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Federal Register / Vol. 86, No. 22 / Thursday, February 4, 2021 / Proposed Rules
FDIC-supervised institution to commence its securities offering upon receiving a written statement from the FDIC that no additional information or changes to the offering documents are necessary. Such offerings would have to be completed within the timeframe required by the appropriate SEC
regulation, or a timeline imposed by the FDIC, including those related to the staleness of financial statements.
The proposed regulation is set forth at the end of this Supplementary Information section.
D. Technical Regulatory Amendments 1. Mutual-to-Stock Conversions The FDIC also is proposing to make technical amendments to 303.163
and 333.4 of its regulations, which address the conversion of an insured mutual state-chartered savings bank to the stock form of ownership. As described above in section II.D. of this Supplementary Information section, the former OTS issued regulations relating to mutual-to-stock conversions, part 563b, which was transferred to the OCC
with respect to Federal and State savings associations as part of the DoddFrank Act. Sections 303.163 and 333.4
refer to the OTS when the reference should be to the OCC. Section 303.163
also refers to part 563b when the reference should be to the OCCs regulations at 12 CFR part 192. This proposal would make the necessary technical amendments.
2. Part 335
Part 335, entitled Securities of State Nonmember Banks and State Savings Associations, addresses securities recordkeeping and requirements and there are no subparts enumerated. The proposal would create subpart B to contain the existing regulations of part 335 and create subpart A to contain the new proposed regulation relating to securities offering disclosures.

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E. Request for Comments The FDIC invites comments on all aspects of this proposed action, and specifically invites comments on the following:
Question 1. What positive or negative impacts, if any, can you foresee in the FDICs proposal to issue an amended regulation with respect to securities offering disclosures?
Question 2. What negative impacts, if any, can you foresee in the FDICs proposal to rescind part 390, subpart W
and remove it from the Code of Federal Regulations?
Question 3. What negative impacts, if any, can you foresee in the FDICs
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proposal to remove and rescind the Statement of Policy Regarding the Use of Offering Circulars in Connection with the Public Distribution of Bank Securities 1996 Statement of Policy?
Question 4. Are the descriptions of the form and content requirements in the proposed regulation adequately descriptive? Would additional information or other references e.g., to other regulations be helpful? If so, what?
Question 5. Are the procedures regarding the confidential treatment of registrations statement and prospectuses adequate? Would a more specific description be helpful?
Question 6. Is the proposed treatment of the securities offerings of State savings association subsidiaries appropriate? If not, what changes should be made?
IV. Expected Effects As previously discussed, the proposed rule would rescind Part 390, Subpart W which outlines public disclosure requirements in connection with securities issuances for State savings associations, make technical amendments to 303.163 and 333.4, and establish a new regulation part 335, subpart B which outlines regulations relating to securities offering disclosures for all FDIC-supervised institutions.
Concurrent with the adoption of these changes the FDIC plans to rescind its 1996 Statement of Policy. These actions would affect all FDIC-supervised institutions, particularly those that engage in issuing securities. According to the most recent data, the FDIC
supervises 3,270 insured depository institutions.73 Therefore, the FDIC
estimates that the proposed rule, if adopted, potentially would affect 3,270
institutions. However, the new regulation part 335, subpart A would only directly affect FDIC-supervised institutions that issue offering documents. The FDIC does not currently have access to information that would facilitate an accurate estimate the number of institutions that will issue offering documents. To estimate the number of FDIC-supervised institutions that could be directly affected, staff utilized Call Report data to determine the average number of cooperative banks, cooperative banks with stock ownership, mutual commercial banks, mutual savings and loan associations, mutual savings banks, savings and loan associations with stock ownership, savings banks with stock ownership, and de novo institutions, in existence at 73 Call
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Report data, June 30, 2020.

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year-end over the past five years.74
Based on this analysis, the FDIC
estimates that 376 institutions would be directly affected by the rescission of the 1996 Statement of Policy and establishment of the new regulation part 335, subpart A.
The proposed rule, if adopted, would rescind part 390, subpart W. However, this aspect of the proposed rule is unlikely to substantively affect FDICsupervised State savings associations.
According to the most recent data, the FDIC supervised 35 State savings associations.75 Sections 390.410 through 390.430 include requirements that prescribe definitions, public accountant qualifications, and set forth the form and content of financial statements pertaining to certain securities and their related transaction documents. As previously discussed, the FDICs experience has been that FDICsupervised institutions are either required to follow SEC disclosure regulations by State law or voluntarily follow them and other applicable regulations as a means to comply with the Federal antifraud provisions.
Although the contents of part 390, subpart W being rescinded are more detailed than the contents of the proposed amended regulation, the new regulation part 335, subpart A is consistent with both the requirements of part 390, subpart W and the guidance in the 1996 Statement of Policy. Therefore, the FDIC believes that the proposed rule is unlikely to substantively affect FDICsupervised State savings associations.
The establishment of a new regulation, part 335, subpart A by the proposed rule would pose several broad effects on FDIC-supervised institutions.
As previously discussed, the proposed part 335, subpart A is consistent with both the requirements of part 390, subpart W and the guidance in the 1996
Statement of Policy. Therefore, the primary effect of the proposed rule is to codify in regulation what was previously guidance for FDICsupervised institutions that are not State savings associations. Since the proposed rule largely harmonizes the FDICs regulations with updated laws and regulations, the FDIC does not believe that the marginal effect of adopting part 335, subpart A will be significant for FDIC-supervised institutions that are not State savings associations. This aspect of the proposed rule has the benefit of simplifying and harmonizing FDIC regulations by establishing a consistent set of requirements that apply 74 Call Report data for the quarter ending December 31 in 20152019.
75 Call Report data, June 30, 2020.

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