Notice2023-08299
Agency Information Collection Activities: Information Collection Renewal; Submission for OMB Review; Securities Offering Disclosure Rules
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
April 20, 2023
Issuing agencies
Treasury DepartmentComptroller of the Currency
Abstract
The OCC, as part of its continuing effort to reduce paperwork and respondent burden, invites comment on the renewal of an information collection as required by the Paperwork Reduction Act of 1995 (PRA). An agency may not conduct or sponsor, and a respondent is not required to respond to, an information collection unless it displays a currently valid Office of Management and Budget (OMB) control number. The OCC is soliciting comment concerning renewal of an information collection titled "Securities Offering Disclosure Rules." The OCC also is giving notice that it has sent the collection to OMB for review.
Full Text
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<title>Federal Register, Volume 88 Issue 76 (Thursday, April 20, 2023)</title>
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[Federal Register Volume 88, Number 76 (Thursday, April 20, 2023)]
[Notices]
[Pages 24467-24468]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2023-08299]
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DEPARTMENT OF THE TREASURY
Office of the Comptroller of the Currency
Agency Information Collection Activities: Information Collection
Renewal; Submission for OMB Review; Securities Offering Disclosure
Rules
AGENCY: Office of the Comptroller of the Currency (OCC), Treasury.
ACTION: Notice and request for comment.
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SUMMARY: The OCC, as part of its continuing effort to reduce paperwork
and respondent burden, invites comment on the renewal of an information
collection as required by the Paperwork Reduction Act of 1995 (PRA). An
agency may not conduct or sponsor, and a respondent is not required to
respond to, an information collection unless it displays a currently
valid Office of Management and Budget (OMB) control number. The OCC is
soliciting comment concerning renewal of an information collection
titled ``Securities Offering Disclosure Rules.'' The OCC also is giving
notice that it has sent the collection to OMB for review.
DATES: Comments must be submitted on or before May 22, 2023.
ADDRESSES: Commenters are encouraged to submit comments by email, if
possible. You may submit comments by any of the following methods:
<bullet> Email: <a href="/cdn-cgi/l/email-protection#e9999b8880878f86a9868a8ac79d9b8c889ac78e869f"><span class="__cf_email__" data-cfemail="38484a5951565e5778575b5b164c4a5d594b165f574e">[email protected]</span></a>.
<bullet> Mail: Chief Counsel's Office, Attention: Comment
Processing, 1557-0120, Office of the Comptroller of the Currency, 400
7th Street SW, Suite 3E-218, Washington, DC 20219.
<bullet> Hand Delivery/Courier: 400 7th Street SW, Suite 3E-218,
Washington, DC 20219.
<bullet> Fax: (571) 293-4835.
Instructions: You must include ``OCC'' as the agency name and
``1557-0120'' in your comment. In general, the OCC will publish
comments on <a href="http://www.reginfo.gov">www.reginfo.gov</a> without change, including any business or
personal information provided, such as name and address information,
email addresses, or phone numbers. Comments received, including
attachments and other supporting materials, are part of the public
record and subject to public disclosure. Do not include any information
in your comment or supporting materials that you consider confidential
or inappropriate for public disclosure.
Written comments and recommendations for the proposed information
collection should also be sent within 30 days of publication of this
notice to <a href="http://www.reginfo.gov/public/do/PRAMain">www.reginfo.gov/public/do/PRAMain</a>. You can find this
information collection by selecting ``Currently under 30-day Review--
Open for Public Comments'' or by using the search function.
You may review comments and other related materials that pertain to
this information collection following the close of the 30-day comment
period for this notice by the method set forth in the next bullet.
<bullet> Viewing Comments Electronically: Go to <a href="http://www.reginfo.gov">www.reginfo.gov</a>.
Hover over the ``Information Collection Review'' tab and click on
``Information Collection Review'' from the drop-down menu. From the
``Currently under Review'' drop-down menu, select ``Department of
Treasury'' and then click ``submit.'' This information collection can
be located by searching by OMB control number ``1557-0120'' or
``Securities Offering Disclosure Rules.'' Upon finding the appropriate
information collection, click on the related ``ICR Reference Number.''
On the next screen, select ``View Supporting Statement and Other
Documents'' and then click on the link to any comment listed at the
bottom of the screen.
<bullet> For assistance in navigating <a href="http://www.reginfo.gov">www.reginfo.gov</a>, please
contact the Regulatory Information Service Center at (202) 482-7340.
FOR FURTHER INFORMATION CONTACT: Shaquita Merritt, OCC Clearance
Officer, (202) 649-5490, Chief Counsel's Office, Office of the
Comptroller of the Currency, 400 7th Street SW, Washington, DC 20219.
If you are deaf, hard of hearing, or have a speech disability, please
dial 7-1-1 to access telecommunications relay services.
SUPPLEMENTARY INFORMATION: Under the PRA (44 U.S.C. 3501 et seq.),
Federal agencies must obtain approval from OMB for each collection of
information that they conduct or sponsor. ``Collection of information''
is defined in 44 U.S.C. 3502(3) and 5 CFR 1320.3(c) to include agency
requests or requirements that members of the public submit reports,
keep records, or provide information to a third party. The OCC asks the
OMB to extend its approval of the collection in this notice.
Title: Securities Offering Disclosure Rules.
OMB Control No.: 1557-0120.
Type of Review: Regular.
Frequency of Response: On occasion.
Affected Public: Businesses or other for-profit.
Estimated Number of Respondents: 16.
Estimated Number of Responses: 32.
Total Annual Burden: 544 hours.
Abstract: Twelve CFR part 16 governs the offer and sale of
securities by national banks and Federal savings associations. The
requirements in part 16 enable the OCC to perform its responsibility to
ensure that the investing public has information about the condition of
the institution, the reasons for raising new capital, and the terms of
the offering. Part 16 requires that securities offering disclosures of
national banks and Federal savings associations be generally consistent
with similar Securities and Exchange Commission (SEC) disclosure
requirements.
The principal collections of information in part 16 are as follows:
Section 16.3 Registration Statement and Prospectus Requirements
A registration statement and a prospectus for a security must be
filed with the OCC. Securities of a national bank or Federal savings
association may be offered through the use of a preliminary prospectus
before a registration statement and prospectus if, among other things,
a registration statement including preliminary prospectus has been
filed with the OCC; the preliminary prospectus includes the information
required by 12 CFR 16.15 with certain exceptions; a copy of the
preliminary prospectus is furnished to each purchaser prior to or
simultaneously with the sale of the security; and the delivery of a
prospectus by dealers is subject to SEC rule 174 (17 CFR 230.174)
setting forth certain exemptions that apply to transactions by dealers
in national bank and Federal savings association issued securities.
Section 16.6 Sales of Non-Convertible Debt
Non-convertible debt, if issued in certificate form, must be
legended to provide that it cannot be exchanged for notes or debentures
of the national bank or Federal savings association in denominations
smaller than $250,000. Prior to or simultaneously with the sale
[[Page 24468]]
of the debt, each purchaser of the debt must receive an offering
document and the offering document and any amendments thereto must be
filed with the OCC. A Federal branch or agency need not comply with
certain requirements of Sec. 16.6 if it provides the OCC the
information specified in SEC Rule 12g3-2(b) (17 CFR 240.12g3-2(b)) and
provides purchasers the information specified in SEC Rule 144A(d)(4)(i)
(17 CFR 230.144A(d)(4)(i)). A Federal branch or agency that provides
the OCC with the information specified in SEC Rule 12g3-2(b) need not
incorporate that information by reference into the offering document.
However, the Federal branch or agency must make that information
available to the potential purchasers upon request.
Section 16.7 Nonpublic Offerings
Offers and sales of national bank or Federal savings association
issued securities that meet certain requirements will be exempt from
the registration and prospectus requirements of part 16 if, among other
things, the securities are offered and sold in a transaction that
satisfies the requirements of SEC Regulation D (17 CFR part 230,
Regulation D--Rules Governing the Limited Offer and Sale of Securities
Without Registration Under the Securities Act of 1933) and all
subsequent sales of national bank or Federal savings association issued
securities subject to the limitations on resale of SEC Regulation D (17
CFR part 230, Regulation D--Rules Governing the Limited Offer and Sale
of Securities Without Registration Under the Securities Act of 1933)
must be made pursuant to SEC Rule 144 (17 CFR 230.144), SEC Rule 144A
(17 CFR 230.144A), another exemption from registration under the
Securities Act referenced in Sec. 16.5, or in accordance with the
registration and prospectus requirements of Sec. 16.3.
Section 16.15 Form and Content
Any registration statement filed pursuant to part 16 must be on the
form for registration (17 CFR part 239) that the national bank or
Federal savings association would be eligible to use were it required
to register the securities under the Securities Act and must meet the
requirements of the SEC regulations referred to in the applicable form
for registration. Any registration statement or amendment filed
pursuant to part 16 must comply with the requirements of SEC Regulation
C (17 CFR part 230, Regulation C--Registration), except to the extent
those requirements conflict with specific requirements of part 16. The
registration statement for securities issued by a national bank or
Federal savings association that is not in compliance with the
regulatory capital requirements set forth in 12 CFR part 3, as
applicable, must be on the Form S-1 (17 CFR part 239) registration
statement under the Securities Act. A national bank or Federal savings
association in organization pursuant to 12 CFR 5.20 is not required to
include audited financial statements as part of its registration
statement for the offer and sale of its securities, or as part of its
offering statement for the offer and sale of its securities pursuant to
12 CFR 16.8, unless the OCC determines that factors particular to the
proposal indicate that inclusion of such statements would be in the
interest of investors or would further the safe and sound operation of
a national bank or Federal savings association.
Section 16.17 Filing Requirements and Inspection of Documents
In every instance where part 16 refers to a section of the
Securities Act or the Exchange Act or an SEC rule that requires the
filing of a notice or other document with the SEC, national banks and
Federal savings associations must file that notice or other document
with the OCC. Any filing of amendments or revisions under part 16 must
include two copies, one of which must be marked to indicate, clearly
and precisely, by underlining or in some other appropriate manner, the
changes made.
On January 18, 2023, the OCC published a notice for 60 days of
comment concerning the collection, 88 FR 2999. No comments were
received. Comments continue to be solicited on:
(a) Whether the collection of information is necessary for the
proper performance of the functions of the OCC, including whether the
information has practical utility;
(b) The accuracy of the OCC's estimate of the burden of the
information collection;
(c) Ways to enhance the quality, utility, and clarity of the
information to be collected;
(d) Ways to minimize the burden of the collection on respondents,
including through the use of automated collection techniques or other
forms of information technology; and
(e) Estimates of capital or start-up costs and costs of operation,
maintenance, and purchase of services to provide information.
Theodore J. Dowd,
Deputy Chief Counsel, Office of the Comptroller of the Currency.
[FR Doc. 2023-08299 Filed 4-19-23; 8:45 am]
BILLING CODE 4810-33-P
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</html>Indexed from Federal Register on April 20, 2023.
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