Form T-6.SS.2022

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR FORM T-6
A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

Under the Trust Indenture Act of 1939 (“Act”) a foreign corporation or other person
proposing to serve as trustee under a qualified indenture must state its eligibility and qualification
to serve as trustee on Form T-6 that is filed with the Securities and Exchange Commission
(“Commission”).
As required by Section 310(a)(1) of the Act, the foreign trustee must provide evidence that
it is authorized to exercise corporate trust powers, it is subject to supervision or examination by
authority of the foreign government or a political subdivision thereof substantially equivalent to
supervision or examination applicable to U.S. institutional trustees, and U.S. institutional
investors are eligible to act as sole trustees under indentures in the foreign jurisdiction. In
addition, the form requires the foreign trustee to file a report of condition and a written consent to
service of process.
Additional information required by the form regards possible conflicts of interest, which
would disqualify the trustee from serving. This information relates to affiliations with the issuer or
its underwriters, the amount of voting securities of the trustee, any 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 the underwriters owned or held by the trustee, ownership or
holdings by the trustee of voting securities of affiliates of the issuer, and ownership or holdings by
the trustee of any securities of a person owning 50% or more of the voting securities of the issuer.
2.

Purpose and Use of the Information Collection

The information in the Form T-6 provides a basis for deciding that a foreign trustee is
qualified. If the information contained in the Form T-6 were collected, the basis for that decision
would be unavailable.
3.

Consideration Given to Information Technology

Form T-6 must be filed electronically using the Commission’s Electronic Data Gathering,
Analysis, and Retrieval (EDGAR) system.

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4.

Duplication of Information

Form T-6 contains information regarding an applicant’s current relationships with a
particular issuer and other specific entities. This information is not duplicated.
5.

Reducing the Burden on Small Entities

Small entities do not file Form T-6.
6.

Consequences of Not Conducting Collection

Form T-6 is filed only once and discloses information essential to determine
the eligibility of foreign trustees under Section 310(a)(1) of the Act. Failure to collect
this information would eliminate a basis for qualification of the indenture.
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

All documents filed with the Commission are public documents.
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.

12.

Estimate of Respondent Reporting Burden
Estimated Reporting Burden
Information
Collection
Title
Form T-6

OMB Control
Number

Number of
Responses

Burden
Hours

3235-0391

1

4

For purposes of the Paperwork Reduction Act (“PRA”), we estimate that Form T-6 takes
approximately 17 hours per response to comply with the collection of information requirements
and is filed by approximately 1 respondent. We derived our burden hour estimates by estimating
the average number of hours it would take the trustee to compile the necessary information to
determine eligibility to serve as a trustee for qualified indenture. 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 further estimate that 25% (4.25
hours) of the collection of information burden is carried by the trustee internally and that 75%
(12.75 hours) of the burden of preparation is carried by outside professionals retained by the
trustee to assist in the preparation of the form. Based on our estimates, we calculated the total
reporting burden to be 4 hours (4.25 hours per response x 1 responses). For administrative
convenience, the paperwork burden hours has been rounded to the nearest whole number. The
burden estimate for the hours is made solely for the purpose of the Paperwork Reduction Act.
13.

Estimate of Total Annualized Cost Burden
Estimated Cost Burden
Information
Collection
Title
Form T-6

OMB Control
Number

Number of
Responses

Cost
Burden

3235-0391

1

$5,100

We estimate that 75% of the 17 hours per response (12.75 burden hours) is prepared by the
filer’s outside counsel. We estimate that it will cost $400 per hour ($400 x 12.75 hours x 1
response) for a total cost of $5,100. We estimate an hourly cost of $400 for outside legal and
accounting services used in connection with a 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 paperwork cost burden has been rounded to the nearest dollar. The cost burden
estimate is made solely for the purpose of the Paperwork Reduction Act.

14.

Costs 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 $119,447,840 in fiscal year 2020, 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.
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.
A.

STATISTICAL METHODS
The information collection does not employ statistical methods.