OCC BULLETIN 2015-22
Subject: Subordinated Debt
Date: April 3, 2015
To: Chief Executive Officers of All National Banks and Federal Savings Associations, Department and Division Heads, All Examining Personnel, and Other Interested Parties
Description: Guidelines and Sample Notes
The Office of the Comptroller of the Currency (OCC) is revising and reorganizing its current guidance for subordinated debt issued by national banks (at appendix A of the “Subordinated Debt” booklet of the Comptroller’s Licensing Manual) and replacing it with new “Guidelines for Subordinated Debt.” The guidelines are consistent with the regulatory capital rules at 12 CFR 3 and the licensing rules for national banks (at 12 CFR 5.471) and federal savings associations (at 12 CFR 163.80 and 12 CFR 163.812). The new guidelines apply to all subordinated debt issued by national banks and federal savings associations (collectively, bank or banks), regardless of whether the subordinated debt is included in regulatory capital.
The OCC also is revising the “Sample Subordinated Note” (at appendix B of the “Subordinated Debt" booklet) and replacing it with two sample notes for national banks. The first note provides sample language for a subordinated debt note included in tier 2 capital, and the second provides sample language for a subordinated debt note that is not included in tier 2 capital. The sample notes apply only to subordinated debt issued by a national bank because there is no pre-existing sample note for federal savings associations. The OCC is developing sample notes for federal savings associations and expects to publish the sample notes in the near future. The new guidelines and sample notes are effective for subordinated debt issued on or after April 3, 2015.
The OCC reminds all banks that they are responsible for complying with the applicable licensing rules; the regulatory capital rules, if applicable; and all other applicable laws and regulations.
Please contact Patricia D. Goings, Senior Licensing Analyst, or Patricia Roberts, Senior Licensing Analyst, Licensing Division, at (202) 649-6260; or Jean Campbell, Counsel, Legislative and Regulatory Activities Division, at (202) 649-5490.
1 See 79 Fed. Reg. 75417 (December 18, 2014).
2 The OCC has proposed moving 12 CFR 163.81 to the new 12 CFR 5.56. See 79 Fed. Reg. 33260 (June 10, 2014). In the future, the OCC will consider integrating the national bank and federal savings association rules.