Form SF-3 Supporting Statement.2021

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR FORM SF-3
A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

The Securities and Exchange Commission (the “Commission”) under the
Securities Act of 1933 (the “Securities Act”) enacted new requirements relating to assetbacked securities (“ABS”) that are designed to enhance investor protection in the ABS
market. The Securities Act carries out this purposed by requiring the filing of a
registration in connection with public distribution of ABS in the market by their issuers
and control persons. The requirements for ABS are intended to provide investors with
timely and sufficient information, reduce the likelihood of undue reliance on credit
ratings, and help restore investor confidence in the representations and warranties
regarding the assets. The Commission enhanced the shelf registration offering process
and criteria for asset-back-securities market.
Form SF-3 is the general registration form used to register asset-backed securities
because the registered process, criteria, and disclosure for ABS differ from other types of
securities. The Commission uses Form SF-3 to distinguish the ABS registration system
from the registration system for other securities.
2.

Purpose and Use of the Information Collection

The purpose of the collections of information is to provide enhanced disclosure
and transparency to investors and participants in the ABS market.
3.

Consideration Given to Information Technology

The information in each of the collections of information discussed above is filed
electronically with the Commission using Commission’s Electronic Data Gathering,
Analysis and Retrieval (“EDGAR”) system.
4.

Duplication of Information
We are not aware of any rules that conflict with or substantially duplicate these

rules.

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5.

Reducing the Burden on Small Entities

Form SF-3 will not impact a significant number of small entities. Rules in the
Securities Act and the Exchange Act define an issuer, other than an investment company,
to be a “small business” or a “small organization” if it had total assets of $5 million or
less on the last day of its most recent fiscal year. As the depositor and issuing entity are
most often limited purpose entities in an ABS transaction, we focused on the sponsor in
analyzing the potential impact on small entities. The Commission is unable to further
simplify reporting requirements for small entities.
6.

Consequences of Not Conducting Collection

The objectives of offering disclosure requirements under the Securities Act could
not be met with less frequent collection of this information for asset-backed securities.
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 gift has been provided to any respondents.

10.

Confidentiality
Form SF-3 is a public document.

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 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.
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12.

Estimate of Respondents Reporting Burden
Estimated Reporting Burden
Information
Collection
Title

OMB Control
Number

Number of
Responses

Burden
Hours

Form SF-3

3235-0690

71

24,552

For purposes of the Paperwork Reduction Act (“PRA”), we estimate that
Form SF-3 takes approximately 1,383.2113 hours per response to comply with the
collection of information requirements and that there are approximately 71 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 issuers based on the nature of their operations. We further
estimate that 25% of the collection of information burden is carried by the issuer
internally and that 75% of the burden of preparation is carried by outside professionals
retained by the company. Based on our estimates, we calculated the total reporting
burden to be 24,552 hours ((0.25% x 1,383.2113 total burden hours per response) x 71
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.

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13.

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

OMB Control
Number

Number of
Responses

Cost
Burden

Form SF-3

3235-0690

71

$29,463,225

We estimate that 75% of 1,383.21 total hours per response (1037.41 hours) is
prepared by outside consultant hired by the company. We estimate that it will cost
$400.0106 per hours (400.010 hours per response x 1037.41 hours per response x 71
responses) for a total cost of $29,463,225. We estimate an hourly cost of $400.0106 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
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.
14.

Cost 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 $103,479,690 in fiscal
year 2019, based on the Commission’s computation of the value of staff time devoted to
this activity and related overhead.
15.

Reason for Change in Burden
There is no change in burden.

16.

Information Collection Planned for Statistical Purposes
The information collection is not planned for statistical purposes.

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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
submissions.

B.

STATISTICAL METHODS
The information collection does not employ statistical methods

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