View Information Collection Request (ICR) Package
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Please note that the OMB number and expiration date may not have been determined when this Information Collection Request and associated Information Collection forms were submitted to OMB. The approved OMB number and expiration date may be found by clicking on the Notice of Action link below.
View ICR - OIRA Conclusion
OMB Control No:
3235-0324
ICR Reference No:
202105-3235-004
Status:
Historical Active
Previous ICR Reference No:
201911-3235-029
Agency/Subagency:
SEC
Agency Tracking No:
CF 270-287
Title:
Form S-4 - Registration Statement
Type of Information Collection:
Revision of a currently approved collection
Common Form ICR:
No
Type of Review Request:
Regular
OIRA Conclusion Action:
Approved without change
Conclusion Date:
07/22/2021
Retrieve Notice of Action (NOA)
Date Received in OIRA:
06/07/2021
Terms of Clearance:
Inventory as of this Action
Requested
Previously Approved
Expiration Date
10/31/2022
36 Months From Approved
10/31/2022
Responses
588
0
551
Time Burden (Hours)
562,362
0
562,465
Cost Burden (Dollars)
677,255,579
0
677,378,579
Abstract:
Form S-4 is the form used for registration under the Securities Act of 1933 of securities issued in business combination transactions.
Authorizing Statute(s):
US Code:
15 USC 77c, 77f, 77g, 77h, 77j,
Name of Law: Securities Act of 1933
US Code:
15 USC 77s(a), 77z-3
Name of Law: Securities Act of 1933
US Code:
15 USC 78c(b), 78l, 78m, 78o(d)
Name of Law: Securities Exchange Act of 1934
US Code:
15 USC 78w(a), 78mm
Name of Law: Securities Exchange Act of 1934
Citations for New Statutory Requirements:
None
Associated Rulemaking Information
RIN:
Stage of Rulemaking:
Federal Register Citation:
Date:
3235-AM12
Final or interim final rulemaking
85 FR 21940
04/20/2020
Federal Register Notices & Comments
Did the Agency receive public comments on this ICR?
No
Number of Information Collection (IC) in this ICR:
1
IC Title
Form No.
Form Name
Form S-4 - Registration Statement
SEC 2077
Form S-4 - Registration Statement
ICR Summary of Burden
Total Approved
Previously Approved
Change Due to New Statute
Change Due to Agency Discretion
Change Due to Adjustment in Estimate
Change Due to Potential Violation of the PRA
Annual Number of Responses
588
551
0
37
0
0
Annual Time Burden (Hours)
562,362
562,465
0
-103
0
0
Annual Cost Burden (Dollars)
677,255,579
677,378,579
0
-123,000
0
0
Burden increases because of Program Change due to Agency Discretion:
No
Burden Increase Due to:
Burden decreases because of Program Change due to Agency Discretion:
Yes
Burden Reduction Due to:
Changing Regulations
Short Statement:
The amendments to the Regulation S-X financial disclosure requirements are applicable to registered debt offerings that include credit enhancements, such as subsidiary guarantees. The amendments are intended to both improve the quality of disclosure and increase the likelihood that issuers will conduct credit enhanced debt offerings on a registered basis. The amendments clarify, consolidate, relocate and eliminate some disclosures of the credit enhancement requirements. The amendments focus on material information regarding guarantees and other credit enhancements, and eliminate prescriptive requirements that have imposed unnecessary burdens and incentivized issuers of securities with guarantees and other credit enhancements to offer and sell those securities in unregistered offerings. All together, the Commission believes these effects will facilitate more registered offerings of guaranteed and collateralized debt securities, thereby affording investors protection they may not otherwise have had in debt offerings conducted in the private markets. For purposes of the Paperwork Reduction Act, the Commission estimates that the final amendments will result in 37 additional filings of Form S-4, as well as a net decrease of 103 burden hours and a net decrease of $123,000 in the cost burden of the form.
Annual Cost to Federal Government:
$103,479,690
Does this IC contain surveys, censuses, or employ statistical methods?
No
Does this ICR request any personally identifiable information (see
OMB Circular No. A-130
for an explanation of this term)? Please consult with your agency's privacy program when making this determination.
Yes
Does this ICR include a form that requires a Privacy Act Statement (see
5 U.S.C. §552a(e)(3)
)? Please consult with your agency's privacy program when making this determination.
No
Is this ICR related to the Affordable Care Act [Pub. L. 111-148 & 111-152]?
No
Is this ICR related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, [Pub. L. 111-203]?
No
Is this ICR related to the American Recovery and Reinvestment Act of 2009 (ARRA)?
No
Is this ICR related to the Pandemic Response?
No
Agency Contact:
Sean Harrison 202 942-2910
Common Form ICR:
No
On behalf of this Federal agency, I certify that the collection of information encompassed by this request complies with 5 CFR 1320.9 and the related provisions of 5 CFR 1320.8(b)(3).
The following is a summary of the topics, regarding the proposed collection of information, that the certification covers:
(a) It is necessary for the proper performance of agency functions;
(b) It avoids unnecessary duplication;
(c) It reduces burden on small entities;
(d) It uses plain, coherent, and unambiguous language that is understandable to respondents;
(e) Its implementation will be consistent and compatible with current reporting and recordkeeping practices;
(f) It indicates the retention periods for recordkeeping requirements;
(g) It informs respondents of the information called for under 5 CFR 1320.8 (b)(3) about:
(i) Why the information is being collected;
(ii) Use of information;
(iii) Burden estimate;
(iv) Nature of response (voluntary, required for a benefit, or mandatory);
(v) Nature and extent of confidentiality; and
(vi) Need to display currently valid OMB control number;
(h) It was developed by an office that has planned and allocated resources for the efficient and effective management and use of the information to be collected.
(i) It uses effective and efficient statistical survey methodology (if applicable); and
(j) It makes appropriate use of information technology.
If you are unable to certify compliance with any of these provisions, identify the item by leaving the box unchecked and explain the reason in the Supporting Statement.
Certification Date:
06/07/2021
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