Sch14D-1F.Supp.2019

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR SCHEDULE 14D-1F

A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

The disclosure requirements for persons engaging in corporate control
transactions are designed to make material facts concerning the nature of the transaction
and the participants known so that security holders have the opportunity to make
informed investment decisions. Disclosure of this information is required primarily by
the rules adopted under the William’s Act amendments to the Securities Exchange Act of
1934 (“Exchange Act”) and the proxy rules promulgated under Section 14(a) of the
Exchange Act.
Section 14(d) and 14(e) of the Exchange Act provide for the regulation of tender
offers and the filing of disclosure documents by the parties to the transaction. Schedule
14D-1F is filed by any person making a cash tender or exchange offer for securities of
any foreign private issuer incorporated or organized under the laws of Canada and less
than 40 percent of the foreign private issuer’s securities are held by U.S. holders. The
disclosure items of Schedule 14D-1F, which incorporates the disclosure documents filed
with one or more Canadian securities commissions, reflect the Commission’s experience
and best judgment as to the information regarding the tender offer that should be required
to be disclosed to shareholders. Schedule 14D-1F under the multijurisdictional disclosure
system is designed to facilitate cross-border transactions in securities of Canadian issuers.
2.

Purpose and Use of the Information Collection

The information required to be filed with the Commission permits verification of
compliance with securities law requirements and assures the public availability and
dissemination of such information. Private contractors reproduce much of the filed
information and provide it to private parties. The information filed with Schedule
14D-1F can be used by security holders, investors, broker-dealers, investment banking
firms, professional securities analysts and others in evaluating securities and making
investment decisions with respect to such securities.
3.

Consideration Given to Information Technology

Schedule 14D-1F is filed electronically using the Commission’s Electronic Data
Gathering, Analysis and Retrieval (EDGAR) system.

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4.

Duplication of Information

Schedule 14D-1F is a document designed to provide investors in securities of
Canadian issuers with information concerning the bidder, and the Canadian issuer and its
security subject to the tender offer. This information is not otherwise readily available in
the United States.
5.

Reducing the Burden on Small Entities

Persons making a cash tender or exchange offer for the securities of a foreign
private issuer organized under the laws of Canada would file a Schedule 14D-1F. These
bidders should have the resources available to prepare the necessary information for the
Commission.
6.

Consequences of Not Conducting Collection

Persons conducting tender offers for the securities of Canadian issuers would find
it more difficult and expensive to comply with the Commission’s rules and regulations in
the absence of the Schedule which permits such persons to provide U.S. investors with
the information required in Canada.
7.

Special Circumstances
There are no special circumstances.

8.

Consultations with Persons Outside the Agency

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

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

10.

Confidentiality

Schedule 14D-1F is a public document. However, confidential treatment is
available in limited circumstances.

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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, home address, telephone
number, zip code, 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 January 29, 2016 is provided as a supplemental document and
is also available at https://www.sec.gov/privacy.
12.

Estimate of Respondent Reporting Burden

Schedule 14D-1F takes approximately 2 hours to prepare and is filed by
approximately 2 respondents annually for a total reporting burden of 4 hours. We derived
our burden hour estimates by estimating the average number of hours it would take a
bidder 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 the bidder would prepare 100% of
Schedule 14D-1F requirements. 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
There is no separate cost burden associated with this information collection.

14.

Costs to Federal Government

Regarding the cost to the Federal Government, the Commission costs associated
with the multijurisdictional registration system are approximately $5,000.
15.

Reason for Changes in Burden
There is no change in the burden.

16.

Information Collection Planned for Statistical Purposes
Schedule 14D-1F does not employ statistical methods.

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17.

Approval to Omit 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 is no exception to certification for Paperwork Reduction Act in connection
with Schedule 14D-1F submission.
B.

STATISTICAL METHODS
Schedule 14D-1F does not employ statistical methods.