Form T-1.SupportingStatement.2012

SUPPORTING STATEMENT 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.

Purposes and Use of the Information Collection

Form T-1 is reviewed by the staff in deciding whether to qualify an indenture relating to
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 EDGAR system as a part of a company’s registration statement.
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.

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5.

Reducing the Burden on Small Entities

Not applicable.
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

Not applicable.
8.

Consultations with Persons Outside the Agency

Form T-1 was proposed for public comment. 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

Not applicable.
10.

Confidentiality

All documents filed with the Commission are public documents.
11.

Sensitive Questions

Not applicable.
12.

Estimate of Respondent Reporting Burden

Form T-1 takes approximately 15 hours per response to prepare and is filed by
approximately 13 respondents. We estimate that 25% of the 15 hours (4 hours) is prepared by
the company for a total annual reporting burden of 52 hours (4 hours per response x 13
responses). The estimated burden hours is made solely for the purposes of the Paperwork
Reduction Act. It is not derived from a comprehensive or even a representative survey or study
of the cost of Commission rules and forms.

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13.

Estimate of Total Annualized Cost Burden

We estimate that 75% of the 15 hours per response (11 outside hours) is prepared by the
filer’s outside counsel. We estimate that it will cost $400 per hour ($400 x 11 hours per response
x 13 responses) for a total cost of $57,200. The cost estimate is made solely for the purpose of
the Paperwork Reduction Act.
14.

Costs to Federal Government

The estimated cost to the government is approximately $3,653 a year to administer Form
T-1. This estimate is solely for the purpose of the Paperwork Reduction Act and is not derived
from a comprehensive or even a representative survey or study of the cost of Commission rules
and forms.
15.

Reason for Change in Burden

Not applicable.
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 this form
for design and scheduling reasons. The OMB control number will be displayed.
18.

Exceptions to Certification for Paperwork Reduction Act Submissions

Not applicable.

B.

STATISTICAL METHODS
Not applicable.