Form F-4.SupportingStatement.2022

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR REGISTRATION STATEMENT FORM F-4

A.

JUSTIFICATION

1.

Circumstances Making Collection of Information Necessary

Form F-4, is used by foreign private issuers to register securities in business
combinations, reorganizations and exchange offers. Form F-4 is designed to improve the
effectiveness of the business combination prospectus by requiring that information be presented
in a more accessible and meaningful format and to simplify the registration of securities issued in
such transactions. The Commission implemented these objectives by applying to business
combination transactions the principles of the foreign integrated disclosure system developed in
the context of primary offerings of securities. In some respects, this Form parallels Form S-4
used by domestic issuers to register securities issued in an exchange. The significance of the
Form F-4 is that it addresses the specific disclosure requirements, special problems and
circumstances encountered by foreign private issuers under the Securities Act when making
primary offerings in the United States.
2.

Purpose and Use of the Information Collection

The Commission for years has had a number of different registration forms to conform its
disclosure requirements to different types of registrants. If the information disclosed on
Form F-4 were not required, the objectives of the Securities Act would not be met.
3.

Consideration Given to Information Technology

Form F-4 is filed electronically using the Commission’s Electronic Data Gathering,
Analysis, and Retrieval (EDGAR) system.
4.

Duplication of Information

We are not aware of any forms or rules that conflict with or substantially duplicate the
requirements of Form F-4.
5.

Reducing the Burden on Small Entities

Investors in securities of small entities should have access to all material information in
order to evaluate a proposed offering of securities. The Commission is unable to further simplify
reporting requirements for small entities.

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6.

Consequences of Not Conducting Collection

Persons considering investments in a foreign entity that issues securities in the United
States would find it more difficult and expensive to obtain the necessary information from other
sources. Also, requiring less frequent reporting by foreign issuers would discriminate against
domestic issuers.
7.

Special Circumstances
There are no special circumstances.

8.

Consultations with Persons Outside the Agency

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

Payment or Gift to Respondents
No payment or gift has been provided to any respondents.

10.

Confidentiality
Form F-4 is available to the public.

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 a 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.
12.

Estimate of Respondent Reporting Burden
Estimated Reporting Burden
Information
Collection
Title

OMB Control
Number

Number of
Responses

Burden
Hours

Form F-4

3235-0325

39

14,021

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For purposes of the Paperwork Reduction Act (“PRA”), we estimate that Form F-4 takes
approximately 1,438.05 hours per response to comply with the collection of information
requirements and is filed by 39 foreign private issuers. We derived our burden hour estimates by
estimating the average number of hours it would take a foreign private 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 foreign private issuers based on the
nature of their operations. We further estimate that 25% of the collection of information burden
is carried by the foreign private issuer internally and that 75% of the burden of preparation is
carried by outside professionals retained by the company. Based on our estimate, we calculated
the total reporting burden to be 14,021 hours ((25% x 1,438.05 hours per response) x 39
responses). For administrative convenience, the presentation of the total related to the paperwork
burden hours has been rounded to the nearest whole number. The estimated burden hours is
made solely for the purpose of the Paperwork Reduction Act.
13.

Estimate of Total Annualized Cost Burden
Estimated Total Cost Burden
Information
Collection Title

OMB Control
Number

Number of
Responses

Burden
Hours

Form F-4

3235-0325

39

$25,237,778

We estimate an hourly cost of $600 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. Based on our estimate, we calculated the
total cost burden to be $25,237,777.5 hours ($600 hours per response x (75% x 1,438.05 total
burden hours per response) x 39 responses). For administrative convenience, the presentation of
the total related to the paperwork cost burden has been rounded to the nearest dollar. The cost
estimate is made solely for the purpose of the Paperwork Reduction Act.
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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 $125,800,170 in fiscal year 2021, based on the
Commission’s computation of the value of staff time devoted to this activity and related
overhead.

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15.

Reason for Changes in Burden

Change In Burden
Information
Collection
Title

OMB Control
Number

Cost per
Hour

Cost Burden
Adjustment

Form F-4

3235-0325

$600

$8,197,953

The increase in cost burden of $8,197,953 is due an adjustment in how the cost
burden is calculated. We recognize that the costs of retaining outside professionals may
vary depending on the nature of the professional services, but for purposes of this PRA
analysis, we estimate that such costs would be an average of $600 per hour. We are
increasing the cost estimate to $600 per hour to adjust the estimate for inflation from
August 2006 to the present.
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 submission.

B.

STATISTICAL METHODS
The information collection does not employ statistical methods.