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Financial Institution Letter
Removal of Transferred OTS Regulations Regarding Securities Offerings of State Savings Associations
Rescission of Statement of Policy on the Use of Offering Circulars, Proposed Rulemaking Regarding Securities Offerings by State Nonmember Banks and State Savings Associations, and Other Technical Amendments


On January 19, 2021, the FDIC Board of Directors approved a notice of proposed rulemaking that would rescind and remove 12 CFR part 390, subpart W, entitled Securities Offerings; rescind the 1996 Statement of Policy on the Use of Offering Circulars in Connection with the Public Distribution of Bank Securities; propose a new regulation regarding securities offerings to be made by State nonmember banks and State savings associations; and include technical amendments to update related regulations.

Statement of Applicability to Institutions with Total Assets Under $1 Billion: This Financial Institution Letter (FIL) applies to all FDIC-supervised institutions.


As described in the proposed rulemaking, the FDIC would:

  • Rescind the transferred OTS securities offering regulation, part 390, subpart W, which is applicable only to State savings associations; rescind the FDIC’s 1996 Statement of Policy on the Use of Offering Circulars, which is applicable only to State nonmember banks; propose a new regulation governing securities offering disclosures; and make other technical amendments to FDIC’s regulations referencing mutual-to-stock conversions;
  • Reference SEC requirements for, and exemptions from, preparing registration statements and prospectuses; and set forth rules for offers and sales of securities by issuers, underwriters, and dealers;
  • Reference OCC regulations for stock offerings made in connection with mutual-to-stock conversions;
  • Make technical amendments to parts 303 and 333, with respect to insured mutual state-chartered savings banks mutual-to-stock conversions.

The proposed regulation would be incorporated into subpart A of part 335 of the FDIC’s regulations. The proposed regulation would apply to securities offerings to be made by FDIC-supervised institutions in organization, FDIC-supervised institutions subject to an enforcement order that intend to issue securities, FDIC-supervised institutions converting from a mutual-to-stock form of ownership, and subsidiaries of State savings associations in one of the categories.

Last Updated: January 29, 2021