Form SF-3 Supporting Statement.2018

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR FORM SF-3
A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

The Securities and Exchange Commission (the “Commission”) under the
Securities Act of 1933 (the “Securities Act”) enacted new requirements relating to assetbacked securities (“ABS”) that are designed to enhance investor protection in the ABS
market. The Securities Act carries out this purposed by requiring the filing of a
registration in connection with public distribution of ABS in the market by their issuers
and control persons. The requirements for ABS are intended to provide investors with
timely and sufficient information, reduce the likelihood of undue reliance on credit
ratings, and help restore investor confidence in the representations and warranties
regarding the assets. The Commission enhanced the shelf registration offering process
and criteria for asset-back-securities market.
Form SF-3 is the general registration form used to register asset-backed securities
because the registered process, criteria, and disclosure for ABS differ from other types of
securities. The Commission uses Form SF-3 to distinguish the ABS registration system
from the registration system for other securities.
2.

Purpose and Use of the Information Collection

The purpose of the collections of information is to provide enhanced disclosure
and transparency to investors and participants in the ABS market.
3.

Consideration Given to Information Technology

The information in each of the collections of information discussed above is filed
electronically with the Commission using Commission’s Electronic Data Gathering and
Retrieval (“EDGAR”) system.
4.

Duplication of Information
We are not aware of any rules that conflict with or substantially duplicate these

rules.
5.

Reducing the Burden on Small Entities

Form SF-3 will not impact a significant number of small entities. Rules in the
Securities Act and the Exchange Act define an issuer, other than an investment company,
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to be a “small business” or a “small organization” if it had total assets of $5 million or
less on the last day of its most recent fiscal year. As the depositor and issuing entity are
most often limited purpose entities in an ABS transaction, we focused on the sponsor in
analyzing the potential impact on small entities. The Commission is unable to further
simplify reporting requirements for small entities.
6.

Consequences of Not Conducting Collection

The objectives of offering disclosure requirements under the Securities Act could
not be met with less frequent collection of this information for asset-backed securities.
7.

Special Circumstances
None.

8.

Consultations with Persons Outside the Agency

No comments were received during the 60 day comment period prior to OMB’s
review of this submission.
9.

Payment or Gift to Respondents
Not applicable.

10.

Confidentiality
Form SF-3 is a public document.

11.

Sensitive Questions

No information of a sensitive nature, including social security numbers, will be
required under this collection of information. The information collection collects basic
Personally Identifiable Information (PII) that may include signature of the official signing
on behalf of the entity. However, the agency has determined that the information
collection does not constitute a system of record for purposes of the Privacy Act.
Information is not retrieved by a personal identifier. In accordance with Section 208 of
the E-Government Act of 2002, the agency has conducted a Privacy Impact Assessment
(PIA) of the EDGAR system, in connection with this collection of information. The
EDGAR PIA, published on January 29, 2016, is provided as a supplemental document
and is also available at https://www.sec.gov/privacy.

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12.

Estimate of Respondents Reporting Burden

For purposes of the Paperwork Reduction Act (“PRA”), we estimate that
Form SF-3 takes approximately 1,380 hours per response to comply with the collection of
information requirements and that there are 71 respondents. We derived our burden hour
estimates by estimating the average number of hours it would take an issuer to compile
the necessary information and data, prepare and review disclosure, file documents and
retain records. In connection with rule amendments to the form, we occasionally receive
PRA estimates from public commenters about incremental burdens that are used in our
burden estimates. We believe that the actual burdens will likely vary among individual
issuers based on the nature of their operations. We further estimate that 25% of the
collection of information burden is carried by the issuer internally and that 75% of the
burden of preparation is carried by outside professionals retained by the company. Based
on our estimates, we calculated the total reporting burden to be 24,495 hours ((0.25% x
1,380 total burden hours per response) x 71 responses). For administrative convenience,
the presentation of the totals related to the paperwork burden hours have been rounded to
the nearest whole number and the cost totals have been rounded to the nearest dollar.
The estimated burden hours are made solely for the purpose of the Paperwork Reduction
Act.
13.

Estimate of Total Annualized Cost Burden

We estimate that 75% of 1,380 total hours per response (345 hours) is prepared by
outside consultant hired by the company. We estimate that it will cost $1,200 per hour
($1,200 x 345 hours per response x 71 responses) for a total of 29,394,000. We estimate
an hourly cost of $1,200 for outside legal and accounting services used in connection
with public company reporting. This estimate is based on our consultations with
registrants and professional firms who regularly assist registrants in preparing and filing
disclosure documents with the Commission. Our estimates reflect average burdens, and
therefore, some companies may experience costs in excess of our estimates and some
companies may experience costs that are lower than our estimates. For administrative
convenience, the presentation of the totals related to the paperwork burden hours have
been rounded to the nearest whole number and the cost totals have been rounded to the
nearest dollar. The cost estimate is made solely for the purpose of the Paperwork
Reduction Act.
14.

Cost to Federal Government

We estimate annualized cost to the government will be $50,000 per year for the
collections of information.

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15.

Reason for Change in Burden
There is no change in burden.

16.

Information Collection Planned for Statistical Purposes
Not applicable.

17.

Approval to Omit OMB Expiration Date.

We request authorization to omit the expiration date on the electronic version of
the form. Including the expiration date on the electronic version of the form will result in
increased costs, because the need to make changes to the form may not follow the
application’s scheduled version release dates. The OMB control number will be
displayed.
18.

Exceptions to Certification for Paperwork Reduction Act Submissions
Not applicable.

B.

STATISTICAL METHODS
Not applicable.

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