[Federal Register Volume 88, Number 11 (Wednesday, January 18, 2023)]
[Notices]
[Pages 2999-3001]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-00877]


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DEPARTMENT OF THE TREASURY

Office of the Comptroller of the Currency


Agency Information Collection Activities: Information Collection 
Renewal; Comment Request; Securities Offering Disclosure Rules

AGENCY: Office of the Comptroller of the Currency (OCC), Treasury.

ACTION: Notice and request for comment.

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SUMMARY: The OCC, as part of its continuing effort to reduce paperwork 
and respondent burden, invites comment on a continuing information 
collection as required by the Paperwork Reduction Act of 1995 (PRA). An 
agency may not conduct or sponsor, and the respondent is not required 
to respond to, an information collection unless it displays a currently 
valid Office of Management and Budget (OMB) control number. The OCC is 
soliciting comment concerning the renewal of an information collection 
titled ``Securities Offering Disclosure Rules.''

DATES: Comments must be submitted on or before March 20, 2023.

ADDRESSES:  Commenters are encouraged to submit comments by email, if 
possible. You may submit comments by any of the following methods:
     Email: [email protected].
     Mail: Chief Counsel's Office, Attention: Comment 
Processing, Office of the Comptroller of the Currency, Attention: 1557-
0120, 400 7th Street SW, Suite 3E-218, Washington, DC 20219.
     Hand Delivery/Courier: 400 7th Street SW, Suite 3E-218, 
Washington, DC 20219.
     Fax: (571) 465-4326.
    Instructions: You must include ``OCC'' as the agency name and 
``1557-0120'' in your comment. In general, the OCC will publish 
comments on www.reginfo.gov without change, including any business or 
personal information provided, such as name and address information, 
email addresses, or phone numbers. Comments received, including 
attachments and other supporting materials, are part of the public 
record and subject to public disclosure. Do not include any information 
in your comment or supporting materials that you consider confidential 
or inappropriate for public disclosure.
    Following the close of this notice's 60-day comment period, the OCC 
will publish a second notice with a 30-day comment period. You may 
review comments and other related materials that pertain to this 
information collection beginning on the date of publication of the 
second notice for this collection by the method set forth in the next 
bullet.
     Viewing Comments Electronically: Go to www.reginfo.gov. 
Hover over the ``Information Collection Review'' drop down menu and 
click on ``Information Collection Review.'' From the ``Currently under 
Review'' drop-down menu, select ``Department of Treasury'' and then 
click ``submit.'' This information collection can be located by 
searching by OMB control number ``1557-0120'' or ``Securities Offering 
Disclosure Rules.'' Upon finding the appropriate information 
collection, click on the related ``ICR Reference Number.'' On the next 
screen, select ``View Supporting Statement and Other Documents'' and 
then click on the link to any comment listed at the bottom of the 
screen.
     For assistance in navigating www.reginfo.gov, please 
contact the Regulatory Information Service Center at (202) 482-7340.

FOR FURTHER INFORMATION CONTACT: Shaquita Merritt, OCC Clearance 
Officer, (202) 649-5490, Chief Counsel's Office, Office of the 
Comptroller of the Currency, 400 7th Street SW, Washington, DC 20219. 
If you are deaf, hard of hearing, or have a speech disability, please 
dial 7-1-1 to access telecommunications relay services.

SUPPLEMENTARY INFORMATION: Under the PRA (44 U.S.C. 3501 et seq.), 
Federal agencies must obtain approval from the OMB for each collection 
of information that they conduct or sponsor. ``Collection of 
information'' is defined in 44 U.S.C. 3502(3) and 5 CFR 1320.3(c) to 
include agency requests or requirements that members of the public 
submit reports, keep records, and/or provide information to a third 
party.

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Section 3506(c)(2)(A) of title 44 requires Federal agencies to provide 
a 60-day notice in the Federal Register concerning each proposed 
collection of information, including each proposed extension of an 
existing collection of information, before submitting the collection to 
OMB for approval. To comply with this requirement, the OCC is 
publishing notice of the renewal of this collection of information.
    Title: Securities Offering Disclosure Rules.
    OMB Control No.: 1557-0120.
    Type of Review: Regular.
    Description: Twelve CFR part 16 governs the offer and sale of 
securities by national banks and Federal savings associations. The 
requirements in part 16 enable the OCC to perform its responsibility to 
ensure that the investing public has information about the condition of 
the institution, the reasons for raising new capital, and the terms of 
the offering. Part 16 requires that securities offering disclosures of 
national banks and Federal savings associations be generally consistent 
with similar Securities and Exchange Commission (SEC) disclosure 
requirements.
    The principal collections of information in part 16 are as follows:

Section 16.3 Registration Statement and Prospectus Requirements

    A registration statement for a security and a prospectus must be 
filed with the OCC. Securities of a national bank or Federal savings 
association may be offered through the use of a preliminary prospectus 
before a registration statement and prospectus if among other things, a 
registration statement including preliminary prospectus has been filed 
with the OCC; the preliminary prospectus includes the information 
required by 12 CFR 16.15 with certain exceptions; a copy of the 
preliminary prospectus is furnished to each purchaser prior to or 
simultaneously with the sale of the security; and delivery of a 
prospectus by dealers is subject to SEC rule 174 (17 CFR 230.174) 
setting forth certain exemptions that apply to transactions by dealers 
in national bank and Federal savings association issued securities.

Section 16.6 Sales of Non-Convertible Debt

    Non-convertible debt, if issued in certificate form, must be 
legended to provide that it cannot be exchanged for notes or debentures 
of the national bank or Federal savings association in denominations 
smaller than $ 250,000. Each purchaser of the debt receives an offering 
document and that the offering document and any amendments thereto are 
filed with the OCC. A federal branch or agency need not comply with 
certain requirements of Sec.  16.6 if it provides the OCC the 
information specified in SEC Rule 12g3-2(b) (17 CFR 240.12g3-2(b)) and 
provides purchasers the information specified in SEC Rule 144A(d)(4)(i) 
(17 CFR 230.144A(d)(4)(i)). A federal branch or agency that provides 
the OCC with the information specified in SEC Rule 12g3-2(b) need not 
incorporate that information by reference into the offering document. 
However, the federal branch or agency must make that information 
available to the potential purchasers upon request.

Section 16.7 Nonpublic Offerings

    Offers and sales of national bank or Federal savings association 
issued securities that meet certain requirements will be exempt from 
the registration and prospectus requirements of part 16 if, among other 
things, the securities are offered and sold in a transaction that 
satisfies the requirements of SEC Regulation D (17 CFR part 230, 
Regulation D--Rules Governing the Limited Offer and Sale of Securities 
Without Registration Under the Securities Act of 1933) and all 
subsequent sales of national bank or Federal savings association issued 
securities subject to the limitations on resale of SEC Regulation D (17 
CFR part 230, Regulation D--Rules Governing the Limited Offer and Sale 
of Securities Without Registration Under the Securities Act of 1933) 
must be made pursuant to SEC Rule 144 (17 CFR 230.144), SEC Rule 144A 
(17 CFR 230.144A), another exemption from registration under the 
Securities Act referenced in Sec.  16.5, or in accordance with the 
registration and prospectus requirements of Sec.  16.3.

Section 16.15 Form and Content

    Any registration statement filed pursuant to part 16 must be on the 
form for registration (17 CFR part 239) that the national bank or 
Federal savings association would be eligible to use were it required 
to register the securities under the Securities Act and must meet the 
requirements of the SEC regulations referred to in the applicable form 
for registration. Any registration statement or amendment filed 
pursuant to part 16 must comply with the requirements of SEC Regulation 
C (17 CFR part 230, Regulation C--Registration), except to the extent 
those requirements conflict with specific requirements of part 16. Any 
registration statement or amendment filed pursuant to part 16 must 
comply with the requirements of SEC Regulation C (17 CFR part 230, 
Regulation C--Registration), except to the extent those requirements 
conflict with specific requirements of part 16. The registration 
statement for securities issued by a national bank or Federal savings 
association that is not in compliance with the regulatory capital 
requirements set forth in 12 CFR part 3, as applicable, must be on the 
Form S-1 (17 CFR part 239) registration statement under the Securities 
Act. A national bank or Federal savings association in organization 
pursuant to 12 CFR 5.20 is not required to include audited financial 
statements as part of its registration statement for the offer and sale 
of its securities, or as part of its offering statement for the offer 
and sale of its securities pursuant to 12 CFR 16.8, unless the OCC 
determines that factors particular to the proposal indicate that 
inclusion of such statements would be in the interest of investors or 
would further the safe and sound operation of a national bank or 
Federal savings association.

Section 16.17 Filing Requirements and Inspection of Documents

    Where part 16 refers to a section of the Securities Act or the 
Exchange Act or an SEC rule that requires the filing of a notice or 
other document with the SEC, that notice or other document must be 
filed with the OCC. Any filing of amendments or revisions under part 16 
must include two copies, one of which must be marked to indicate 
clearly and precisely, by underlining or in some other appropriate 
manner, the changes made.
    Affected Public: Businesses or other for-profit.
    Burden Estimates:
    Estimated Number of Respondents: 16.
    Estimated Number of Responses: 32.
    Estimated Annual Burden: 544 hours.
    Frequency of Response: On occasion.
    Comments: Comments submitted in response to this notice will be 
summarized and included in the request for OMB approval. All comments 
will become a matter of public record. Comments are invited on:
    (a) Whether the collection of information is necessary for the 
proper performance of the functions of the OCC, including whether the 
information has practical utility; (b) The accuracy of the OCC's 
estimate of the information collection burden; (c) Ways to enhance the 
quality, utility, and clarity of the

[[Page 3001]]

information to be collected; (d) Ways to minimize the burden of the 
collection on respondents, including through the use of automated 
collection techniques or other forms of information technology; and (e) 
Estimates of capital or start-up costs and costs of operation, 
maintenance, and purchase of services to provide information.

Theodore J. Dowd,
Deputy Chief Counsel, Office of the Comptroller of the Currency.
[FR Doc. 2023-00877 Filed 1-17-23; 8:45 am]
BILLING CODE 4810-33-P