Form T-1.SupportingStatement.2022

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR FORM T-1

A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

A corporation proposing to serve as trustee under an indenture to be qualified under the
Trust Indenture Act of 1939 (“Act”) must state its eligibility and qualification on a Form T-1
filed with the Securities and Exchange Commission (“Commission”). The information called for
relates to a potential trustee’s eligibility to serve. The form requires the potential trustee to show
that it has the authority to exercise trust powers and to include a copy of a call sheet filed with the
banking authorities disclosing summary financial information. Other information discloses
possible conflicts of interest, which would disqualify the trustee from serving. An independent
trustee is necessary to protect the debt holders and to enforce the terms of the indenture. This
information relates to affiliations with the issuer and its underwriters, the amount of voting
securities of the trustee, outstanding trusteeships under other indentures of the same issuer,
interlocking directorates and similar relationships with the issuer or its underwriters, voting
securities of the trustee owned by the issuer or its officials, voting securities of the trustee owned
by underwriters of the issuer, securities of the issuer owned or held by the trustee, securities of
underwriters owned or held by the trustee ownership or holdings by the trustee of voting
securities of affiliates of the issuer and ownership by the trustee of any person owning 50% or
more of the voting securities of the issuer.
2.

Purpose and Use of the Information Collection

Form T-1 is reviewed by the staff in deciding whether to qualify an indenture relating to
debt securities offered to the public in an offering registered with the Commission under the
Securities Act of 1933 or, if the offering is not registered, upon application for qualification
under the Form T-3 pursuant to the Act. The information in the Form T-1 provides a basis for
deciding that the corporate trustee is qualified. If the information contained in Form T-1 was not
collected, the basis for that decision would be unavailable.
3.

Consideration Given to Information Technology

The information required by Form T-1 (Exhibit 25) is filed electronically with the
Commission on the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system as a
part of a company’s registration statement.

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4.

Duplication of Information

Form T-1 contains information regarding an applicant’s current relationships with a
particular issuer and other specific entities. The form is filed only once. There is no possibility
of duplication and similar information does not exist.
5.

Reducing the Burden on Small Entities

Small entities do not file Form T-1.
6.

Consequences of Not Conducting Collection

The information provided by Form T-1 is used to determine if the trustee is qualified
under the Trust Indenture Act of 1939. Without the information collected in Form T-1, the basis
for that decision would be unavailable.
7.

Special Circumstances

There are no special circumstances.
8.

Consultations with Persons Outside the Agency

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

Payment or Gift to Respondents

No payment or gift has been provided to any respondents.
10.

Confidentiality

All documents filed with the Commission are public documents.
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 name and job title. 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 February 5, 2020, is provided as a supplemental document and is also
available at https://www.sec.gov/privacy.

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12.

Estimate of Respondent Reporting Burden
Estimated Reporting Burden
Information
Collection
Title
Form T-1

OMB Control
Number

Number of
Responses

Burden
Hours

3235-0110

2

8

For purposes of the Paperwork Reduction Act (“PRA”), we estimate that Form T-1 takes
approximately 15 hours per response to comply with the collection of information requirements
and is filed by 2 respondents. We derived our burden hour estimates by estimating the average
number of hours it would take a trustee to compile the necessary information and data to prepare
any necessary 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 further estimate that 25% of the collection of information
burden is carried by the trustee internally and that 75% of the burden of preparation is carried by
outside professionals retained by the trustee to assist in the preparation of the form. Based on our
estimates, we calculated the total reporting burden to be 8 hours ((0.25 x 15 hours per response)
x 2 responses). For administrative convenience, the paperwork burden hours has been rounded
to the nearest whole number. The burden estimate for the hours is made solely for the purpose of
the Paperwork Reduction Act.
13.

Estimate of Total Annualized Cost Burden
Estimated Cost Burden
Information
Collection
Title
Form T-1

OMB Control
Number

Number of
Responses

Cost
Burden

3235-0110

2

$8,800

We estimate that 75% of the 15 hours per response (11 outside hours) is prepared by the
filer’s outside professionals. We estimate that it will cost $400 per hour (($400 x 11 hours per
response) x 2 responses) for a total cost of $8,800. We estimate an hourly cost of $400 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 paperwork cost burden has been rounded to the nearest dollar.
The cost burden estimate is made solely for the purpose of the Paperwork Reduction Act.

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14.

Costs to Federal Government

The annual cost of reviewing and processing disclosure documents, including registration
statements, post-effective amendments, proxy statements, annual reports and other filings of
operating companies amounted to approximately $119,447,840 in fiscal year 2020, based on the
Commission’s computation of the value of staff time devoted to this activity and related
overhead.
15.

Reason for Change in Burden

There is no change in burden.
16.

Information Collection Planned for Statistical Purposes

The information collection is not planned for statistical purposes.
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

There are no exceptions to certification for Paperwork Reduction Act submissions.

B.

STATISTICAL METHODS
The information collection does not employ statistical methods.