[Federal Register Volume 80, Number 36 (Tuesday, February 24, 2015)]
[Notices]
[Pages 9758-9759]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-03670]
=======================================================================
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Submission for OMB Review; 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.
The Commission previously published a 60-day notice on this
collection of information (the ``60-day Notice'').\1\ Commission staff
has considered the comments received in response to the 60-day Notice
and is revising many of the estimates included in the 60-day Notice. In
response to previous comment solicitations in 2008 and 2009 on the PRA
burdens associated with Rule 15c2-12, the Commission received either no
comments, or comments that did not include any quantified alternative
estimates or that did not include any supporting data. In contrast to
those previous comment solicitations, the Commission received comment
letters in response to the 60-day Notice that included comments
providing specific alternative estimates of the PRA burdens of Rule
15c2-12 and specific data to support the commenters' alternative
estimates. Based on the new information commenters provided in response
to the 60-day Notice, Commission staff is revising many of its hourly
burden estimates. It is now estimated that approximately 20,000
issuers, 250 broker-dealers, and the MSRB will spend a total of 621,758
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
seven hours 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 438,172 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 two hours to prepare and submit event
[[Page 9759]]
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
146,960 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 two hours 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 14,126 hours. Commission
staff estimates that the total annual burden on broker-dealers to
comply with Rule 15c2-12 is 22,500 hours. Finally, Commission staff
estimates that the MSRB will incur an annual burden of 12,699 hours to
collect, index, store, retrieve, and make available the pertinent
documents under Rule 15c2-12.
---------------------------------------------------------------------------
\1\ See SEC File No. 270-330, OMB Control No. 3235-0372, 79 FR
68730.
---------------------------------------------------------------------------
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.\2\ The Commission estimates that the MSRB will incur total
annual costs of $10,000 based on the MSRB's estimates of the hardware
and software costs for the MSRB's Electronic Municipal Market Access
(``EMMA'') system in the MSRB's fiscal year 2014.
---------------------------------------------------------------------------
\2\ 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 30 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.
The public may view background documentation for this information
collection at the following Web site: www.reginfo.gov. Comments should
be directed to (i) Desk Officer for the Securities and Exchange
Commission, Office of Information and Regulatory Affairs, Office of
Management and Budget, Room 10102, New Executive Office Building,
Washington, DC 20503, or by sending an email to:
[email protected]; and (ii) Pamela Dyson, Director/Chief
Information Officer, Securities and Exchange Commission, c/o Remi
Pavlik-Simon, 100 F Street NE., Washington, DC 20549, or by sending an
email to: [email protected]. Comments must be submitted to OMB within
30 days of this notice.
February 18, 2015.
Brent J. Fields,
Secretary.
[FR Doc. 2015-03670 Filed 2-23-15; 8:45 am]
BILLING CODE 8011-01-P