Federal Register 30-Day Notice

8962

Federal Register / Vol. 90, No. 22 / Tuesday, February 4, 2025 / Notices

submitted on or before February 25,
2025.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.12
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–02151 Filed 2–3–25; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–330, OMB Control No.
3235–0372]

Submission for OMB Review;
Comment Request; Extension:
Municipal Securities Disclosure
(Exchange Act Rule 15c2–12)
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736
Notice is hereby given that pursuant
to the Paperwork Reduction Act of 1995
(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the
Securities and Exchange Commission
(‘‘Commission’’) has submitted to the
Office of Management and Budget
(‘‘OMB’’) a request for approval of
extension of the previously approved
collection of information provided for in
Rule 15c2–12—Municipal Securities
Disclosure (17 CFR 240.15c2–12) under
the Securities Exchange Act of 1934 (15
U.S.C. 78a et seq.) (‘‘Exchange Act’’).
In connection with offerings of
municipal securities, paragraph (b) of
Rule 15c2–12 1 requires Participating
Underwriters: 2 (1) to obtain and review
an official statement ‘‘deemed final’’ by
an issuer of the securities, except for the
omission of specified information, prior
to making a bid, purchase, offer, or sale
of municipal securities; 3 (2) in noncompetitively bid offerings, to send,
upon request, a copy of the most recent
preliminary official statement (if one
exists) to potential customers; 4 (3) to
contract with the issuer to receive,
within a specified time, sufficient
copies of the final official statement to
comply with Rule 15c2–12’s delivery
requirement and the rules of the
12 17

CFR 200.30–3(a)(12) and (59).
CFR 240.15c2–12(b).
2 The term ‘‘Participating Underwriter’’ means
any broker, dealer, or municipal securities dealer
that acts as an underwriter in connection with an
‘‘Offering,’’ i.e., a primary offering of municipal
securities with an aggregate principal amount of
$1,000,000 or more. 17 CFR 240.15c2–12(a)
(defining ‘‘Participating Underwriter’’ and
‘‘Offering’’).
3 17 CFR 240.15c2–12(b)(1).
4 17 CFR 240.15c2–12(b)(2).

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Municipal Securities Rulemaking Board
(‘‘MSRB’’); 5 (4) to send, upon request, a
copy of the final official statement to
potential customers for a specified
period of time; 6 and (5) before
purchasing or selling municipal
securities in connection with an
offering, to reasonably determine that
the issuer or the obligated person has
undertaken, in a written agreement or
contract, for the benefit of holders of
such municipal securities, to provide
certain information on a continuing
basis to the MSRB in an electronic
format as prescribed by the MSRB.7 The
information to be provided consists of:
(1) certain annual financial and
operating information and audited
financial statements (‘‘annual filings’’); 8
(2) notices of the occurrence of any of
certain specific events (‘‘event
notices’’); 9 and (3) notices of the failure
of an issuer or obligated person to make
a submission required by a continuing
disclosure agreement (‘‘failure to file
notices’’).10 Annual filings, event
notices, and failure to file notices may
be collectively referred to as
‘‘continuing disclosure documents.’’
Rule 15c2–12 is intended to enhance
disclosure, and thereby reduce fraud, in
the municipal securities market by
establishing standards for obtaining,
reviewing, and disseminating
information about municipal securities
by their underwriters.11
Municipal offerings of less than $1
million are exempt from the rule,12 as
are offerings of municipal securities
issued in large denominations that (i)
are sold to no more than 35
sophisticated investors (‘‘limited
offering exemption’’), or (ii) have shortterm maturities.13
The required Federal Register notice
with a 60-day comment period soliciting
comments on this collection of
information was published.14 The
5 17

CFR 240.15c2–12(b)(3).
CFR 240.15c2–12(b)(4).
7 17 CFR 240.15c2–12(b)(5)(i).
8 17 CFR 240.15c2–12(b)(5)(i)(A)–(B).
9 17 CFR 240.15c2–12(b)(5)(i)(C).
10 17 CFR 240.15c2–12(b)(5)(i)(D).
11 See generally Municipal Securities Disclosure,
Exchange Act Release No. 26985 (June 28, 1989), 54
FR 28799 (July 10, 1989); Municipal Securities
Disclosure, Exchange Act Release No. 34961
(November 10, 1994), 59 FR 59590 (November 17,
1994); Amendment to Municipal Securities
Disclosure, Exchange Act Release No. 59062
(December 5, 2008), 73 FR 76104 (December 15,
2008); Amendments to Municipal Securities
Disclosure, Exchange Act Release No. 62184A (May
26, 2010), 75 FR 33100 (June 10, 2010);
Amendments to Municipal Securities Disclosure,
Exchange Act Release No. 83885 (August 20, 2018),
83 FR 44700 (August 31, 2018).
12 17 CFR 240.15c2–12(a).
13 17 CFR 240.15c2–12(d)(1).
14 See Proposed Collection; Comment Request;
Extension: Municipal Securities Disclosure
6 17

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Commission received four comment
letters in response to this comment
solicitation.15 Although Commission
staff appreciates the information
received from these four commenters, it
is the view of staff that the estimates
contained in the Federal Register notice
remain valid and the staff has not made
any changes to the Commission’s
burden estimates based on these
comments. As discussed more fully in
the Supporting Statement,16 it is the
view of Commission staff that the
comments received either: (i) addressed
the information collection burden
generally but did not provide any
quantified alternative estimate or
specific supporting data related to the
burden; (ii) included recommendations
that were previously considered and
addressed by the Commission during
rulemaking for the 2018 Amendments,
and the commenter provided no
rationale as to why the Commission
should change the conclusions it had
previously reached; or (iii) included
suggested changes to the Rule itself that
would need to be effected pursuant to
a Commission rulemaking and are
therefore beyond the scope of the PRA
analysis.
Nonetheless, as discussed more fully
in the Supporting Statement,17
Commission staff has determined to take
under advisement many of the
comments received and will further
study whether they should be applied in
future PRA analyses and/or merit
potential guidance or rulemaking
activities related to Rule 15c2–12.18
Among other things, staff will take
under advisement comments suggesting
that the Commission should: (i) more
effectively survey market participants to
obtain PRA burden estimates; (ii)
(Exchange Act Rule 15c2–12), 89 FR 88843
(November 8, 2024).
15 Letters from Richard Li (‘‘Li Letter’’), January 6,
2025 (personally identifiable information redacted
by Commission staff); Emily S. Brock, Director,
Federal Liaison Center, Government Finance
Officers Association (‘‘GFOA Letter’’), January 7,
2025; M. Jason Akers, President, National
Association of Bond Lawyers (‘‘NABL Letter’’),
January 7, 2025; Leslie M. Norwood, Managing
Director and Associate General Counsel, and Gerald
O’Hara, Vice President and Assistant General
Counsel, Securities Industry and Financial Markets
Association (‘‘SIFMA Letter’’), January 7, 2025. In
addition, Commission staff discussed the 60-day
notice, among other things, during a video
conference with representatives of Digital
Assurance Certification, LLC (‘‘DAC Bond’’). See
Memorandum from the Office of Municipal
Securities regarding a November 12, 2024 meeting
with representatives of DAC Bond.
16 See PRA Supporting Statement for Rule 15c2–
12, Section 8, available at https://www.reginfo.gov/
public/do/PRAViewICR?ref_nbr=202410-3235-009.
17 See id.
18 Commission staff does not commit to take any
course of action following further study of these
comments.

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Federal Register / Vol. 90, No. 22 / Tuesday, February 4, 2025 / Notices

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analyze the burdens that Rule 15c2–12
imposes on broker-dealers by offering
type (negotiated offering, competitive
offering, or private placement), and by
the number of underwriters involved in
the transaction; (iii) analyze the burdens
that compliance with the limited
offering exemption imposes on brokerdealers; (iv) update or amend existing
guidance on Rule 15c2–12; and (v)
update or amend Rule 15c2–12 itself
(e.g., by removing the ‘‘rating change’’
event notice).
With respect to hour burdens, the
Commission estimates that
approximately 28,000 issuers, 205
broker-dealers, and the MSRB will
spend a total of 786,220 hours per year
complying with Rule 15c2–12 over the
next three years.19 Rule 15c2–12
indirectly imposes ongoing third-party
disclosure burdens on issuers that
determine to engage a broker-dealer to
act as a Participating Underwriter in an
offering of municipal securities. The
Commission estimates that the total
annual burden on issuers to comply
with Rule 15c2–12 is 662,766 hours.20
Based on public MSRB data, issuers
annually submitted an average of
approximately 65,082 annual filings to
the MSRB over the past three years. The
Commission estimates that an issuer
will require approximately seven hours
to prepare and submit each annual filing
to the MSRB. Therefore, the
Commission estimates that the total
annual burden on issuers to prepare and
submit 65,082 annual filings to the
MSRB is 455,574 hours.21 Based on
public MSRB data, issuers annually
submitted an average of approximately
49,958 event notices to the MSRB over
the past three years. The Commission
estimates that an issuer will require
approximately four hours to prepare and
submit each event notice to the MSRB.
Therefore, the Commission estimates
that the total annual burden on issuers
to prepare and submit 49,958 event
19 662,766 hours (estimated total annual burden
on issuers) + 101,454 hours (estimated total annual
burden on broker-dealers) + 22,000 hours
(estimated total annual burden on the MSRB) =
786,220 hours.
20 65,082 (estimated average number of annual
filings submitted by issuers annually in each of the
next three years) × 7 (estimated average number of
hours needed to prepare and submit each) =
455,574 hours. 49,958 (estimated average number of
event notices submitted by issuers annually in each
of the next three years) × 4 (estimated average
number of hours needed to prepare and submit
each) = 199,832 hours. 3,680 (estimated average
number of failure to file notices submitted by
issuers annually in each of the next three years) ×
2 (estimated average number of hours needed to
prepare and submit each) = 7,360 hours. 455,574
hours + 199,832 hours + 7,360 hours = 662,766
hours.
21 See supra note 20.

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notices to the MSRB is 199,832 hours.22
Based on public MSRB data, issuers
annually submitted an average of
approximately 3,680 failure to file
notices to the MSRB over the past three
years. The Commission estimates that
an issuer will require approximately
two hours to prepare and submit failure
to file notices to the MSRB. Therefore,
the total annual burden on issuers to
prepare and submit 3,680 failure to file
notices to the MSRB is estimated to be
7,360 hours.23
Rule 15c2–12 imposes ongoing thirdparty disclosure burdens on brokerdealers that act as Participating
Underwriters in offerings of municipal
securities. The Commission estimates
that the total annual burden on brokerdealers to comply with Rule 15c2–12 is
101,454 hours.24 Based on public MSRB
data, the Commission estimates that an
average of 10,968 offerings of municipal
securities occurred annually over the
past three years. Further, based on
estimates provided by the MSRB, the
Commission estimates that, over the
past three years, an average of 205
broker-dealers served as a Participating
Underwriter in municipal securities
offerings. Accordingly, the Commission
estimates that approximately 205
broker-dealers could serve as a
Participating Underwriter in 10,968
municipal securities offerings in each of
the next three years. The Commission
estimates that broker-dealers will incur
a 15 minute (0.25 hour) burden per
issuance of municipal securities to
reasonably determine that the issuer or
obligated person has undertaken, in a
written agreement or contract, for the
benefit of holders of municipal
securities, to provide continuing
disclosure documents to the MSRB,25
22 See

supra note 20.
supra note 20.
24 10,968 (estimated annual issuances) × 0.25
(hourly burden for broker-dealers to reasonably
determine that the issuer or obligated person has
undertaken, in a written agreement or contract, for
the benefit of holders of such municipal securities,
to provide continuing disclosure documents to the
MSRB) = 2,742 hours. 10,968 (estimated annual
issuances) × 9 (average burden estimate per
issuance for broker-dealers to determine whether
issuers or obligated persons have failed to comply,
in all material respects, with any previous
undertakings in a written contract or agreement
specified in paragraph (b)(5)(i) of the Rule) = 98,712
hours. 2,742 hours + 98,712 hours = 101,454 hours.
25 The Commission understands that most
continuing disclosure agreements are provided to
the broker-dealer by the issuer or obligated person
and that most of these agreements are standard form
agreements of limited length. Further, the
Commission believes that the determination
required to be made—that the issuer or obligated
person has undertaken to provide continuing
disclosure documents to the MSRB—is a narrow
one that does not require a substantial time
commitment from the broker-dealer. For these
23 See

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8963

resulting in an annual burden on all
broker-dealers of approximately 2,742
hours.26 The Commission further
estimates that broker-dealers will incur
9 hours of burden per issuance of
municipal securities to determine
whether issuers or obligated persons
have failed to comply, in all material
respects, with any previous
undertakings in a written contract or
agreement specified in paragraph
(b)(5)(i) of Rule 15c2–12, resulting in an
annual burden on broker-dealers of
98,712 hours.27
Finally, Rule 15c2–12 imposes
ongoing recordkeeping burdens on the
MSRB. The Commission estimates that
the total annual burden on the MSRB to
comply with Rule 15c2–12 is 22,000
hours. Based on estimates provided by
the MSRB, the Commission estimates
that, over the last three years, the MSRB
has incurred an annual burden of
approximately 22,000 hours to collect,
index, store, retrieve, and make
available the pertinent continuing
disclosure documents under Rule 15c2–
12. Accordingly, the Commission
estimates that the MSRB will incur an
annual burden of 22,000 hours to
collect, index, store, retrieve and make
available the pertinent documents under
Rule 15c2–12 each year over the next
three years.
With respect to cost burdens, the
Commission estimates that 18,200
issuers and the MSRB will spend a total
of $20,492,000 complying with Rule
15c2–12 over the next three years.28 The
Commission estimates that, over the
next three years, up to 65% of issuers
subject to continuing disclosure
agreements—approximately 18,200
issuers—may use the services of
designated agents to submit some or all
of their continuing disclosure
documents to the MSRB. The
Commission estimates that the average
annual cost for an issuer’s use of a
designated agent is $970 each year.
Therefore, the Commission estimates
that the average total annual cost that
may be incurred by issuers that use the
services of a designated agent will be
$17,654,000.29 In addition, the
reasons, the Commission believes the estimate of a
15 minute burden per issuance is appropriate.
26 See supra note 24.
27 See supra note 24.
28 $19,254,000 (estimated total annual cost
burden for issuers) + $1,238,000 (estimated total
annual cost burden for the MSRB) = $20,492,000.
29 28,000 (number of issuers subject to continuing
disclosure agreements) × 0.65 (percentage of issuers
that may use designated agents) = 18,200 issuers
that may use designated agents. 18,200 × $970
(estimated average annual cost for issuer’s use of
designated agent under Rule 15c2–12) =
$17,654,000.

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8964

Federal Register / Vol. 90, No. 22 / Tuesday, February 4, 2025 / Notices

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Commission estimates that issuers will
retain outside counsel to assist with
filing approximately 1,000 event notices
in each of the next three years. The
Commission further believes that, for
those 1,000 complex event notices in
which issuers and obligated persons
seek assistance from outside counsel,
one-half of the burden of preparation of
the event notices will be carried by
issuers internally (four hours), and the
other half of the burden will be carried
by outside professionals retained by the
issuer (four hours). The Commission
further estimates that the average hourly
cost for an issuer’s use of outside
counsel is $400 per hour. Therefore, the
Commission estimates the average total
annual cost incurred by issuers to retain
outside counsel to assist in the
evaluation and preparation of certain
event notices will be $1,600,000.30
Thus, the total estimated cost to issuers
to comply with the rule is
$19,254,000.31
Finally, based on recently obtained
data provided by the MSRB, the
Commission estimates that the MSRB
will incur total annual costs of
approximately $1,238,000 to operate the
continuing disclosure service for the
MSRB’s Electronic Municipal Market
Access (‘‘EMMA’’) system, including
hardware, software, and external thirdparty costs such as cloud service
provider costs.
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information
under the PRA unless it displays a
currently valid OMB control number.
The public may view and comment
on this information collection request
at: https://www.reginfo.gov/public/do/
PRAViewICR?ref_nbr=202410-3235-009
or send an email comment to
MBX.OMB.OIRA.SEC_desk_officer@
omb.eop.gov within 30 days of the day
after publication of this notice by March
7, 2025.
30 1,000 (estimated number of event notices
requiring outside counsel) × 4 (estimated number of
hours for outside attorney to assist in the
preparation of such event notice) × $400 (hourly
wage for an outside attorney) = $1,600,000. The
Commission recognizes that the costs of retaining
outside professionals may vary depending on the
nature of the professional services, but for purposes
of this PRA analysis we estimate that costs of
outside counsel would be an average of $400 per
hour.
31 $17,654,000 (estimated annual cost for issuer’s
use of designated agent to submit filings) +
$1,600,000 (estimated annual cost for issuers to
employ outside counsel in the examination,
preparation, and filing of certain event notices) =
$19,254,000.

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Dated: January 29, 2025.
Sherry R. Haywood,
Assistant Secretary.

DEPARTMENT OF STATE
[Public Notice: 12647]

[FR Doc. 2025–02163 Filed 2–3–25; 8:45 am]
BILLING CODE 8011–01–P

DEPARTMENT OF STATE

Notice of Determinations; Culturally
Significant Objects Being Imported for
Exhibition—Determinations: ‘‘Rosa
Barba: The Ocean of One’s Pause’’
Exhibition
Notice is hereby given of the
following determinations: I hereby
determine that certain objects being
imported from abroad pursuant to an
agreement with their foreign owner or
custodian for temporary display in the
exhibition ‘‘Rosa Barba: The Ocean of
One’s Pause’’ at The Museum of Modern
Art, New York, New York, and at
possible additional exhibitions or
venues yet to be determined, are of
cultural significance, and, further, that
their temporary exhibition or display
within the United States as
aforementioned is in the national
interest. I have ordered that Public
Notice of these determinations be
published in the Federal Register.
FOR FURTHER INFORMATION CONTACT:
Reed Liriano, Program Coordinator,
Office of the Legal Adviser, U.S.
Department of State (telephone: 202–
632–6471; email: section2459@
state.gov). The mailing address is U.S.
Department of State, L/PD, 2200 C Street
NW (SA–5), Suite 5H03, Washington,
DC 20522–0505.
SUPPLEMENTARY INFORMATION: The
foregoing determinations were made
pursuant to the authority vested in me
by the Act of October 19, 1965 (79 Stat.
985; 22 U.S.C. 2459), Executive Order
12047 of March 27, 1978, the Foreign
Affairs Reform and Restructuring Act of
1998 (112 Stat. 2681, et seq.; 22 U.S.C.
6501 note, et seq.), Delegation of
Authority No. 234 of October 1, 1999,
Delegation of Authority No. 236–3 of
August 28, 2000, and Delegation of
Authority No. 257–1 of December 11,
2015.
SUMMARY:

[Public Notice: 12646]

Notice of Determinations; Culturally
Significant Objects Being Imported for
Exhibition—Determinations: ‘‘What
Drawing Can Be: Four Responses’’
Exhibition
Notice is hereby given of the
following determinations: I hereby
determine that certain objects being
imported from abroad pursuant to an
agreement with their foreign owner or
custodian for temporary display in the
exhibition ‘‘What drawing can be: four
responses’’ at the Menil Drawing
Institute, The Menil Collection,
Houston, Texas, and at possible
additional exhibitions or venues yet to
be determined, are of cultural
significance, and, further, that their
temporary exhibition or display within
the United States as aforementioned is
in the national interest. I have ordered
that Public Notice of these
determinations be published in the
Federal Register.

SUMMARY:

FOR FURTHER INFORMATION CONTACT:

Reed Liriano, Program Coordinator,
Office of the Legal Adviser, U.S.
Department of State (telephone: 202–
632–6471; email: section2459@
state.gov). The mailing address is U.S.
Department of State, L/PD, 2200 C Street
NW (SA–5), Suite 5H03, Washington,
DC 20522–0505.
The
foregoing determinations were made
pursuant to the authority vested in me
by the Act of October 19, 1965 (79 Stat.
985; 22 U.S.C. 2459), Executive Order
12047 of March 27, 1978, the Foreign
Affairs Reform and Restructuring Act of
1998 (112 Stat. 2681, et seq.; 22 U.S.C.
6501 note, et seq.), Delegation of
Authority No. 234 of October 1, 1999,
Delegation of Authority No. 236–3 of
August 28, 2000, and Delegation of
Authority No. 257–1 of December 11,
2015.

SUPPLEMENTARY INFORMATION:

Rafik K. Mansour,
Deputy Assistant Secretary for Policy, Bureau
of Educational and Cultural Affairs,
Department of State.
[FR Doc. 2025–02200 Filed 2–3–25; 8:45 am]
BILLING CODE 4710–05–P

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Rafik K. Mansour,
Deputy Assistant Secretary for Policy, Bureau
of Educational and Cultural Affairs,
Department of State.
[FR Doc. 2025–02199 Filed 2–3–25; 8:45 am]
BILLING CODE 4710–05–P

U.S.-CHINA ECONOMIC AND
SECURITY REVIEW COMMISSION
Notice of Open Public Hearing
U.S.-China Economic and
Security Review Commission.
ACTION: Notice of open public hearing.
AGENCY:

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