International Operations of U.S. Banking Organizations – Edge Corporation Change in Control

Section 211.5(e) of Regulation K

Who must file?

Any person or company must submit prior notice to the Federal Reserve under section 211.5(e) of Regulation K to acquire 25 percent or more of the voting shares, or to otherwise acquire control, of an Edge corporation.

Publication requirements--newspaper/Federal Register

None.

Required form

The information required in Form FR K-1 must be submitted. Note that a response should be provided for all report items. Please enter “not applicable” or “N/A,” where appropriate.

Processing time frames

The notice period expires 60 calendar days after the notice is received by the Federal Reserve. The Federal Reserve may extend the notice period for an additional 30 days by notifying the filer.

Factors reviewed

For change in control proposals involving Edge corporations, the Federal Reserve considers the factors in section 211.5(b)(4) of Regulation K.

Consummation period

The filing party may consummate the proposed acquisition 60 days after submission to the Federal Reserve of a complete notice unless within that period the Federal Reserve disapproves the proposed acquisition or extends the 60-day period. The filer may consummate the proposed transaction before the expiration of the 60-day period if the Federal Reserve notifies the filer in writing of the Federal Reserve's decision to waive the remainder of the notice period. The proposal must be consummated within one year from the date of disposition, unless extended.