Schedule TO

Forms and Documents

Document Name	Status
Schedule TO Justification for no material or nonsubstantive change.2023 .pdf Justification for No Material/Nonsubstantive Change	2023-12-06
Schedule TO.SS.2023.pdf Supporting Statement A	2023-07-20
Schedule TO.30-Day.Federal Register Notice.pdf Supplementary Document	2023-07-20
Schedule TO.60-Day.Federal Register Notice.pdf Supplementary Document	2023-07-20
March 22, 2023 EDGAR PIA.pdf Supplementary Document	2023-07-17

IC Document Collections

IC ID	Document Title	Status
35301	Schedule TO	Modified

ICR Details

OMB Control No: 3235-0515	ICR Reference No: 202312-3235-003
Status: Active	Previous ICR Reference No: 202307-3235-008
Agency/Subagency: SEC	Agency Tracking No: CF 270-456
Title: Schedule TO
Type of Information Collection: No material or nonsubstantive change to a currently approved collection	Common Form ICR:  No
Type of Review Request: Regular
OIRA Conclusion Action: Approved without change	Conclusion Date: 12/06/2023
	Date Received in OIRA: 12/06/2023
Terms of Clearance:

	Inventory as of this Action	Requested	Previously Approved
Expiration Date	08/31/2026	08/31/2026	08/31/2026
Responses	1,378	0	1,378
Time Burden (Hours)	30,834	0	30,834
Cost Burden (Dollars)	12,333,000	0	18,500,477

---

Abstract: A reporting company that makes a tender offer for its own securities must file Schedule TO. Persons other than the reporting company making a tender offer for equity securities registered under Section 12 of the Exchange Act (which offer, if consummated, would cause that person to own over 5% of that class of the securities) also must file Schedule TO.

---

Authorizing Statute(s): US Code: 15 USC 78m, 78n, 78o, 78w(a) Name of Law: Securities Exchange Act of 1934
  

Citations for New Statutory Requirements: None

---

Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
	Not associated with rulemaking

---

Federal Register Notices & Comments
60-day Notice:	Federal Register Citation:	Citation Date:
	88 FR 24646	04/21/2023
30-day Notice:	Federal Register Citation:	Citation Date:
	88 FR 43158	07/06/2023
Did the Agency receive public comments on this ICR? No

---

Number of Information Collection (IC) in this ICR: 1

IC Title	Form No.	Form Name
Schedule TO

---

ICR Summary of Burden

	Total Approved	Previously Approved	Change Due to New Statute	Change Due to Agency Discretion	Change Due to Adjustment in Estimate	Change Due to Potential Violation of the PRA
Annual Number of Responses	1,378	1,378	0	0	0	0
Annual Time Burden (Hours)	30,834	30,834	0	0	0	0
Annual Cost Burden (Dollars)	12,333,000	18,500,477	0	0	-6,167,477	0

Burden increases because of Program Change due to Agency Discretion: No

Burden Increase Due to:

Burden decreases because of Program Change due to Agency Discretion: No

Burden Reduction Due to:

Short Statement:

---

Annual Cost to Federal Government: $125,800,170

Does this IC contain surveys, censuses, or employ statistical methods? No

Does this ICR request any personally identifiable information (see OMB Circular No. A-130 for an explanation of this term)? Please consult with your agency's privacy program when making this determination.     Yes

Does this ICR include a form that requires a Privacy Act Statement (see 5 U.S.C. §552a(e)(3))? Please consult with your agency's privacy program when making this determination.     No

Is this ICR related to the Affordable Care Act [Pub. L. 111-148 & 111-152]? No

Is this ICR related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, [Pub. L. 111-203]? No

Is this ICR related to the American Recovery and Reinvestment Act of 2009 (ARRA)? No

Is this ICR related to the Pandemic Response? No

---

Common Form ICR:  No

---

On behalf of this Federal agency, I certify that the collection of information encompassed by this request complies with 5 CFR 1320.9 and the related provisions of 5 CFR 1320.8(b)(3).

The following is a summary of the topics, regarding the proposed collection of information, that the certification covers:

(a) It is necessary for the proper performance of agency functions;

(b) It avoids unnecessary duplication;

(c) It reduces burden on small entities;

(d) It uses plain, coherent, and unambiguous language that is understandable to respondents;

(e) Its implementation will be consistent and compatible with current reporting and recordkeeping practices;

(f) It indicates the retention periods for recordkeeping requirements;

(g) It informs respondents of the information called for under 5 CFR 1320.8 (b)(3) about:

(i) Why the information is being collected;

(ii) Use of information;

(iii) Burden estimate;

(iv) Nature of response (voluntary, required for a benefit, or mandatory);

(v) Nature and extent of confidentiality; and

(vi) Need to display currently valid OMB control number;

(h) It was developed by an office that has planned and allocated resources for the efficient and effective management and use of the information to be collected.

(i) It uses effective and efficient statistical survey methodology (if applicable); and

(j) It makes appropriate use of information technology.

If you are unable to certify compliance with any of these provisions, identify the item by leaving the box unchecked and explain the reason in the Supporting Statement.

Certification Date: 12/06/2023

---