Unknown. Interim final rule

6,430 words·~29 min read·/register/2025/05/15/2025-08405·

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

--- schema: federal-register doc_type: fedreg source_file: FR-2025-05-15.xml --- 90 93 Thursday, May 15, 2025 Contents Agriculture Agriculture Department See Forest Service Consumer Financial Protection Bureau of Consumer Financial Protection RULES Authority of States to Enforce the Consumer Financial Protection Act; Rescission, 20565-20567 2025-08641 PROPOSED RULES Electronic Fund Transfers through Accounts Established Primarily for Personal, Family, or Household Purposes Using Emerging Payment Mechanisms;

Withdrawal, 20568 2025-08646 Prohibited Terms and Conditions in Agreements for Consumer Financial Products or Services (Regulation AA); Withdrawal, 20569 2025-08645 Protecting Americans from Harmful Data Broker Practices (Regulation V); Withdrawal, 20568-20569 2025-08644 Centers Medicare Centers for Medicare & Medicaid Services PROPOSED RULES Medicaid Program: Preserving Medicaid Funding for Vulnerable Populations—Closing a Health Care-Related Tax Loophole, 20578-20600 2025-08566 NOTICES Guidance:

Medicare Program; Inflation Reduction Act Medicare Drug Price Negotiation Program, 20674 2025-08607 Children Children and Families Administration NOTICES Agency Information Collection Activities; Proposals, Submissions, and Approvals: Generic Clearance for Disaster Information Collection Forms, 20675-20677 2025-08656 Head Start Grant Application, 20677 2025-08622 Native Employment Works Plan Guidance and NEW Program Report, 20674-20675 2025-08662 Civil Rights Civil Rights Commission NOTICES Hearings, Meetings, Proceedings, etc.:

Oregon Advisory Committee, 20620-20621 2025-08647 West Virginia Advisory Committee, 20620 2025-08530 Coast Guard Coast Guard PROPOSED RULES Safety Zone: Rocket Launches in the Gulf of America and South Bay, Boca Chica Beach, TX, 20572-20575 2025-08686 Commerce Commerce Department See International Trade Administration See National Oceanic and Atmospheric Administration Comptroller Comptroller of the Currency RULES Business Combinations under the Bank Merger Act; Rescission, 20561-20565 2025-08405 Education Department Education Department NOTICES Agency Information Collection Activities;

Proposals, Submissions, and Approvals: National Assessment of Educational Progress 2026, 20636-20637 2025-08602 Pathways to Partnerships Program Evaluation, 20627 2025-08529 Applications for New Awards: Expanding Opportunity through Quality Charter Schools Program—Grants to Charter Management Organizations for the Replication and Expansion of High-Quality Charter Schools, 20638-20646 2025-08657 Expanding Opportunity through Quality Charter Schools Program—Grants to Charter School Developers for the Opening of New Charter Schools and for the Replication and Expansion of High-Quality Charter Schools, 20627-20636 2025-08660 List of Correspondence:

January 1, 2024, through December 31, 2024, 20637-20638 2025-08606 Election Election Assistance Commission NOTICES Agency Information Collection Activities; Proposals, Submissions, and Approvals: Voting System Manufacturer Registration, Application for Testing, Anomaly Reporting and Root Cause Analysis, 20646-20647 2025-08618 Energy Department Energy Department See Federal Energy Regulatory Commission See Southeastern Power Administration NOTICES Agency Information Collection Activities;

Proposals, Submissions, and Approvals, 20648-20649 2025-08638 Requests for Nominations: Industrial Technology Innovation Advisory Committee, 20647-20648 2025-08620 Rescinded Guidance Materials, 20648 2025-08685 Environmental Protection Environmental Protection Agency PROPOSED RULES Hydrogen Fluoride; Denial of Requested Rulemaking, 20575-20578 2025-08658 Federal Accounting Federal Accounting Standards Advisory Board NOTICES Request for Information: Emerging Reporting Entity Reorganization and Abolishment Accounting Issues, 20671-20672 2025-08614 Federal Aviation Federal Aviation Administration PROPOSED RULES Airworthiness Directives:

Dassault Aviation Airplanes, 20569-20572 2025-08553 NOTICES Agency Information Collection Activities; Proposals, Submissions, and Approvals: Amount of Aqueous Film Forming Foam Located at Part 139 Airports, 20735-20736 2025-08678 Federal Deposit Federal Deposit Insurance Corporation NOTICES Agency Information Collection Activities; Proposals, Submissions, and Approvals, 20672-20673 2025-08603 Termination of Receivership, 20673 2025-08663 Federal Election Federal Election Commission NOTICES Meetings;

Sunshine Act, 20673-20674 2025-08814 Federal Energy Federal Energy Regulatory Commission NOTICES Agency Information Collection Activities; Proposals, Submissions, and Approvals: Golden Pass LNG Terminal LLC, 20649-20651 2025-08652 Application: EONY Generation Ltd., Reasonable Period of Time For Water Quality Certification, 20667 2025-08654 Lyonsdale Associates, LLC, 20651-20653 2025-08653 Combined Filings, 20653-20663, 20667 2025-08528 2025-08532 2025-08533 2025-08534 2025-08633 2025-08634 2025-08648 2025-08649 Environmental Assessments;

Availability, etc.: Rockies Express Pipeline LLC, Decatur Lateral Project, 20664-20665 2025-08651 Environmental Impact Statements; Availability, etc.: Venture Global CP2 LNG, LLC, Venture Global CP Express, LLC; CP LNG and CP Express Pipeline Project, 20663-20664 2025-08650 Hearings, Meetings, Proceedings, etc.: Increasing Market and Planning Efficiency through Improved Software; Technical Conference, 20667-20668 2025-08636 Preliminary Determination of a Qualifying Conduit Hydropower Facility:

Goleta Water District, 20656-20657, 20659-20660, 20665-20667 2025-08630 2025-08635 2025-08637 2025-08639 Federal Highway Federal Highway Administration NOTICES Final Federal Agency Action: Proposed Transportation Project in Florida, 20736-20737 2025-08601 Federal Transit Federal Transit Administration NOTICES Competitive Funding Opportunity: Low or No Emission Grant Program and the Grants for Buses and Bus Facilities Competitive Program, 20737 2025-08571 Fiscal Fiscal Service NOTICES Agency Information Collection Activities;

Proposals, Submissions, and Approvals: ACH Vendor/Miscellaneous Payment Enrollment Form, 20738 2025-08565 Application by Voluntary Guardian of Incapacitated Owner of United States Savings Bonds or Savings Notes, 20738 2025-08563 Application for Issue of United States Mortgage Guaranty Insurance Company Tax and Loss Bonds, 20739 2025-08564 Claims Against the United States for Amounts Due in the Case of a Deceased Creditor, 20737-20738 2025-08561 Collateral Security Resolution and Collateral Pledge and Security Agreement, 20739 2025-08562 Fish Fish and Wildlife Service PROPOSED RULES National Wildlife Refuge System: 2025-2026 Station-Specific Hunting and Sport Fishing Regulations, 20600-20618 2025-08621 Forest Forest Service NOTICES Environmental Impact Statements;

Availability, etc.: Malheur National Forest, Blue Mountain and Prairie City Ranger Districts and Wallowa-Whitman National Forest, Whitman Ranger District, Oregon; Austin Project, 20619-20620 2025-08684 Government Accountability Government Accountability Office NOTICES Standards for Internal Control in the Federal Government; 2025 Revision, 20674 2025-08296 Health and Human Health and Human Services Department See Centers for Medicare & Medicaid Services See Children and Families Administration See Health Resources and Services Administration See National Institutes of Health NOTICES Agency Information Collection Activities;

Proposals, Submissions, and Approvals, 20680-20686 2025-08665 2025-08667 2025-08668 2025-08669 2025-08670 2025-08671 2025-08674 2025-08675 2025-08677 Health Resources Health Resources and Services Administration NOTICES Agency Information Collection Activities; Proposals, Submissions, and Approvals: Nurse Corps Loan Repayment Program, 20679-20680 2025-08610 Telehealth Resource Center Performance Measurement, 20677-20679 2025-08611 Homeland Homeland Security Department See Coast Guard NOTICES Agency Information Collection Activities;

Proposals, Submissions, and Approvals: CISA Industry Engagement Registration and Account in ServiceNow, 20687-20688 2025-08560 Interior Interior Department See Fish and Wildlife Service International Trade Adm International Trade Administration NOTICES Antidumping or Countervailing Duty Investigations, Orders, or Reviews: Certain Carbon and Alloy Steel Cut-to-Length Plate from Italy, 20622-20624 2025-08612 Raw Honey from the Socialist Republic of Vietnam, 20621-20622 2025-08605 Sales at Less Than Fair Value;

Determinations, Investigations, etc.: Temporary Steel Fencing from the People's Republic of China, 20621 2025-08604 International Trade Com International Trade Commission NOTICES Investigations; Determinations, Modifications, and Rulings, etc.: Dioctyl Terephthalate from Malaysia, Poland, Taiwan, and Turkey, 20688 2025-08661 Labor Department Labor Department NOTICES Charter Renewal: Advisory Committee on Veterans Employment, Training and Employer Outreach, 20688 2025-08461 National Institute National Institutes of Health NOTICES Hearings, Meetings, Proceedings, etc.:

Center for Scientific Review, 20686-20687 2025-08526 National Institute of Allergy and Infectious Diseases, 20686 2025-08655 National Oceanic National Oceanic and Atmospheric Administration NOTICES Permits; Applications, Issuances, etc.: Magnuson-Stevens Fishery Conservation and Management Act Provisions; Atlantic Coastal Fisheries Cooperative Management Act Provisions; General Provisions for Domestic Fisheries, 20625-20626 2025-08619 Marine Mammals; File No. 28847, 20626 2025-08625 National Science National Science Foundation NOTICES Hearings, Meetings, Proceedings, etc.:

Proposal Review, 20688-20689 2025-08527 Nuclear Regulatory Nuclear Regulatory Commission NOTICES Exemption: Kemmerer Power Station, Unit 1, US SFR Owner, LLC, 20692-20695 2025-08628 Licenses; Exemptions, Applications, Amendments, etc.: Quad Cities Nuclear Power Station, Units 1 and 2; Constellation Energy Generation, LLC, 20692 2025-08624 Southern Nuclear Operating Co., Inc.; Vogtle Electric Generating Plant, Unit 4, 20689-20691 2025-08608 Postal Regulatory Postal Regulatory Commission NOTICES New Postal Products, 20695-20696 2025-08666 Presidential Documents Presidential Documents EXECUTIVE ORDERS Prescription Drugs;

Efforts To Deliver Most-Favored-Nation Pricing in U.S. (EO 14297), 20747-20751 2025-08876 Securities Securities and Exchange Commission NOTICES Agency Information Collection Activities; Proposals, Submissions, and Approvals, 20718-20719 2025-08542 Self-Regulatory Organizations; Proposed Rule Changes: BOX Exchange LLC, 20699-20703 2025-08547 Cboe Exchange, Inc., 20718 2025-08549 MEMX LLC, 20707-20715, 20731-20734 2025-08546 2025-08551 Miami International Securities Exchange, LLC, 20723-20727 2025-08545 MIAX Emerald, LLC, 20727-20731 2025-08552 MIAX PEARL, LLC, 20720-20723 2025-08544 MIAX Sapphire, LLC, 20703-20707 2025-08543 NYSE Texas, Inc., 20715-20718 2025-08550 The Nasdaq Stock Market LLC, 20696-20699 2025-08548 Selective Selective Service System NOTICES Privacy Act;

Systems of Records, 20734 2025-08659 Small Business Small Business Administration NOTICES Licenses; Exemptions, Applications, Amendments, etc.: Small Business Investment Company, 20734-20735 2025-08626 Southeastern Southeastern Power Administration NOTICES Proposed Rate Adjustment, Proposed Adjustment to True-Up Mechanism: Kerr-Philpott System, 20669-20671 2025-08617 Proposed Rate Adjustment: Cumberland System of Projects, 20668-20669 2025-08616 State Department State Department NOTICES Agency Information Collection Activities;

Proposals, Submissions, and Approvals: Affidavit of Identifying Witness, 20735 2025-08600 Transportation Department Transportation Department See Federal Aviation Administration See Federal Highway Administration See Federal Transit Administration Treasury Treasury Department See Comptroller of the Currency See Fiscal Service Veteran Affairs Veterans Affairs Department NOTICES Funding Opportunity: Staff Sergeant Fox Suicide Prevention Grant Program, 20739-20745 2025-08537 Separate Parts In This Issue Part II Presidential Documents, 20747-20751 2025-08876 Reader Aids Consult the Reader Aids section at the end of this issue for phone numbers, online resources, finding aids, and notice of recently enacted public laws.

To subscribe to the Federal Register Table of Contents electronic mailing list, go to https://public.govdelivery.com/accounts/USGPOOFR/subscriber/new, enter your e-mail address, then follow the instructions to join, leave, or manage your subscription. 90 93 Thursday, May 15, 2025 Rules and Regulations DEPARTMENT OF THE TREASURY Office of the Comptroller of the Currency 12 CFR Part 5 [Docket ID OCC-2025-0001] RIN 1557-AF29 Business Combinations Under the Bank Merger Act; Rescission AGENCY:

Office of the Comptroller of the Currency (OCC), Treasury. ACTION: Interim final rule. SUMMARY: The OCC is adopting an interim final rule to restore the streamlined application and expedited review to its procedures for reviewing applications under the Bank Merger Act and rescinding a policy statement that summarized the OCC's review of proposed bank merger transactions under the Bank Merger Act. DATES: The interim final rule is effective May 15, 2025. Comments on the interim final rule must be received by June 16, 2025.

ADDRESSES: Commenters are encouraged to submit comments through the Federal eRulemaking Portal. Please use the title “Business Combinations under the Bank Merger Act” to facilitate the organization and distribution of the comments. You may submit comments by any of the following methods: • *Federal eRulemaking Portal—“Regulations.gov”:* Go to *https://regulations.gov/.* Enter “Docket ID OCC-2025-0001” in the Search Box and click “Search.” Public comments can be submitted via the “Comment” box below the displayed document information or by clicking on the document title and then clicking the “Comment” box on the top-left side of the screen.

For help with submitting effective comments, please click on “Commenter's Checklist.” For assistance with the *Regulations.gov* site, please call 1-866-498-2945 (toll free) Monday-Friday, 9 a.m.-5 p.m. ET, or email *regulationshelpdesk@gsa.gov.* • *Mail:* Chief Counsel's Office, Attention: Comment Processing, Office of the Comptroller of the Currency, 400 7th Street SW, Suite 3E-218, Washington, DC 20219. • *Hand Delivery/Courier:* 400 7th Street SW, Suite 3E-218, Washington, DC 20219. *Instructions:* You must include “OCC” as the agency name and “Docket ID OCC-2025-0001” in your comment.

In general, the OCC will enter all comments received into the docket and publish the comments on the *Regulations.gov* website without change, including any business or personal information provided such as name and address information, email addresses, or phone numbers. Comments received, including attachments and other supporting materials, are part of the public record and subject to public disclosure. Do not include any information in your comment or supporting materials that you consider confidential or inappropriate for public disclosure.

You may review comments and other related materials that pertain to this action by any of the following methods: • *Viewing Comments Electronically—Regulations.gov:* Go to *https://regulations.gov/.* Enter “Docket ID OCC-2025-0001” in the Search box and click “Search”. Click on the “Dockets” tab and then the document's title. After clicking the document's title, click the “Browse All Comments” tab. Comments can be viewed and filtered by clicking on the “Sort By” drop-down on the right side of the screen or the “Refine Comments Results” options on the left side of the screen.

Supporting materials can be viewed by clicking on the “Browse Documents” tab. Click on the “Sort By” drop-down on the right side of the screen or the “Refine Results” options on the left side of the screen checking the “Supporting & Related Material” checkbox. For assistance with the *Regulations.gov* site, please call 1-866-498-2945 (toll free) Monday-Friday, 9 a.m.-5 p.m. ET, or email *regulationshelpdesk@gsa.gov.* The docket may be viewed after the close of the comment period in the same manner as during the comment period.

FOR FURTHER INFORMATION CONTACT: Valerie Song, Assistant Director, Christopher Crawford, Special Counsel, Elizabeth Small, Counsel, Chief Counsel's Office, 202-649-5490; or Yoo Jin Na, Director for Licensing Activities, 202-649-6260, Office of the Comptroller of the Currency, 400 7th Street SW, Washington, DC 20219. If you are deaf, hard of hearing or have a speech disability, please dial 7-1-1 to access telecommunications relay services. SUPPLEMENTARY INFORMATION: I. Background The Bank Merger Act (BMA), section 18(c) of the Federal Deposit Insurance Act (12 U.S.C. 1828(c)), and the OCC's implementing regulation, 12 CFR 5.33, govern the OCC's review of business combinations of national banks and Federal savings associations with other insured depository institutions (institutions) that result in a national bank or Federal savings association. 1 Under the BMA, the OCC must consider the following factors: competition; the financial and managerial resources and future prospects of the existing and proposed institutions; the convenience and needs of the community to be served; the risk to the stability of the United States banking or financial system; and the effectiveness of any insured depository institution involved in combatting money laundering activities, including in overseas branches. 2 The BMA generally requires public notice of the transaction to be published for 30 days. 3 OCC regulations require the public notice to include essential details about the transaction and instructions for public comment.

The regulations incorporate the statutory 30-day public notice period and provide a 30-day public comment period, which the OCC may extend. 4 The OCC may also hold a public hearing, public meeting, or private meeting on an application. 5 1 A business combination for these purposes includes an assumption of deposits in addition to a merger or consolidation. 2 12 U.S.C. 1828(c)(5), (11). 3 12 U.S.C. 1828(c)(4). 4 12 CFR 5.8(b), 5.10(b)(1). 5 12 CFR 5.11. On September 25, 2024, the OCC published in the **Federal Register** 6 a final rule (2024 Final Rule) removing the expedited review procedures contained in § 5.33(i) and the streamlined application form in § 5.33(j).

The final rule also added as an appendix to 12 CFR part 5, subpart C, a policy statement that discussed both the general principles the agency uses to review applications under the BMA and how it considers financial stability, financial and managerial resources and future prospects, and convenience and needs factors. The policy statement also described criteria informing the OCC's decision on whether to extend the public comment period and whether to hold a public meeting on an application subject to the BMA.

The final rule and policy statement became effective on January 1, 2025. 6 89 FR 78207 (Sept. 25, 2024). The OCC is issuing this interim final rule to reduce the burden and uncertainty that the 2024 Final Rule added to the application process. The interim final rule rescinds the changes made by the 2024 Final Rule, restoring the expedited review procedures in § 5.33(i) and the streamlined application form in § 5.33(j) and removing the appendix containing the policy statement.

II. Description of the Interim Final Rule Regulatory Amendments Prior to the 2024 Final Rule, § 5.33(i) provided that a filing that qualifies either as a business reorganization as defined in § 5.33(d)(3) or for a streamlined application under § 5.33(j) is deemed approved as of the 15th day after the close of the comment period, unless the OCC notifies the applicant that the filing is not eligible for expedited review or the expedited review process is extended under § 5.13(a)(2).

Twelve CFR 5.33(j) authorized the use of a streamlined application if:

(i)at least one party to the transaction is an eligible bank or eligible savings association, and all other parties to the transaction are eligible banks, eligible savings associations, or eligible depository institutions; the resulting national bank or resulting Federal savings association will be well capitalized immediately following consummation of the transaction; and the total assets of the target institution are no more than 50 percent of the total assets of the acquiring bank or Federal savings association, as reported in each institution's Consolidated Report of Condition and Income filed for the quarter immediately preceding the filing of the application;

(ii)the acquiring bank or Federal savings association is an eligible bank or eligible savings association; the target bank or savings association is not an eligible bank, eligible savings association, or an eligible depository institution; the resulting national bank or resulting Federal savings association will be well capitalized immediately following consummation of the transaction; and the filers in a prefiling communication request and obtain approval from the appropriate OCC licensing office to use the streamlined application;

(iii)the acquiring bank or Federal savings association is an eligible bank or eligible savings association; the target bank or savings association is not an eligible bank, eligible savings association, or an eligible depository institution; the resulting bank or resulting Federal savings association will be well capitalized immediately following consummation of the transaction; and the total assets acquired do not exceed 10 percent of the total assets of the acquiring national bank or acquiring Federal savings association, as reported in each institution's Consolidated Report of Condition and Income filed for the quarter immediately preceding the filing of the application; or

(iv)in the case of a transaction under 12 CFR 5.33(g)(4), the acquiring bank is an eligible bank; the resulting national bank will be well capitalized immediately following consummation of the transaction; the filers in a prefiling communication request and obtain approval from the appropriate OCC licensing office to use the streamlined application; and the total assets acquired do not exceed 10 percent of the total assets of the acquiring national bank, as reported in the bank's Consolidated Report of Condition and Income filed for the quarter immediately preceding the filing of the application. The streamlined application requested information about topics similar to those addressed in the Interagency Bank Merger Act Application, but the former only required an applicant to provide detailed information if the applicant answered in the affirmative to any one of a series of yes or no questions. The OCC recognizes the additional burden that use of the Interagency Bank Merger Act Application places on applicants that formerly qualified to use the streamlined application. Additionally, as noted in the original adoption of the expedited review process, “many types of applications submitted by healthy banks whose applications should entail low levels of risk” support the OCC's “calibrat[ion of] the extent of regulatory review an application receives to focus more resources on applications that are novel, are complex, or present potentially greater risk to the applicant bank.” 7 Ensuring the timely and efficient processing of merger applications, including through expedited review, would help facilitate economic growth and innovation. 7 61 FR 60342 (Nov. 27, 1996). For the reasons discussed above, the interim final rule restores without change § 5.33(i) and

(j)that were removed by the 2024 Final Rule. The 2024 Final Rule also removed the term “business reorganization,” which was defined in § 5.33(d)(3) as a business combination between eligible banks and eligible savings associations, or between an eligible bank or an eligible savings association and an eligible depository institution, 8 that are controlled by the same holding company or that will be controlled by the same holding company prior to the combination; or a business combination between an eligible bank or an eligible savings association and an interim national bank or interim Federal savings association chartered in a transaction in which a person or group of persons exchanges its shares of the eligible bank or eligible savings association for shares of a newly formed holding company and receives after the transaction substantially the same proportional share interest in the holding company as it held in the eligible bank or eligible savings association (except for changes in interests resulting from the exercise of dissenters' rights), and the reorganization involves no other transactions involving the bank or savings association. As this definition is used to define one of the classes of applications eligible for expedited review under § 5.33(i), the interim final rule also restores without change § 5.33(d)(3) that was removed by the 2024 Final Rule. 8 “Eligible bank,” “eligible savings association,” and “eligible depository institution” are defined in 12 CFR 5.3. An institution meets the appropriate definition if it is well capitalized; has a composite rating of 1 or 2; has a Community Reinvestment Act rating of “Outstanding” or “Satisfactory,” if applicable; has a consumer compliance rating of 1 or 2; and is not subject to a cease and desist order, consent order, formal written agreement, or Prompt Corrective Action directive, or is notified in writing by the OCC that it may be treated as an “eligible bank or eligible savings association” if subject to any such order, agreement, or directive. Policy Statement In issuing the Policy Statement as part of the 2024 Final Rule, the OCC's stated purpose was increasing the transparency and clarity for the public about the OCC's review of applications under the Bank Merger Act. 9 The Policy Statement contains three main areas of discussion:

(1)general principles of OCC review;

(2)the financial stability, financial and managerial resources and future prospects, and convenience and needs factors under the BMA; and

(3)the public comment period and public meetings. However, the OCC is aware that the release of the Policy Statement generated confusion and generally did not succeed in providing additional clarity to banks or the public. Further, the banking industry may be unwilling to engage in economically beneficial mergers in light of the confusion and uncertainty caused by the Policy Statement. After further consideration, the OCC believes that rescinding the Policy Statement will expedite the OCC's review of business combination applications and decrease uncertainty for both the banking industry and the public. The OCC will consider issuing a new policy statement after reviewing any comments submitted in response to this interim final rule. 9 *See, e.g.,* 89 FR 78207. The OCC believes that the general principles of OCC review are sufficiently captured in the policies underlying the restored streamlined application and expedited review, discussed above as well as in the *Comptroller's Licensing Manual,* “Business Combinations” booklet. These procedures have existed for nearly thirty years, and the banking industry and public are familiar with how the OCC handles applications under these procedures. The OCC's goal is to encourage economically beneficial mergers to support the United States economy and innovation. Rescission of the policy statement supports these goals by removing the outstanding confusion and uncertainty. The OCC will consider any future changes to these procedures in response to comments on the interim final rule and developments in the banking industry. Similarly, the BMA's statutory factors have existed in their current form since 2011 with the majority of those factors in their current form since 1966. To the extent that more specific guidance on the statutory factors is needed, the OCC will consider any comments it receives in response to this interim final rule. The discussion of public comments and public meetings in the Policy Statement is largely duplicative of the regulatory provisions in 12 CFR 5.10 and 5.11. Accordingly, the OCC believes that these regulations provide sufficient information to the banking industry and public to support rescission of the public comments and meetings portion of the Policy Statement. Accordingly, the OCC is rescinding the Policy Statement, effective upon publication of this interim final rule in the **Federal Register** . The OCC requests comment on what content would be helpful in any future policy statement discussing the OCC's review of applications under the BMA. The OCC is committed to providing transparent and useful information to the banking industry and the public to facilitate beneficial mergers that increase and support economic activity and innovation in the economy. IV. Regulatory Analysis A. Administrative Law Matters The OCC is issuing the interim final rule without prior notice and the opportunity for public comment and the delayed effective date ordinarily prescribed by the Administrative Procedure Act (APA). 10 Pursuant to section 553(b)(B) of the APA, general notice and the opportunity for public comment are not required with respect to a rulemaking when an “agency for good cause finds (and incorporates the finding and a brief statement of reasons therefor in the rules issued) that notice and public procedure thereon are impracticable, unnecessary, or contrary to the public interest.” 10 5 U.S.C. 553. The OCC believes that the public interest is best served by the immediate effectiveness of the interim final rule upon publication in the **Federal Register** . As discussed above, there has been significant confusion in the banking industry and public about the effect of the 2024 Final Rule, potentially hampering economically beneficial bank mergers. Similarly, reducing burden by reinstating the streamlined application and expedited review will encourage bank mergers beneficial to the United States economy and innovation. The APA also requires a 30-day delayed effective date, except for

(1)substantive rules which grant or recognize an exemption or relieve a restriction;

(2)interpretative rules and statements of policy; or

(3)as otherwise provided by the agency for good cause. 11 The interim final rule grants exemptions from use of the Interagency Bank Merger Act form through allowing use of the streamlined application and grants relief from ordinary processing procedures by reinstating expedited review. Further, the interim final rule rescinds the policy statement. Accordingly, the OCC finds good cause exists to encourage economically beneficial bank mergers and reduce burden. As such, the interim final rule is exempt from the APA's delayed effective date requirement. 11 5 U.S.C. 553(d). While the OCC believes that there is good cause to issue the interim final rule without advance notice and comment and with an immediate effective date, the agency is interested in the views of the public and requests comment on all aspects of the interim final rule. B. Paperwork Reduction Act Under the Paperwork Reduction Act of 1995 (PRA), 12 the OCC may not conduct or sponsor, and a respondent is not required to respond to, an information collection unless it displays a currently valid Office of Management and Budget

(OMB)control number. The information collection requirements in this proposed rule have been submitted to OMB under OMB control number 1557-0014 (Licensing Manual). 12 44 U.S.C. 3501-3521. This interim final rule amends 12 CFR 5.33 by restoring the expedited review procedures in § 5.33(i), which will allow an application to be deemed approved by the OCC as of the 15th day after the close of the comment period, unless the OCC notifies the filer that the filing is not eligible for expedited review or the expedited review process is extended. This interim final rule restores the streamlined application in § 5.33(j), which permits the ability of eligible institutions to file for certain types of business combinations using a streamlined application form. *Title:* Licensing Manual. *OMB Control Number:* 1557-0014. *Frequency of Response:* Occasional. *Affected Public:* National banks and Federal savings associations. The changes to the burden of the Licensing Manual are *de minis* and continue to be: *Estimated Number of Respondents:* 3,694. *Estimated Total Annual Burden:* 12,481.15. C. Regulatory Flexibility Act The Regulatory Flexibility Act

(RFA)13 requires an agency to consider whether the rules it proposes will have a significant economic impact on a substantial number of small entities (defined by the Small Business Administration for purposes of the RFA to include commercial banks and savings institutions with total assets of $850 million or less and trust companies with total assets of $47 million or less). The RFA applies to rules for which an agency publishes a general notice of proposed rulemaking pursuant to 5 U.S.C. 553(b). Consistent with section 553(b)(B) of the APA, the OCC has determined for good cause that general notice and opportunity for public comment is unnecessary, and therefore the OCC is not issuing a notice of proposed rulemaking. Accordingly, the OCC has concluded that the RFA's requirements relating to initial and final regulatory flexibility analysis do not apply. 13 5 U.S.C. 601 *et seq.* As discussed in the 2024 Final Rule, the OCC expected the changes made by the 2024 Final Rule to have a *de minimis* impact on small entities. 14 Accordingly, the OCC believes that rescission of the 2024 Final Rule would likely have a *de minimis* impact on small entities. Nevertheless, the OCC seeks comment on whether, and the extent to which, the interim final rule would affect a significant number of small entities. 14 89 FR 78217. D. Unfunded Mandates Reform Act of 1995 As a general matter, the Unfunded Mandates Reform Act of 1995

(UMRA)15 requires that the preparation of a budgetary impact statement before promulgating a rule that includes any Federal mandate that may result in the expenditure by State, local, and Tribal governments, in the aggregate, or by the private sector, of $100 million or more (adjusted annually for inflation, currently $187 million) in any one year. However, the UMRA does not apply to final rules for which a general notice of proposed rulemaking was not published. 16 Therefore, because the OCC has found good cause to dispense with notice and comment for this interim final rule, the OCC has not prepared an economic analysis of the rule under the UMRA. 15 2 U.S.C. 1531 *et seq.* 16 *See* 2 U.S.C. 1532(a). As discussed in the 2024 Final Rule, the OCC estimated that the annual aggregate cost of the final rule once fully phased in will be *de minimis.* 17 Accordingly, the OCC believes that the interim final rule will not likely result in an expenditure of $187 million or more annually by State, local, and Tribal governments or by the private sector. 17 89 FR 78217-78218. E. Riegle Community Development and Regulatory Improvement Act of 1994 Pursuant to section 302(a) of the Riegle Community Development and Regulatory Improvement Act (RCDRIA) of 1994, 18 in determining the effective date and administrative compliance requirements for new regulations that impose additional reporting, disclosure, or other requirements on insured depository institutions, the OCC must consider, consistent with principles of safety and soundness and the public interest

(1)any administrative burdens that the final rule would place on depository institutions, including small depository institutions and customers of depository institutions and

(2)the benefits of the final rule. In addition, section 302(b) of RCDRIA requires new regulations and amendments to regulations that impose additional reporting, disclosures, or other new requirements on insured depository institutions generally to take effect on the first day of a calendar quarter that begins on or after the date on which the regulations are published in final form, unless the agency determines, for good cause published with the regulation, that the regulation should become effective before such time. 19 As the interim final rule relieves, rather than imposes, reporting and other requirements, the delayed effective date provisions of section 302(b) of RCDRIA are inapplicable. Further, for the reasons discussed above, the OCC finds good cause exists to publish the interim final rule with an immediate effective date. 18 12 U.S.C. 4802(a). 19 12 U.S.C. 4802(b)(1)(A). As such, the interim final rule will be effective immediately. Nevertheless, the OCC seeks comment on RCDRIA. F. Executive Order 14192 The OCC has determined that the interim final rule is not a significant regulatory action or a significant guidance document for purposes of Executive Order 14192. G. Congressional Review Act For purposes of the Congressional Review Act, the Office of Management and Budget

(OMB)makes a determination as to whether a final rule constitutes a “major rule.” 20 If a rule is deemed a “major rule” by the OMB, the Congressional Review Act generally provides that the rule may not take effect until at least 60 days following its publication. 21 20 5 U.S.C. 801 *et seq.* 21 5 U.S.C. 801(a)(3). The Congressional Review Act defines a “major rule” as any rule that the Administrator of the Office of Information and Regulatory Affairs of the OMB finds has resulted in or is likely to result in:

(1)an annual effect on the economy of $100,000,000 or more;

(2)a major increase in costs or prices for consumers, individual industries, Federal, State, or local government agencies, or geographic regions; or

(3)significant adverse effects on competition, employment, investment, productivity, innovation, or on the ability of United States-based enterprises to compete with foreign-based enterprises in domestic and export markets. 22 22 5 U.S.C. 804(2). The delayed effective date required by the Congressional Review Act does not apply to any rule for which the agency determines and for good cause finds (and incorporates the finding and a brief statement of reasons therefor in the rule issued) that notice and public procedure thereon are impracticable, unnecessary, or contrary to the public interest. 23 For the reasons discussed above, the OCC finds good cause that delaying the effective date would be unnecessary and contrary to the public interest. 23 5 U.S.C. 808(2). As required by the Congressional Review Act, the OCC will submit the interim final rule and other appropriate reports to Congress and the Government Accountability Office for review. List of Subjects in 12 CFR Part 5 Administrative practice and procedure, National banks, Reporting and recordkeeping requirements, Savings associations, Securities. For the reasons set forth in the preamble, the OCC amends chapter I of title 12 of the Code of Federal Regulations as follows: PART 5—RULES, POLICIES, AND PROCEDURES FOR CORPORATE ACTIVITIES 1. The authority citation for part 5 continues to read as follows: Authority: 12 U.S.C. 1 *et seq.,* 24a, 35, 93a, 214a, 215, 215a, 215a-1, 215a-2, 215a-3, 215c, 371d, 481, 1462a, 1463, 1464, 1817(j), 1831i, 1831u, 2901 *et seq.,* 3101 *et seq.,* 3907, and 5412(b)(2)(B). 2. Section 5.33 is amended by adding paragraphs (d)(3), (i), and

(j)to read as follows. § 5.33 Business combinations involving a national bank or Federal savings association.

(d)* * *

(3)*Business reorganization* means either:

(i)A business combination between eligible banks and eligible savings associations, or between an eligible bank or an eligible savings association and an eligible depository institution, that are controlled by the same holding company or that will be controlled by the same holding company prior to the combination; or

(ii)A business combination between an eligible bank or an eligible savings association and an interim national bank or interim Federal savings association chartered in a transaction in which a person or group of persons exchanges its shares of the eligible bank or eligible savings association for shares of a newly formed holding company and receives after the transaction substantially the same proportional share interest in the holding company as it held in the eligible bank or eligible savings association (except for changes in interests resulting from the exercise of dissenters' rights), and the reorganization involves no other transactions involving the bank or savings association.

(i)*Expedited review for business reorganizations and streamlined applications.* A filing that qualifies as a business reorganization as defined in paragraph (d)(3) of this section, or a filing that qualifies as a streamlined application as described in paragraph

(j)of this section, is deemed approved by the OCC as of the 15th day after the close of the comment period, unless the OCC notifies the filer that the filing is not eligible for expedited review, or the expedited review process is extended, under § 5.13(a)(2). An application under this paragraph must contain all necessary information for the OCC to determine if it qualifies as a business reorganization or streamlined application.

(j)*Streamlined applications.*

(1)A filer may qualify for a streamlined business combination application in the following situations:

(i)At least one party to the transaction is an eligible bank or eligible savings association, and all other parties to the transaction are eligible banks, eligible savings associations, or eligible depository institutions, the resulting national bank or resulting Federal savings association will be well capitalized immediately following consummation of the transaction, and the total assets of the target institution are no more than 50 percent of the total assets of the acquiring bank or Federal savings association, as reported in each institution's Consolidated Report of Condition and Income filed for the quarter immediately preceding the filing of the application;

(ii)The acquiring bank or Federal savings association is an eligible bank or eligible savings association, the target bank or savings association is not an eligible bank, eligible savings association, or an eligible depository institution, the resulting national bank or resulting Federal savings association will be well capitalized immediately following consummation of the transaction, and the filers in a prefiling communication request and obtain approval from the appropriate OCC licensing office to use the streamlined application;

(iii)The acquiring bank or Federal savings association is an eligible bank or eligible savings association, the target bank or savings association is not an eligible bank, eligible savings association, or an eligible depository institution, the resulting bank or resulting Federal savings association will be well capitalized immediately following consummation of the transaction, and the total assets acquired do not exceed 10 percent of the total assets of the acquiring national bank or acquiring Federal savings association, as reported in each institution's Consolidated Report of Condition and Income filed for the quarter immediately preceding the filing of the application; or

(iv)In the case of a transaction under paragraph (g)(4) of this section, the acquiring bank is an eligible bank, the resulting national bank will be well capitalized immediately following consummation of the transaction, the filers in a prefiling communication request and obtain approval from the appropriate OCC licensing office to use the streamlined application, and the total assets acquired do not exceed 10 percent of the total assets of the acquiring national bank, as reported in the bank's Consolidated Report of Condition and Income filed for the quarter immediately preceding the filing of the application.

(2)Notwithstanding paragraph (j)(1) of this section, a filer does not qualify for a streamlined business combination application if the transaction is part of a conversion under part 192 of this chapter.

(3)When a business combination qualifies for a streamlined application, the filer should consult the Comptroller's Licensing Manual to determine the abbreviated application information required by the OCC. The OCC encourages prefiling communications between the filers and the appropriate OCC licensing office before filing under paragraph

(j)of this section. Appendix A to Subpart C of Part 5—[Removed] 3. Remove appendix A to part 5, subpart C. Stuart E. Feldstein, Acting Principal Deputy Chief Counsel, Office of the Comptroller of the Currency. [FR Doc. 2025-08405 Filed 5-14-25; 8:45 am]

Connectionstraces to 16

Traces to 16 documents

U.S. Code