
[Federal Register Volume 80, Number 36 (Tuesday, February 24, 2015)]
[Notices]
[Pages 9758-9759]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2015-03670]


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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.
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    \1\ See SEC File No. 270-330, OMB Control No. 3235-0372, 79 FR 
68730.
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    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.
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    \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.
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    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: 
Shagufta_Ahmed@omb.eop.gov; 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: PRA_Mailbox@sec.gov. 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


