Sec. 5. Acquisitions of distressed banks

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In this section: The terms appropriate Federal banking agency and insured bank have the meanings given the terms in section 3 of the Federal Deposit Insurance Act ( 12 U.S.C. 1813 ). The term Board means the Board of Governors of the Federal Reserve System. The terms bank holding company , control , and subsidiary have the meanings given the terms in section 2 of the Bank Holding Company Act of 1956 ( 12 U.S.C. 1841 ). The term covered entity means— after a transaction described in subsection (b)(1)(A), the bank holding company of which the applicable distressed insured bank has become a subsidiary; after a transaction described in subsection (b)(1)(B), the bank holding company that has acquired the direct or indirect ownership or control described in that provision; and after a merger or consolidation described in subsection (b)(1)(C), the bank holding company that results because of that merger or consolidation.

The term distressed insured bank means an insured bank that has a class of equity securities, or is controlled, directly or indirectly, by a company that has a class of equity securities— registered pursuant to section 12(b) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78l(b) ); and the price of which on a national securities exchange has declined not less than 20 percent at any time on or after March 1, 2023, as compared with the highest price of those securities on that exchange on or after March 1, 2023.

The terms equity security and exchange have the meanings given the terms in section 3(a) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78c(a) ). The term national securities exchange means an exchange that is registered in accordance with section 6 of the Securities Exchange Act of 1934 ( 15 U.S.C. 78f ). The term total consolidated assets means, with respect to an entity, the total consolidated assets of that entity, as determined pursuant to the instructions of Form FR Y–9C of the Board.

Subject to paragraphs

(2)and (3), except as provided in paragraph (4), and notwithstanding any requirement or restriction relating to notification, approval, or other matter under section 3 or 4 of the Bank Holding Company Act of 1956 ( 12 U.S.C. 1842 , 1843), section 7(j) or 18(c) of the Federal Deposit Insurance Act ( 12 U.S.C. 1817(j) , 1828(c)), or any other Federal or State law, after written notice to the Board— a distressed insured bank may become a subsidiary of a bank holding company; a bank holding company may acquire direct or indirect ownership or control of any voting shares of any distressed insured bank or any company that controls a distressed insured bank; and a bank holding company may merge or consolidate with a bank holding company that has a subsidiary that is a distressed insured bank. Paragraph

(1)shall apply only if— after the applicable transaction or other action under that paragraph— the applicable covered entity would meet the required capital levels for well capitalized bank holding companies established by the Board; or in the case of a transaction or other action described in subparagraph

(A)or

(B)of that paragraph, the total consolidated assets of the applicable covered entity would be not more than 2 times the amount of the total consolidated assets (as measured immediately before the transaction or other action) of— in the case of an action described in subparagraph

(A)of that paragraph, the bank holding company of which the distressed insured bank is becoming a subsidiary as a result of that action; or in the case of an acquisition described in subparagraph

(B)of that paragraph, the bank holding company that is acquiring direct or indirect ownership or control of any voting shares of the distressed insured bank or the company that controls a distressed insured bank; and each insured bank controlled by the applicable covered entity— has a composite rating, as determined by the appropriate Federal banking agency in the most recent report of examination of the applicable insured bank, of 1 or 2 under the Uniform Financial Institution Rating System; and has been assigned by the appropriate Federal banking agency a rating of outstanding or satisfactory in the most recent Community Reinvestment Act examination of the applicable insured bank. A transaction or other action to which paragraph

(1)applies shall be consummated not later than 90 days after the date of enactment of this Act. Paragraph

(1)shall not apply to— any action that would cause a distressed insured bank to become a subsidiary of an insured bank; any acquisition of direct or indirect ownership or control by an insured bank of any voting shares of any distressed insured bank or any company that controls a distressed insured bank; or any merger, consolidation, acquisition of assets, or other acquisition of control, of another company that would be subject to section 14 of the Bank Holding Company Act of 1956 ( 12 U.S.C. 1852 ). A transaction under subsection

(b)shall be exempt from the requirements of section 7A of the Clayton Act ( 15 U.S.C. 18a ).

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