Rule 13e-1.Supporting Statement.2016

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR RULE 13e-1

A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

Section 13(e) of the Securities Exchange Act of 1934 (the “Act”) makes it unlawful
for an issuer to purchase its own equity securities unless the purchase is in compliance with
such rules and regulations as set forth by the Commission for protection of public interest or
for the protection of the investors.
In order to facilitate compliance with Section 13(e), the Commission adopted
Rule 13e-1. Rule 13e-1 clearly states that an issuer that has received notice that it is the
subject of a tender offer made under Section 14(d)(1) of the Act (15 U.S.C. 78n), that has
commenced under Rule 14d-2, cannot purchase any of its equity securities during the tender
offer unless the issuer first files a statement with the Commission containing the required
information under Rule 13e-1. This rule is in keeping with the Commission’s statutory
responsibility to prescribe rules and regulations that are necessary for the protection of
investors.
2.

Purpose and Use of the Information Collection

The principal function of rules under the Securities laws’ disclosure provisions is to
make information available to the securities markets. The Commission uses very little of
the collected information for itself, except on an occasional basis in the enforcement of the
securities laws. The information required by the Commission assures the public availability
and dissemination of such information.
3.

Consideration Given to Information Technology

The Rule 13e-1 submissions are filed using the Electronic Data Gathering, Analysis
and Retrieval System (EDGAR).
4.

Duplication of Information

There is no other public source for the information collection under Rule 13e-1 of
Securities Act of 1933.

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5.

Reducing the Burden on Small Entities

Small businesses are not required to file an information statement under Rule 13e-1
because the statement is only required by an issuer, that has a class of equity securities
registered pursuant to Section 12 of the Exchange Act.
6.

Consequences of Not Conducting Collection

The legislative intent behind this information collection requirement could not be
met by fewer collections.
7.

Special Circumstances
Not applicable.

8.

Consultations with Persons Outside the Agency

Rule 13e-1 was proposed for public comment. No public comments were received
during the 60-day comment period prior to OMB’s review of this submission.
9.

Payments or Gift to Respondents
Not applicable.

10.

Confidentiality
Not applicable.

11.

Sensitive Questions

This collection does not contain any personal identifiable Information (PII). The
Privacy Impact Assessment (PIA) is provided as a supplemental document.
12.

Estimate of Respondent Reporting Burden

For purposes of the Paperwork Reduction Act (“PRA”), we estimate that Rule 13e-1
takes approximately 10 hours per response to comply with the collection of information
requirements and is filed by 10 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 companies based on the
size and complexity of their organization and the nature of their operations. We further
estimate that 25% of the collection of information burden is carried by the issuer internally

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and that 75% of the burden of preparation is carried by outside professionals retained by the
issuer to assist in the preparation of the form. Based on our estimates, we calculated the
total reporting burden to be 25 hours (0.25 x 10 hours per response) x 10 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 the 10 hours per response (7.5 outside hours) is prepared
by the issuer’s outside counsel. We estimate that it will cost $400 per hour ($400 x 7.5
hours per response x 10 responses) for a total cost of $30,000. 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 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.

Costs to Federal Government

The estimated cost to the Commission to review and process statements filed
pursuant to Rule 13e-1 is approximately $1,500.
15.

Reason for Change in Burden

The decrease in burden of 25 hours and the decrease in cost burden of $30,000 is
due to an adjustment. Both the decrease in burden hours and cost burden are due to a
decrease in the number of respondents providing the required information under Rule 13e-1.
16.

Information Collection Planned for Statistical Purposes
Not applicable.

17.

Approval to Omit OMB Expiration Date
The Commission is not seeking approval to omit the expiration date.

18.

Exceptions to Certification for Paperwork Reduction Act Submissions
Not applicable.

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B.

STATISTICAL METHODS
Not applicable.