[Federal Register Volume 88, Number 76 (Thursday, April 20, 2023)]
[Notices]
[Pages 24467-24468]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-08299]


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DEPARTMENT OF THE TREASURY

Office of the Comptroller of the Currency


Agency Information Collection Activities: Information Collection 
Renewal; Submission for OMB Review; 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 the renewal of an information 
collection as required by the Paperwork Reduction Act of 1995 (PRA). An 
agency may not conduct or sponsor, and a 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 renewal of an information collection 
titled ``Securities Offering Disclosure Rules.'' The OCC also is giving 
notice that it has sent the collection to OMB for review.

DATES: Comments must be submitted on or before May 22, 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, 1557-0120, Office of the Comptroller of the Currency, 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) 293-4835.
    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.
    Written comments and recommendations for the proposed information 
collection should also be sent within 30 days of publication of this 
notice to www.reginfo.gov/public/do/PRAMain. You can find this 
information collection by selecting ``Currently under 30-day Review--
Open for Public Comments'' or by using the search function.
    You may review comments and other related materials that pertain to 
this information collection following the close of the 30-day comment 
period for this notice by the method set forth in the next bullet.
     Viewing Comments Electronically: Go to www.reginfo.gov. 
Hover over the ``Information Collection Review'' tab and click on 
``Information Collection Review'' from the drop-down menu. 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 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, or provide information to a third party. The OCC asks the 
OMB to extend its approval of the collection in this notice.
    Title: Securities Offering Disclosure Rules.
    OMB Control No.: 1557-0120.
    Type of Review: Regular.
    Frequency of Response: On occasion.
    Affected Public: Businesses or other for-profit.
    Estimated Number of Respondents: 16.
    Estimated Number of Responses: 32.
    Total Annual Burden: 544 hours.
    Abstract: 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 and a prospectus for a security 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 the 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. Prior to or simultaneously with the sale

[[Page 24468]]

of the debt, each purchaser of the debt must receive an offering 
document and the offering document and any amendments thereto must be 
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. 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

    In every instance 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, national banks and 
Federal savings associations must file that notice or other document 
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.
    On January 18, 2023, the OCC published a notice for 60 days of 
comment concerning the collection, 88 FR 2999. No comments were 
received. Comments continue to be solicited 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 burden of the 
information collection;
    (c) Ways to enhance the quality, utility, and clarity of the 
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. 2023-08299 Filed 4-19-23; 8:45 am]
BILLING CODE 4810-33-P