Tender Offer--Regulation 14D and Regulation 14E, Schedule 14D-9

Forms and Documents

Document Name	Status
Schedule 14D-9.SupportingStatement.2023.pdf Supporting Statement A	2023-12-20
Schedule 14D-9.30 Day Federal Register Notice.88FR85963.pdf Supplementary Document	2023-12-20
Schedule 14D-9.60 Day Federal Register Notice.88FR68784.pdf Supplementary Document	2023-12-20
March 22, 2023 EDGAR PIA.pdf Supplementary Document	2023-12-05

IC Document Collections

IC ID	Document Title	Status
34354	Tender Offer-Regulation 14D and Regulation 14E, Schedule 14D-9	Modified

ICR Details

OMB Control No: 3235-0102	ICR Reference No: 202312-3235-005
Status: Received in OIRA	Previous ICR Reference No: 202010-3235-011
Agency/Subagency: SEC	Agency Tracking No: CF 270-114
Title: Tender Offer--Regulation 14D and Regulation 14E, Schedule 14D-9
Type of Information Collection: Extension without change of a currently approved collection	Common Form ICR:  No
Type of Review Request: Regular	Date Submitted to OIRA: 12/20/2023

	Requested	Previously Approved
Expiration Date	36 Months From Approved	12/31/2023
Responses	63	169
Time Burden (Hours)	4,104	11,009
Cost Burden (Dollars)	7,386,876	13,210,392

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Abstract: Regulation 14D and Regulation 14E and related Schedule 14D-9 requires information important to security holders in deciding how to respond to tender offers.

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Authorizing Statute(s): US Code: 15 USC 78m, 78n(a), 78n-1, 78w(a) Name of Law: Securities Exchange Act of 1934
   US Code: 15 USC 78mm Name of Law: Securities Exchange Act of 1934
   US Code: 15 USC 77c(b), 77f, 77g, 77j, 77s(a) Name of Law: Securities Act of 1933
  

Citations for New Statutory Requirements: None

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Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
	Not associated with rulemaking

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Federal Register Notices & Comments
60-day Notice:	Federal Register Citation:	Citation Date:
	88 FR 68784	10/04/2023
30-day Notice:	Federal Register Citation:	Citation Date:
	88 FR 85963	12/11/2023
Did the Agency receive public comments on this ICR? No

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Number of Information Collection (IC) in this ICR: 1

IC Title	Form No.	Form Name
Tender Offer-Regulation 14D and Regulation 14E, Schedule 14D-9

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ICR Summary of Burden

	Total Request	Previously Approved	Change Due to New Statute	Change Due to Agency Discretion	Change Due to Adjustment in Estimate	Change Due to Potential Violation of the PRA
Annual Number of Responses	63	169	0	0	-106	0
Annual Time Burden (Hours)	4,104	11,009	0	0	-6,905	0
Annual Cost Burden (Dollars)	7,386,876	13,210,392	0	0	-5,823,516	0

Burden increases because of Program Change due to Agency Discretion: No

Burden Increase Due to:

Burden decreases because of Program Change due to Agency Discretion: No

Burden Reduction Due to:

Short Statement: The decrease of 6,905 in burden hours and the decrease in cost burden of ($5,823,516) is due to a decrease in the number of filings filed with the Commission.

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Annual Cost to Federal Government: $129,168,390

Does this IC contain surveys, censuses, or employ statistical methods? No

Does this ICR request any personally identifiable information (see OMB Circular No. A-130 for an explanation of this term)? Please consult with your agency's privacy program when making this determination.     Yes

Does this ICR include a form that requires a Privacy Act Statement (see 5 U.S.C. §552a(e)(3))? Please consult with your agency's privacy program when making this determination.     No

Is this ICR related to the Affordable Care Act [Pub. L. 111-148 & 111-152]? No

Is this ICR related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, [Pub. L. 111-203]? No

Is this ICR related to the American Recovery and Reinvestment Act of 2009 (ARRA)? No

Is this ICR related to the Pandemic Response? No

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Common Form ICR:  No

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On behalf of this Federal agency, I certify that the collection of information encompassed by this request complies with 5 CFR 1320.9 and the related provisions of 5 CFR 1320.8(b)(3).

The following is a summary of the topics, regarding the proposed collection of information, that the certification covers:

(a) It is necessary for the proper performance of agency functions;

(b) It avoids unnecessary duplication;

(c) It reduces burden on small entities;

(d) It uses plain, coherent, and unambiguous language that is understandable to respondents;

(e) Its implementation will be consistent and compatible with current reporting and recordkeeping practices;

(f) It indicates the retention periods for recordkeeping requirements;

(g) It informs respondents of the information called for under 5 CFR 1320.8 (b)(3) about:

(i) Why the information is being collected;

(ii) Use of information;

(iii) Burden estimate;

(iv) Nature of response (voluntary, required for a benefit, or mandatory);

(v) Nature and extent of confidentiality; and

(vi) Need to display currently valid OMB control number;

(h) It was developed by an office that has planned and allocated resources for the efficient and effective management and use of the information to be collected.

(i) It uses effective and efficient statistical survey methodology (if applicable); and

(j) It makes appropriate use of information technology.

If you are unable to certify compliance with any of these provisions, identify the item by leaving the box unchecked and explain the reason in the Supporting Statement.

Certification Date: 12/20/2023

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