83 FR 18358 - Proposed Collection; Comment Request
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 83, Issue 81 (April 26, 2018)
Federal Register Volume 83, Issue 81 (April 26, 2018)
| Page Range | 18358-18358 | |
| FR Document | 2018-08821 |
[Federal Register Volume 83, Number 81 (Thursday, April 26, 2018)] [Notices] [Page 18358] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2018-08821] [[Page 18358]] ======================================================================= ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Proposed Collection; Comment Request Upon Written Request Copies Available From: U.S. Securities and Exchange Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 20549-2736. Extension: Rule 15c2-12, SEC File No. 270-330, OMB Control No. 3235-0372. Notice is hereby given that pursuant to the Paperwork Reduction Act of 1995 (``PRA'') (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission (``Commission'') is soliciting comments on the existing collection of information provided for in Rule 15c2-12--Municipal Securities Disclosure (17 CFR 240.15c2-12) under the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) (``Exchange Act''). The Commission plans to submit this existing collection of information to the Office of Management and Budget (``OMB'') for extension and approval. Paragraph (b) of Rule 15c2-12 requires underwriters of municipal securities: (1) To obtain and review an official statement ``deemed final'' by an issuer of the securities, except for the omission of specified information prior to making a bid, purchase, offer, or sale of municipal securities; (2) in non-competitively bid offerings, to send, upon request, a copy of the most recent preliminary official statement (if one exists) to potential customers; (3) to contract with the issuer to receive, within a specified time, sufficient copies of the final official statement to comply with Rule 15c2-12's delivery requirement and the rules of the Municipal Securities Rulemaking Board (``MSRB''); (4) to send, upon request, a copy of the final official statement to potential customers for a specified period of time; and (5) before purchasing or selling municipal securities in connection with an offering, to reasonably determine that the issuer or the obligated person has undertaken, in a written agreement or contract, for the benefit of holders of such municipal securities, to provide certain information on a continuing basis to the MSRB in an electronic format as prescribed by the MSRB. The information to be provided consists of: (1) Certain annual financial and operating information and audited financial statements (``annual filings''); (2) notices of the occurrence of any of 14 specific events (``event notices''); and (3) notices of the failure of an issuer or obligated person to make a submission required by a continuing disclosure agreement (``failure to file notices''). Rule 15c2-12 is intended to enhance disclosure in the municipal securities market, and thereby reduce fraud, by establishing standards for obtaining, reviewing and disseminating information about municipal securities by their underwriters. Municipal offerings of less than $1 million are exempt from the rule, as are offerings of municipal securities issued in large denominations that are sold to no more than 35 sophisticated investors or have short-term maturities. It is estimated that approximately 20,000 issuers, 250 broker- dealers and the MSRB will spend a total of 115,248 hours per year complying with Rule 15c2-12. Based on data from the MSRB through September 2014 and annualized through December 2014, issuers will submit approximately 62,596 annual filings to the MSRB in 2014. Commission staff estimates that an issuer will require approximately 45 minutes to prepare and submit annual filings to the MSRB. Therefore, the total annual burden on issuers to prepare and submit 62,596 annual filings to the MSRB is estimated to be 46,947 hours. Based on data from the MSRB through September 2014 and annualized through December 2014, issuers will submit approximately 73,480 event notices to the MSRB in 2014. Commission staff estimates that an issuer will require approximately 45 minutes to prepare and submit event notices to the MSRB. Therefore, the total annual burden on issuers to prepare and submit 73,480 event notices to the MSRB is estimated to be 55,110 hours. Based on data from the MSRB through September 2014 and annualized through December 2014, issuers will submit approximately 7,063 failure to file notices to the MSRB in 2014. Commission staff estimates that an issuer will require approximately 30 minutes to prepare and submit failure to file notices to the MSRB. Therefore, the total annual burden on issuers to prepare and submit 7,063 failure to file notices to the MSRB is estimated to be 3,531 hours. Commission staff estimates that the total annual burden on broker-dealers to comply with Rule 15c2-12 is 300 hours. Finally, Commission staff estimates that the MSRB will incur an annual burden of 9,360 hours to collect, index, store, retrieve and make available the pertinent documents under Rule 15c2-12. Based on data provided by the MSRB, the Commission estimates that up to 65% of issuers may use designated agents to submit some or all of their continuing disclosure documents to the MSRB. The Commission estimates that the average total annual cost that may be incurred by issuers that use the services of a designated agent will be $9,750,000.\1\ --------------------------------------------------------------------------- \1\ 20,000 (number of issuers) x .65 (percentage of issuers that may use designated agents) x $750 (estimated average annual cost for issuer's use of designated agent) = $9,750,000. --------------------------------------------------------------------------- Written comments are invited on: (a) Whether the proposed collection of information is necessary for the proper performance of the functions of the Commission, including whether the information shall have practical utility; (b) the accuracy of the Commission's estimates of the burden of the proposed collection of information; (c) ways to enhance the quality, utility, and clarity of the information to be collected; and (d) ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology. Consideration will be given to comments and suggestions submitted in writing within 60 days of this publication. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB control number. Please direct your written comments to: Pamela Dyson, Director/ Chief Information Officer, Securities and Exchange Commission, c/o Remi Pavlik-Simon, 100 F Street NE, Washington, DC 20549, or send an email to: PRA_Mailbox@sec.gov. Dated: April 23, 2018. Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2018-08821 Filed 4-25-18; 8:45 am] BILLING CODE 8011-01-P
![18358 Federal Register / Vol. 83, No. 81 / Thursday, April 26, 2018 / Notices
SECURITIES AND EXCHANGE required by a continuing disclosure the average total annual cost that may be
COMMISSION agreement (‘‘failure to file notices’’). incurred by issuers that use the services
Rule 15c2–12 is intended to enhance of a designated agent will be
Proposed Collection; Comment disclosure in the municipal securities $9,750,000.1
Request market, and thereby reduce fraud, by Written comments are invited on: (a)
establishing standards for obtaining, Whether the proposed collection of
Upon Written Request Copies Available
reviewing and disseminating information is necessary for the proper
From: U.S. Securities and Exchange
information about municipal securities performance of the functions of the
Commission, Office of FOIA Services,
by their underwriters. Commission, including whether the
100 F Street NE, Washington, DC Municipal offerings of less than $1
20549–2736. information shall have practical utility;
million are exempt from the rule, as are (b) the accuracy of the Commission’s
Extension: offerings of municipal securities issued estimates of the burden of the proposed
Rule 15c2–12, SEC File No. 270–330, OMB in large denominations that are sold to collection of information; (c) ways to
Control No. 3235–0372. no more than 35 sophisticated investors enhance the quality, utility, and clarity
Notice is hereby given that pursuant or have short-term maturities. of the information to be collected; and
to the Paperwork Reduction Act of 1995 It is estimated that approximately (d) ways to minimize the burden of the
(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the 20,000 issuers, 250 broker-dealers and collection of information on
Securities and Exchange Commission the MSRB will spend a total of 115,248 respondents, including through the use
(‘‘Commission’’) is soliciting comments hours per year complying with Rule of automated collection techniques or
on the existing collection of information 15c2–12. Based on data from the MSRB other forms of information technology.
provided for in Rule 15c2–12— through September 2014 and annualized Consideration will be given to
Municipal Securities Disclosure (17 CFR through December 2014, issuers will comments and suggestions submitted in
240.15c2–12) under the Securities submit approximately 62,596 annual writing within 60 days of this
Exchange Act of 1934 (15 U.S.C. 78a et filings to the MSRB in 2014. publication.
seq.) (‘‘Exchange Act’’). The Commission staff estimates that an An agency may not conduct or
Commission plans to submit this issuer will require approximately 45 sponsor, and a person is not required to
existing collection of information to the minutes to prepare and submit annual respond to, a collection of information
Office of Management and Budget filings to the MSRB. Therefore, the total unless it displays a currently valid OMB
(‘‘OMB’’) for extension and approval. annual burden on issuers to prepare and control number.
Paragraph (b) of Rule 15c2–12 submit 62,596 annual filings to the Please direct your written comments
requires underwriters of municipal MSRB is estimated to be 46,947 hours. to: Pamela Dyson, Director/Chief
securities: (1) To obtain and review an Based on data from the MSRB through Information Officer, Securities and
official statement ‘‘deemed final’’ by an September 2014 and annualized through Exchange Commission, c/o Remi Pavlik-
issuer of the securities, except for the December 2014, issuers will submit Simon, 100 F Street NE, Washington,
omission of specified information prior approximately 73,480 event notices to DC 20549, or send an email to: PRA_
to making a bid, purchase, offer, or sale the MSRB in 2014. Commission staff Mailbox@sec.gov.
of municipal securities; (2) in non- estimates that an issuer will require
competitively bid offerings, to send, approximately 45 minutes to prepare Dated: April 23, 2018.
upon request, a copy of the most recent and submit event notices to the MSRB. Eduardo A. Aleman,
preliminary official statement (if one Therefore, the total annual burden on Assistant Secretary.
exists) to potential customers; (3) to issuers to prepare and submit 73,480 [FR Doc. 2018–08821 Filed 4–25–18; 8:45 am]
contract with the issuer to receive, event notices to the MSRB is estimated BILLING CODE 8011–01–P
within a specified time, sufficient to be 55,110 hours. Based on data from
copies of the final official statement to the MSRB through September 2014 and
comply with Rule 15c2–12’s delivery annualized through December 2014, SECURITIES AND EXCHANGE
requirement and the rules of the issuers will submit approximately 7,063 COMMISSION
Municipal Securities Rulemaking Board failure to file notices to the MSRB in [Release No. 34–83077; File No. SR–Phlx–
(‘‘MSRB’’); (4) to send, upon request, a 2014. Commission staff estimates that 2018–30]
copy of the final official statement to an issuer will require approximately 30
potential customers for a specified minutes to prepare and submit failure to Self-Regulatory Organizations; Nasdaq
period of time; and (5) before file notices to the MSRB. Therefore, the PHLX LLC; Notice of Filing and
purchasing or selling municipal total annual burden on issuers to Immediate Effectiveness of Proposed
securities in connection with an prepare and submit 7,063 failure to file Rule Change To Incorporate by
offering, to reasonably determine that notices to the MSRB is estimated to be Reference The Nasdaq Stock Market
the issuer or the obligated person has 3,531 hours. Commission staff estimates LLC’s Consolidated Audit Trail Rules
undertaken, in a written agreement or that the total annual burden on broker- Into the Rules of Nasdaq Phlx
contract, for the benefit of holders of dealers to comply with Rule 15c2–12 is
such municipal securities, to provide 300 hours. Finally, Commission staff April 20, 2018.
certain information on a continuing estimates that the MSRB will incur an Pursuant to Section 19(b)(1) of the
basis to the MSRB in an electronic annual burden of 9,360 hours to collect, Securities Exchange Act of 1934
format as prescribed by the MSRB. The index, store, retrieve and make available (‘‘Act’’),1 and Rule 19b–4 thereunder,2
information to be provided consists of: the pertinent documents under Rule notice is hereby given that on April 10,
amozie on DSK30RV082PROD with NOTICES
(1) Certain annual financial and 15c2–12. 2018, Nasdaq PHLX LLC (‘‘Phlx’’ or
operating information and audited Based on data provided by the MSRB,
1 20,000 (number of issuers) × .65 (percentage of
financial statements (‘‘annual filings’’); the Commission estimates that up to
issuers that may use designated agents) × $750
(2) notices of the occurrence of any of 65% of issuers may use designated (estimated average annual cost for issuer’s use of
14 specific events (‘‘event notices’’); and agents to submit some or all of their designated agent) = $9,750,000.
(3) notices of the failure of an issuer or continuing disclosure documents to the 1 15 U.S.C. 78s(b)(1).
obligated person to make a submission MSRB. The Commission estimates that 2 17 CFR 240.19b–4.
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Document Created: 2018-11-02 08:20:00
Document Modified: 2018-11-02 08:20:00
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
| Publisher | Office of the Federal Register, National Archives and Records Administration | |
| Section | Notices | |
| FR Citation | 83 FR 18358 |
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