\ The examples provided in the Policy Statement--
securitization and asset management or administration--are not
exhaustive and serve to highlight off-balance sheet activities that
may involve substantial risk. Other activities may present similar
concerns. See also 71 FR 9897, 9899, fn. 2 (February 28, 2006) (2006
Final Rule).
\6\ See 2006 Final Rule.
Under the Policy Statement, holding companies that meet the
Qualitative Requirements may use debt to finance up to 75 percent of
the purchase price of an acquisition (that is, they may have a debt-to-
equity ratio of up to 3.0:1), but are subject to a number of ongoing
requirements. The principal ongoing requirements are that a qualifying
holding company: (i) Reduce its parent company debt in such a manner
that all debt is retired within 25 years of being incurred; (ii) reduce
its debt-to equity ratio to .30:1 or less within 12 years of the debt
being incurred; (iii) ensure that each of its subsidiary insured
depository institutions is well capitalized; and (iv) refrain from
paying dividends until such time as it reduces its debt-to-equity ratio
to 1.0:1 or less. The Policy Statement also specifically provides that
a qualifying bank holding company may not use the expedited procedures
for obtaining approval of acquisition proposals or obtaining a waiver
of the stock redemption filing requirements applicable to bank holding
companies under the Board's Regulation Y (12 CFR 225.4(b), 225.14, and
225.23) unless the bank holding company has a pro forma debt-to-equity
ratio of 1.0:1 or less.
The Board received 11 comments on the Proposed Rule. Comments were
submitted by financial trade associations, individuals associated with
financial institutions, and a law firm that represents bank holding
companies and savings and loan holding companies. While each commenter
expressed general support for the Proposed Rule, some commenters
recommended revisions to the Proposed Rule. For instance, one commenter
expressed support for raising the asset threshold higher than $1
billion. Another commenter expressed support for the nonbanking and
off-balance sheet activity requirements but suggested that the Board
consider rescinding or revising
the requirement relating to outstanding debt or equity securities
registered with the SEC. The Board's responses to these comments are
discussed below.
Increase in Amount of Qualifying Assets
Under the Final Rule, a holding company with less than $1 billion
in total consolidated assets may qualify under the Policy Statement,
provided it also complies with the Qualitative Requirements. This new
asset limit is set by statute.\7\ As noted above, commenters generally
supported the Board's proposal to increase the scope of the Policy
Statement by allowing firms with less than $1 billion in total assets
to qualify. One commenter suggested that the threshold be increased to
$5 billion. The Act directs the Board to increase the threshold to $1
billion, and section 171 of the Dodd-Frank Wall Street Reform and
Consumer Protection Act (Dodd-Frank Act) \8\ effectively prevents the
threshold from being raised any higher.
\7\ Public Law 113-250.
\8\ 12 U.S.C. 5371, as amended.
Policy Statement's Application to Savings and Loan Holding Companies
The Act also directs the Board to propose revisions to the Policy
Statement that would extend its application to certain savings and loan
holding companies. Consistent with the Proposed Rule, the Final Rule
applies the revised Policy Statement to savings and loan holding
companies by amending Appendix C to 12 CFR part 225 and adding new
section 238.9 to Subpart A of Regulation LL.
As explained in the Proposed Rule, this change requires other
modifications to the Policy Statement to take into account the status
of savings associations under the Bank Holding Company Act of 1956, as
amended (BHC Act). The first Qualitative Requirement uses the terms
``nonbanking activities'' and ``nonbank subsidiary'' to refer to the
activities of a bank holding company. Under the BHC Act, however,
control of a savings association by a bank holding company is
considered a nonbanking activity.\9\ Because savings and loan holding
companies control savings associations, all activities of savings and
loan holding companies, including the control of savings associations
would be considered nonbanking activities under the Policy Statement.
\9\ See 12 U.S.C. 1841(c)(2)(B), 1841(j), and 1843(i)(1).
This outcome would be inconsistent with Congressional intent to
apply the Policy Statement to savings and loan holding companies.\10\
The Board therefore will treat subsidiary savings associations of
savings and loan holding companies as if they were banks for purposes
of applying the Policy Statement.
\10\ See, e.g., Pub. L. 113-250, sec. 2(b).
As is the case with bank holding companies, whether a savings and
loan holding company engages in ``significant'' nonbanking activities
will depend on the scope of the activities of the savings and loan
holding company, the nature and level of risk of the activities, the
condition of the savings and loan holding company, and other criteria
as appropriate.\11\
\11\ For purposes of applying the Policy Statement to savings
and loan holding companies, the term ``nonbank subsidiary'' as used
in the Policy Statement refers to a subsidiary of a savings and loan
holding company other than a savings association or a subsidiary of
a savings association.
Consistent with the Policy Statement's provisions for bank holding
companies, the Board retains the right to exclude any savings and loan
holding company, regardless of size, from the Policy Statement if the
Board determines that such action is warranted for supervisory
Policy Statement's Qualitative Requirements
The Final Rule retains the Qualitative Requirements without change.
One commenter noted that the Qualitative Requirements concerning
nonbanking and off-balance sheet activities adequately cover bank
holding companies and savings and loan holding companies that meet the
size threshold but have unusually complex activities at the holding
company level. None of the commenters expressed concerns related to the
nonbanking or off-balance sheet activities requirements. Consistent
with the Board's previously-issued guidance on these two Qualitative
Requirements,\12\ whether a bank holding company or savings and loan
holding company engages in significant nonbanking or off-balance sheet
activities will continue to depend on a consideration of the scope of
the activities, the nature and level of risk of the activities, the
condition of the holding company and its subsidiary depository
institution, and other criteria as appropriate. As previously stated,
determinations of significance are made on a case-by-case basis, and
relatively few bank holding companies or savings and loan holding
companies are likely to be excluded from the Policy Statement due to
the Qualitative Requirements concerning nonbanking and off-balance
sheet activities.\13\
\12\ See Proposed Rule, 80 FR 5695; 2006 Final Rule, 71 FR 9899-
\13\ 2006 Final Rule, 71 FR 9900.
One commenter urged the Board to rescind the Qualitative
Requirement that would disqualify a bank holding company or savings and
loan holding company with a material amount of outstanding SEC-
registered debt or equity securities. In the alternative, the commenter
suggested the Board clarify whether bank holding companies and savings
and loan holding companies that meet the asset size threshold and would
otherwise qualify under the Policy Statement but for having SEC-
registered debt or equity could qualify under the Policy Statement.
The exclusion from the Policy Statement of any bank holding company
that has a material amount of SEC-registered debt or equity securities
reflected the view that SEC registrants typically exhibited a degree of
complexity of operations and access to multiple funding sources that
warranted exclusion from the Policy Statement.\14\ Determinations of
materiality are made on a case-by-case basis in order to assess the
complexity of a firm. In considering whether a savings and loan holding
company or bank holding company has a material amount of SEC-registered
debt or equity securities outstanding that contributes to its
complexity (other than trust preferred securities), the Board may
consider, among other factors: The number and type of classes and
series of stock issued; the holding company's market capitalization;
the number of outstanding shares; the average trading volume; the
holding company's history of issuing equity and debt securities,
including whether the entity has issued any other securities that are
not registered with the SEC (e.g., privately-placed securities); the
nature and distribution of ownership; whether the securities are listed
on a national exchange; whether the holding company qualifies as a
``smaller reporting company'' pursuant to the SEC's regulations and
related interpretations; and the amount, type, and terms of any debt
instruments issued by the entity. While the Policy Statement has
included the ``materiality'' standard since 2006, as a general matter,
application of this standard has not resulted in many bank holding
companies being excluded from the Policy Statement. After considering
the concerns raised by the commenter, the Board is adopting the
Qualitative Requirements unchanged.
Regulation Q Change
When the Board proposed the Proposed Rule, the Board separately
revised Regulation Q, 12 CFR part 217, through issuance of an interim
final rule (Interim Final Rule), to exclude a qualifying savings and
loan holding company from consolidated regulatory capital
requirements.\15\ The Interim Final Rule gave effect to the Act, which
immediately excepted savings and loan holding companies that complied
with the Policy Statement then in effect from the provisions of section
171 of the Dodd-Frank Act.\16\ At that time, the Policy Statement
applied to firms with less than $500 million in total consolidated
assets so the Interim Final Rule contained the same limit. In the
Proposed Rule, the Board proposed further revisions to Regulation Q
that would expand the scope of the exclusion for savings and loan
holding companies to firms with less than $1 billion in total
consolidated assets that also meet the Qualitative Requirements. The
proposed revisions to Regulation Q in the Proposed Rule would supersede
the changes to Regulation Q from the Interim Final Rule. The Board did
not receive any comments concerning the proposed change to Regulation
Q. The Board is adopting as final the proposed revisions to Regulation
Q that conform it to reflect the revised Policy Statement.
\15\ 80 FR 5666 (February 3, 2015).
\16\ See Pub. L. 113-250.
Conforming Amendments
A number of filing and other provisions in Regulations Y and LL are
triggered by the asset size established in the Policy Statement. The
Board is adopting as final the proposed changes that enable qualifying
small bank holding companies and savings and loan holding companies to
take advantage of the streamlined informational, notice, and other
regulatory requirements. These technical and conforming amendments
provide relief to most bank holding companies and savings and loan
holding companies with less than $1 billion of total consolidated
assets. The Final Rule includes the following technical and conforming
amendments:
In section 217.1(c)(1)(iii), Regulation Q (12 CFR part
217) excludes savings and loan holding companies that are subject to
the Policy Statement through operation of section 238.9 of the Board's
Regulation LL (12 CFR part 238).
In section 225.2(r), footnote 2, the footnote describing
the application of the definition of ``well-capitalized'' in the
Board's Regulation Y (12 CFR part 225) applies to entities with less
than $1 billion of total assets.
In section 225.4(b)(2)(iii), different pro forma financial
information is required of smaller bank holding companies with less
than $1 billion in total assets than for larger bank holding companies
under section 225.4(b)(1) of the Board's Regulation Y.
In section 225.14(a)(1)(v), different pro forma financial
under section 225.14 of the Board's Regulation Y.
In section 225.17(a)(6), footnote 6, a bank holding
company with less than $1 billion in assets can satisfy the debt
requirement if it complies with the Policy Statement.
In section 225.23(a)(1)(iii), different pro forma
financial information is required of smaller bank holding companies
with less than $1 billion in total assets than for larger bank holding
companies under section 225.23 of the Board's Regulation Y.
A. Regulatory Flexibility Act Analysis
The Board is providing a final regulatory flexibility analysis with
respect to the Final Rule. As discussed above, the Final Rule reduces
regulatory burden on small entities by excluding many bank holding
companies and savings and loan holding companies with total
consolidated assets of less than $1 billion that meet the Qualitative
Requirements from the application of Regulation Q.
The Regulatory Flexibility Act, 5 U.S.C. 601 et seq., generally
requires that an agency provide a final regulatory flexibility analysis
in connection with a final rule. Under regulations issued by the Small
Business Administration, a small bank holding company, bank, or savings
and loan holding company is defined as having assets of $550 million or
less (collectively, small banking organizations).\17\ As of December
31, 2014, there were approximately 3,862 small bank holding companies
and 275 small savings and loan holding companies.
\17\ See 13 CFR 121.201. Effective July 14, 2014, the Small
Business Administration revised the size standards for banking
organizations to $550 million in assets from $500 million in assets.
79 FR 33647 (June 12, 2014).
The Board received no comments from the public or from the Chief
Counsel for Advocacy of the Small Business Administration in response
to the initial regulatory flexibility analysis provided with the notice
of proposed rulemaking. Thus, no issues were raised in public comments
related to the Board's initial regulatory flexibility act analysis and
no changes are being made in response to such comments.
The Final Rule impacts small bank holding companies and small
savings and loan holding companies with total consolidated assets of
$500 to $550 million that meet the Qualitative Requirements by
providing an exclusion for these companies from Regulation Q. The Board
believes that most affected small banking organizations already hold
more capital than is required under Regulation Q, so the burden
reduction from the exclusion from Regulation Q is primarily related to
compliance and systems necessary to comply with Regulation Q. In
addition, affected small bank holding companies will now be able to
take advantage of the applications processing procedures provided to
qualifying companies under the Policy Statement.
There are no significant alternatives to the Final Rule that have
less economic impact on small banking organizations, and the Final Rule
significantly reduces burden on nearly all small banking organizations.
At this time, the Board is not adopting as final the changes to
reporting requirements in the Proposed Rule. The comment period for the
proposed changes to the reporting requirements in the Proposed Rule
runs through April 6, 2015. Once the comment period for the proposed
reporting requirements closes, the Board will consider any and all
reporting and Paperwork Reduction Act-related comments before
finalizing any reporting changes.
Section 722 of the Gramm-Leach-Bliley Act (Pub. L. 106-102, 113
Stat. 1338, 1471, 12 U.S.C. 4809) requires the Federal banking agencies
to use ``plain language'' in all proposed and final rules published
after January 1, 2000. In light of this requirement, the Board has
sought to present the Final Rule in a simple and straightforward
manner. The Board sought to present the Proposed Rule in a simple and
straightforward manner and solicited comment on how to make the
Proposed Rule easier to understand. No comments were received on the
use of plain language.
12 CFR Part 217
Administrative practice and procedure, Banks, banking, Capital,
Federal Reserve System, Holding
companies, Reporting and recordkeeping requirements, Securities.
Administrative practice and procedure, Banks, banking, Federal
Reserve System, Holding companies, Reporting and recordkeeping
12 CFR CHAPTER II
Authority and Issuance
For the reasons set forth in the preamble, chapter II of title 12
of the Code of Federal Regulations is amended as set forth below:
PART 217--CAPITAL ADEQUACY OF BANK HOLDING COMPANIES, SAVINGS AND
LOAN HOLDING COMPANIES, AND STATE MEMBER BANKS (REGULATION Q)
1. The authority citation for part 217 continues to read as follows:
Authority: 12 U.S.C. 248(a), 321-338a, 481-486, 1462a, 1467a,
1818, 1828, 1831n, 1831o, 1831p-l, 1831w, 1835, 1844(b), 1851, 3904,
3906-3909, 4808, 5365, 5368, 5371.
2. In Sec.  217.1, revise paragraph (c)(1)(iii) to read as follows:
Sec.  217.1  Purpose, applicability, reservations of authority, and
(c) * * *
(1) * * *
(iii) A covered savings and loan holding company domiciled in the
United States, other than a savings and loan holding company that has
total consolidated assets of less than $1 billion and meets the
requirements of 12 CFR part 225, appendix C, as if the savings and loan
holding company were a bank holding company and the savings association
were a bank. For purposes of compliance with the capital adequacy
requirements and calculations in this part, savings and loan holding
companies that do not file the FR Y-9C should follow the instructions
to the FR Y-9C.
PART 225--BANK HOLDING COMPANIES AND CHANGE IN BANK CONTROL
(REGULATION Y)
Authority: 12 U.S.C. 1817(j)(13), 1818, 1828(o), 1831i, 1831p-1,
1843(c)(8), 1844(b), 1972(1), 3106, 3108, 3310, 3331-3351, 3906,
3907, and 3909; 15 U.S.C. 1681s, 1681w, 6801 and 6805.
4. In Sec.  225.2, paragraph (r), revise footnote 2 to read as follows:
Sec.  225.2  Definitions.
(r) * * *
Footnote 2: For purposes of this subpart and subparts B and C of
this part, a bank holding company with consolidated assets of less
than $1 billion that is subject to the Small Bank Holding Company
Policy Statement in appendix C of this part will be deemed to be
``well-capitalized'' if the bank holding company meets the
requirements for expedited/waived processing in appendix C.
5. In Sec.  225.4, revise paragraph (b)(2)(iii) to read as follows:
Sec.  225.4  Corporate practices.
(b) * * *
(iii)(A) If the bank holding company has consolidated assets of $1
billion or more, consolidated pro forma risk-based capital and leverage
ratio calculations for the bank holding company as of the most recent
quarter, and, if the redemption is to be debt funded, a parent-only pro
forma balance sheet as of the most recent quarter; or
(B) If the bank holding company has consolidated assets of less
than $1 billion, a pro forma parent-only balance sheet as of the most
recent quarter, and, if the redemption is to be debt funded, one-year
income statement and cash flow projections.
6. In Sec.  225.14, revise paragraph (a)(1)(v) to read as follows:
Sec.  225.14  Expedited action for certain bank acquisitions by well-
run bank holding companies.
(a) * * *
(v)(A) If the bank holding company has consolidated assets of $1
billion or more, an abbreviated consolidated pro forma balance sheet as
of the most recent quarter showing credit and debit adjustments that
reflect the proposed transaction, consolidated pro forma risk-based
capital ratios for the acquiring bank holding company as of the most
recent quarter, and a description of the purchase price and the terms
and sources of funding for the transaction;
recent quarter showing credit and debit adjustments that reflect the
proposed transaction, and a description of the purchase price, the
terms and sources of funding for the transaction, and the sources and
schedule for retiring any debt incurred in the transaction;
7. In Sec.  225.17, in paragraph (a)(6), revise footnote 6 to read as
Sec.  225.17  Notice procedure for one-bank holding company formations.
Footnote 6--For a banking organization with consolidated assets, on
a pro forma basis, of less than $1 billion (other than a banking
organization that will control a de novo bank), this requirement is
satisfied if the proposal complies with the Board's Small Bank
Holding Company Policy Statement (appendix C of this part).
8. In Sec.  225.23, revise paragraph (a)(1)(iii) to read as follows:
Sec.  225.23  Expedited action for certain nonbanking proposals by
well-run bank holding companies.
(iii) If the proposal involves an acquisition of a going concern:
(A) If the bank holding company has consolidated assets of $1
billion or more, an abbreviated consolidated pro forma balance sheet
for the acquiring bank holding company as of the most recent quarter
showing credit and debit adjustments that reflect the proposed
transaction, consolidated pro forma risk-based capital ratios for the
acquiring bank holding company as of the most recent quarter, a
description of the purchase price and the terms and sources of funding
for the transaction, and the total revenue and net income of the
company to be acquired;
proposed transaction, a description of the purchase price and the terms
and sources of funding for the transaction and the sources and schedule
for retiring any debt incurred in the transaction, and the total
assets, off-balance sheet items, revenue and net income of the company
to be acquired;
(C) For each insured depository institution whose Tier 1 capital,
total capital, total assets or risk-weighted assets change as a result
of the transaction, the total risk-weighted
assets, total assets, Tier 1 capital and total capital of the
institution on a pro forma basis;
9. In appendix C to part 225, revise the heading and, under section 1,
revise the first undesignated paragraph to read as follows:
Appendix C to Part 225--Small Bank Holding Company and Savings and Loan
Holding Company Policy Statement
1. Applicability of Policy Statement
This policy statement applies only to bank holding companies
with pro forma consolidated assets of less than $1 billion that (i)
are not engaged in significant nonbanking activities either directly
or through a nonbank subsidiary; (ii) do not conduct significant
off-balance sheet activities (including securitization and asset
management or administration) either directly or through a nonbank
subsidiary; and (iii) do not have a material amount of debt or
equity securities outstanding (other than trust preferred
securities) that are registered with the Securities and Exchange
Commission. The Board may in its discretion exclude any bank holding
company, regardless of asset size, from the policy statement if such
action is warranted for supervisory purposes.\1\ With the exception
of section 4 (Additional Application Requirements for Expedited/
Waived Processing), the policy statement applies to savings and loan
holding companies as if they were bank holding companies.
\1\ Footnote 1: [Reserved]
PART 238--SAVINGS AND LOAN HOLDING COMPANIES (REGULATION LL)
10. The authority citation for part 238 continues to read as follows:
Authority: 5 U.S.C. 552, 559; 12 U.S.C. 1462, 1462a, 1463, 1464,
1467, 1467a, 1468, 1813, 1817, 1829e, 1831i, 1972; 15 U.S.C. 78l.
11. Add Sec.  238.9 to subpart A to read as follows:
Sec.  238.9  Small Bank Holding Company Policy Statement.
(a) The Board's Small Bank Holding Company Policy Statement (12 CFR
part 225, appendix C) (Policy Statement) applies to savings and loan
holding companies as if they were bank holding companies. To qualify or
rely on the Policy Statement, savings and loan holding companies must
meet all qualifying requirements in the Policy Statement as if they
were a bank holding company. For purposes of applying the Policy
Statement, the term ``nonbank subsidiary'' as used in the Policy
Statement refers to a subsidiary of a savings and loan holding company
other than a savings association or a subsidiary of a savings
(b) The Board may exclude any savings and loan holding company,
regardless of asset size, from the Policy Statement under paragraph (a)
of this section if the Board determines that such action is warranted
for supervisory purposes.
By order of the Board of Governors of the Federal Reserve
System, April 9, 2015.
Margaret McCloskey Shanks,
Deputy Secretary of the Board.


I agree, the title alone makes me love it! I feel like I could really connect with this character and I can't wait to read it. Plus, this cover is gorgeous, I love it so much!
I've read everything of her's so far and was wondering if this one would be as good. Great review…makes me now want to read it.
Oh good! Any faves from her?