[Federal Register Volume 81, Number 197 (Wednesday, October 12, 2016)]
[Notices]
[Pages 70415-70416]
[FR Doc No: 2016-24614]

-----------------------------------------------------------------------

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. CD16-22-000]

Joseph W. Yeamans; Notice of Preliminary Determination of a
Qualifying Conduit Hydropower Facility and Soliciting Comments and
Motions To Intervene

    On September 23, 2016, Joseph W. Yeamans filed a notice of intent
to construct a qualifying conduit hydropower facility, pursuant to
section 30 of the Federal Power Act (FPA), as amended by section 4 of
the Hydropower Regulatory Efficiency Act of 2013 (HREA). The proposed
FMC 33B Micro-hydro Project would have an installed capacity of 5
kilowatts (kW), and would be located along an existing irrigation
pipeline on the applicant's land. The project would be located near the
Town of Paonia in Delta County, Colorado.
    Applicant Contact: Joseph W. Yeamans, 15445 Amsbury Rd., Paonia, CO
81428 Phone No.<PHONE_NUMBER>.
    FERC Contact: Christopher Chaney, Phone No.<PHONE_NUMBER>, email:
<EMAIL_ADDRESS>    Qualifying Conduit Hydropower Facility Description: The proposed
project would consist of: (1) An approximately 17-foot by 9-foot
underground concrete vault containing one 4-jet Turgo turbine/
generating unit with an installed capacity of 5 kW; (2) a 387-foot-
long, 12-inch-diameter penstock, which further reduces to a short, 8-
inch-diameter penstock with an 8-inch-diameter bypass; (3) four short,
4-inch-diameter pipes supplying the turbine/generating unit's four
jets; (4) a 75-foot-long, 15-inch-diameter tailrace pipe discharging
water to an existing irrigation conduit; and (5) appurtenant
facilities. The proposed project would have an estimated annual
generating capacity of 12,000 kilowatt-hours.
    A qualifying conduit hydropower facility is one that is determined
or deemed to meet all of the criteria shown in the table below.

      Table 1--Criteria for Qualifying Conduit Hydropower Facility
------------------------------------------------------------------------
      Statutory provision              Description       Satisfies (Y/N)
------------------------------------------------------------------------
FPA 30(a)(3)(A), as amended by   The conduit the                      Y
 HREA.                            facility uses is a
                                  tunnel, canal,
                                  pipeline, aqueduct,
                                  flume, ditch, or
                                  similar manmade water
                                  conveyance that is
                                  operated for the
                                  distribution of water
                                  for agricultural,
                                  municipal, or
                                  industrial
                                  consumption and not
                                  primarily for the
                                  generation of
                                  electricity.
FPA 30(a)(3)(C)(i), as amended   The facility is                      Y
 by HREA.                         constructed,
                                  operated, or
                                  maintained for the
                                  generation of
                                  electric power and
                                  uses for such
                                  generation only the
                                  hydroelectric
                                  potential of a non-
                                  federally owned
                                  conduit.
FPA 30(a)(3)(C)(ii), as amended  The facility has an                  Y
 by HREA.                         installed capacity
                                  that does not exceed
                                  5 megawatts.
FPA 30(a)(3)(C)(iii), as         On or before August 9,               Y
 amended by HREA.                 2013, the facility is
                                  not licensed, or
                                  exempted from the
                                  licensing
                                  requirements of Part
                                  I of the FPA.
------------------------------------------------------------------------

    Preliminary Determination: The proposed addition of the
hydroelectric project along the existing irrigation pipeline will not
alter its primary purpose. Therefore, based upon the above criteria,
Commission staff preliminarily determines that the proposal satisfies
the requirements for a qualifying conduit hydropower facility, which is
not required to be licensed or exempted from licensing.
    Comments and Motions To Intervene: Deadline for filing comments
contesting whether the facility meets the qualifying criteria is 45
days from the issuance date of this notice.
    Deadline for filing motions to intervene is 30 days from the
issuance date of this notice.
    Anyone may submit comments or a motion to intervene in accordance
with the requirements of Rules of Practice and Procedure, 18 CFR
385.210 and 385.214. Any motions to intervene must be received on or
before the specified deadline date for the particular proceeding.
    Filing and Service of Responsive Documents: All filings must (1)
bear in all capital letters the ``COMMENTS CONTESTING QUALIFICATION FOR
A CONDUIT HYDROPOWER FACILITY'' or ``MOTION TO INTERVENE,'' as

applicable; (2) state in the heading the name of the applicant and the
project number of the application to which the filing responds; (3)
state the name, address, and telephone number of the person filing; and
(4) otherwise comply with the requirements of sections 385.2001 through
385.2005 of the Commission's regulations.\1\ All comments contesting
Commission staff's preliminary determination that the facility meets
the qualifying criteria must set forth their evidentiary basis.
---------------------------------------------------------------------------

    \1\ 18 CFR 385.2001-2005 (2016).
---------------------------------------------------------------------------

    The Commission strongly encourages electronic filing. Please file
motions to intervene and comments using the Commission's eFiling system
at http://www.ferc.gov/docs-filing/efiling.asp. Commenters can submit
brief comments up to 6,000 characters, without prior registration,
using the eComment system at http://www.ferc.gov/docs-filing/ecomment.asp. You must include your name and contact information at the
end of your comments. For assistance, please contact FERC Online
Support at<EMAIL_ADDRESS>(866) 208-3676 (toll free), or
(202) 502-8659 (TTY). In lieu of electronic filing, please send a paper
copy to: Secretary, Federal Energy Regulatory Commission, 888 First
Street NE., Washington, DC 20426. A copy of all other filings in
reference to this application must be accompanied by proof of service
on all persons listed in the service list prepared by the Commission in
this proceeding, in accordance with 18 CFR 4.34(b) and 385.2010.
    Locations of Notice of Intent: Copies of the notice of intent can
be obtained directly from the applicant or such copies can be viewed
and reproduced at the Commission in its Public Reference Room, Room 2A,
888 First Street NE., Washington, DC 20426. The filing may also be
viewed on the web at http://www.ferc.gov/docs-filing/elibrary.asp using
the ``eLibrary'' link. Enter the docket number (i.e., CD16-22) in the
docket number field to access the document. For assistance, call toll-
free 1-866-208-3676 or email<EMAIL_ADDRESS>For TTY, call
(202) 502-8659.

    Dated: September 28, 2016.
Kimberly D. Bose,
Secretary.
[FR Doc. 2016-24614 Filed 10-11-16; 8:45 am]
 BILLING CODE 6717-01-P


                 United States Environmental Protection Agency
                     Docket Index for Proposed Rulemaking
                            [EPA-R09-OAR-2017-0737]

Approval of California Air Plan Revisions, Northern Sierra Air Quality Management District (NSAQMD)
                         NSAQMD District Resolution #2017-01

      	Docket Index
      Category/ Item 	Number

I.	SIP Submittal Documents
# SIP submittal letter from CARB, dated April 5, 2011
I-A
# NSAQMD Resolution #2017-01, dated January 23, 2017

I-B
# Portola Fine Particulate Matter (PM2.5) Attainment Plan
I-C
# CARB Staff Report - Portola PM2.5 SIP
I-D
# NSAQMD and CARB Public Notice Documents
I-E
# CARB Resolution 17-2 adopting Portola PM2.5 SIP, dated February 16, 2016
I-F
# NSAQMD submittal letter to CARB, dated February 14, 2017
I-G
# CARB SIP Checklist
I-H

III.	EPA Guidance Documents
# Guidance on Incorporating Voluntary Mobile Source Emission Reduction Programs in State Implementation Plans (SIPs), Richard D. Wilson, Acting Assistant Administrator for Air and Radiation, October 24, 1997.
II-A
# Improving Air Quality with Economic Incentive Programs" January 2001 (EPA-452/R- 01-001).
II-B
# Incorporating Emerging and Voluntary Measure in a State Implementation Plan (SIP)," Stephen D. Page, OAQPS, October 4, 2004.
II-C
# Guidance on Incorporating Bundled Measures in a State Implementation Plan," Stephen D. Page, OAQPS, and Margo Oge, OTAQ, August 16, 2005.
II-D
# Guidance for Quantifying and Using Emission Reductions from Voluntary Woodstove Changeout Programs in State Implementation Plans", January 2006 (EPA-456/B-06-001).
II-E
# Roadmap for Incorporating Energy Efficiency/Renewable Energy Policies and Programs into State and Tribal Implementation Plans," July 2012 (EPA-456/D-12-001a).
II-F
# Diesel Retrofits: Quantifying and Using Their Emission Benefits in SIPs and Conformity: Guidance for State and Local Air and Transportation Agencies," February 2014 (EPA-420-B-14-007).
II-G

III.	Other Referenced Documents
# EPA Technical Support Document, NSAQMD District Resolution #2017-01, dated December 2017.
III-A
# Letter from Meredith Kurpius, EPA Region IX to Gretchen Bennitt, NSAQMD dated December 11, 2013.
III-B
# Burn Wise Calculator (emissioncalculator_2.xls).
III-C
# Email describing emission factors used in the Burn Wise Calculator for certified wood stoves (Houck email3.pdf).
III-D
# Regulatory Impact Analysis (RIA) for Residential Wood Heaters NSPS Revision, Final Report, EPA-452/R-15-001, February 2015.
III-E
# Portola Wood Stove Change-Out, 2016 Progress Report, Covering Calendar Year 2016.
III-F
# Portola Ordinance No. 344, amended June 22, 2016.
III-G
# EPA Technical Support Document, Portola Ordinance No. 344, dated July 2017.
III-H
# Email from Katarzyna Turkiewicz CARB to Rynda Kay EPA dated Nov 29 2017.
III-I


[Federal Register Volume 76, Number 163 (Tuesday, August 23, 2011)]
[Rules and Regulations]
[Pages 52549-52556]
[FR Doc No: 2011-21500]

=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 240 and 249

[Release No. 34-65148; File No. S7-02-11]
RIN 3235-AK89

Suspension of the Duty To File Reports for Classes of Asset-
Backed Securities Under Section 15(D) of the Securities Exchange Act of
1934

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

-----------------------------------------------------------------------

SUMMARY: Section 942(a) of the Dodd-Frank Wall Street Reform and
Consumer Protection Act eliminated the automatic suspension of the duty
to file under Section 15(d) of the Securities Exchange Act of 1934 for
asset-backed securities issuers and granted the Commission the
authority to issue rules providing for the suspension or termination of
such duty. We are adopting rules to provide certain thresholds for
suspension of the reporting obligations for asset-backed securities
issuers. We are also amending our rules relating to the Exchange Act
reporting obligations of asset-backed securities issuers in light of
these statutory changes.

DATES: Effective Date: September 22, 2011.

FOR FURTHER INFORMATION CONTACT: Steven Hearne, Special Counsel, in the
Office of Rulemaking, at<PHONE_NUMBER> or Kathy Hsu, Chief, Office of
Structured Finance, Division of Corporation Finance, at<PHONE_NUMBER>,
U.S. Securities and Exchange Commission, 100 F Street, NE., Washington,
DC 20549-3628.

SUPPLEMENTARY INFORMATION: We are adopting amendments to Rules 12h-3,
12h-6, and 15d-22 \1\ and Form 15 \2\ under the Securities Exchange Act
of 1934 (``Exchange Act'').\3\
---------------------------------------------------------------------------

    \1\ 17 CFR 240.12h-3, 17 CFR 240.12h-6, and 17 CFR 240.15d-22.
    \2\ 17 CFR 249.323.
    \3\ 15 U.S.C. 78a et seq.
---------------------------------------------------------------------------

I. Background and Overview of the Amendments

    Section 942(a) of the Dodd-Frank Wall Street Reform and Consumer
Protection Act (the ``Act'') \4\ eliminated the automatic suspension of
the duty to file under Section 15(d) \5\ of the Exchange Act for asset-
backed securities (``ABS'') issuers and granted the Commission the
authority to issue rules providing for the suspension or termination of
such duty. We proposed amendments on January 6, 2011 to provide for the
suspension of reporting obligations for ABS issuers under certain
circumstances and to revise our rules in light of the amendment of
Exchange Act Section 15(d).\6\ In this release, we are adopting the
rule amendments with some changes to reflect comments we received on
the proposed amendments.
---------------------------------------------------------------------------

    \4\ Pub. L. 111-203 (July 21, 2010).
    \5\ 15 U.S.C. 78o(d).
    \6\ Suspension of the Duty to File Reports for Classes of Asset-
Backed Securities Under Section 15(d) of the Securities Exchange Act
of 1934, Release No. 34-63652 (Jan. 6, 2011) [76 FR 2049] (the
``Proposing Release'').
---------------------------------------------------------------------------

    Exchange Act Section 15(d) generally requires an issuer with a
registration statement that has become effective pursuant to the
Securities Act of 1933 \7\ (``Securities Act'') to file ongoing
Exchange Act reports with the Commission. Prior to enactment of the
Act, Exchange Act Section 15(d) provided that for issuers without a
class of securities registered under the Exchange Act the duty to file
ongoing reports is automatically suspended as to any fiscal year, other
than the fiscal year within which the registration statement for the
securities became effective, if the securities of each class to which
the registration statement relates are held of record by less than 300
persons. As a result, the reporting obligations of ABS issuers,\8\
other than those with master trust structures,\9\ were generally
suspended after the ABS issuer filed one annual report on Form 10-K
because the number of record holders was below, often significantly
below, the 300 record holder threshold.\10\
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 77a et seq.
    \8\ ABS offerings are typically registered on shelf registration
statements and each ABS offering is typically sold in a separate
``takedown'' off of the shelf. In 2004, the Commission adopted
Exchange Act Rule 15d-22 relating to ABS reporting under Exchange
Act Section 15(d). Exchange Act Rule 15d-22 codified the staff
position regarding the starting and suspension dates for any
reporting obligation with respect to a takedown of ABS and clarified
that a new takedown for a new ABS offering off the same shelf
registration statement did not necessitate continued reporting for a
class of securities from a prior takedown that was otherwise
eligible to suspend reporting. See Asset-Backed Securities, Release
No. 33-8518 (Dec. 22, 2004) [70 FR 1506] (the ``ABS Adopting
Release'').
    \9\ In a securitization using a master trust structure, the ABS
transaction contemplates future issuances of ABS backed by the same,
but expanded, asset pool that consists of revolving assets. Pre-
existing and newly issued securities would therefore be backed by
the same expanded asset pool. Thus, given their continued issuance,
master trust ABS issuers typically continue to report, even after
the first annual report is filed.
    \10\ One source noted that in a survey of 100 randomly selected
asset-backed transactions, the number of record holders provided in
reports on Form 15 ranged from two to more than 70. The survey did
not consider beneficial owner numbers. See Committee on Capital
Markets Regulation, The Global Financial Crisis: A Plan for
Regulatory Reform, May 2009, at fn. 349.
---------------------------------------------------------------------------

    The Act removed any class of ABS from the automatic suspension
provided in Exchange Act Section 15(d) by inserting the phrase, ``other
than any class of asset-backed securities.'' Consequently, ABS issuers
no longer automatically suspend reporting under Exchange Act Section
15(d). Instead, the Act granted the Commission authority to ``provide
for the suspension or termination of the duty to file under this
subsection for any class of asset-backed security, on such terms and
conditions and for such period or periods as the Commission deems
necessary or appropriate in the public interest or for the protection
of investors.'' \11\
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78o(d)(2).
---------------------------------------------------------------------------

    We proposed new Exchange Act Rule 15d-22(b) to provide for
suspension of the reporting obligations for a given class of ABS
pursuant to Exchange Act Section 15(d) under certain limited
circumstances. In addition, we proposed to update Exchange Act Rule
15d-22 to indicate when annual and other reports need to be filed and
when starting and suspension dates are determined with respect to a
takedown.
    We received seven comment letters in response to the proposed

amendments.\12\ These letters came from four professional associations,
a law firm, an individual and an institutional investor. We have
reviewed and considered all of the comments that we received on the
proposed amendments. Most commentators supported the Commission's goal
of providing full and transparent disclosure to investors in ABS.
Comments on the proposal were mixed. Two commentators supported the
proposed standard without revisions.\13\ Other commentators suggested
revisions to the proposed standard, which are described below.\14\
Further, two commentators recommended permitting commercial mortgage-
backed securities to suspend reporting after one year.\15\ The adopted
rules reflect changes made in response to comments. We explain our
revisions with respect to each proposed rule amendment in more detail
throughout this release.
---------------------------------------------------------------------------

    \12\ The public comments we received are available on our Web
site at http://www.sec.gov/comments/s7-02-11/s70211.shtml. See
letters from the American Securitization Forum (``ASF''), Chris
Barnard (``Barnard''), Cleary, Gottlieb, Steen, & Hamilton LLP
(``Cleary''), CRE Finance Council (``CREFC''), Investment Company
Institute (``ICI''), MetLife, Inc. (``MetLife''), and Mortgage
Bankers Association (``MBA'').
    \13\ See letters from ICI and Barnard.
    \14\ See letters from ASF, Cleary and MetLife.
    \15\ See letters from CREFC and MBA. These commentators
recommended that such securities be permitted to suspend reporting
under the old Section 15(d) standard, which previously allowed
issuers of securities to suspend Exchange Act reporting typically
after the first year of reporting. In support of differential
treatment, the commentators pointed to the ``Annex A'' initial
disclosure package and the ``Investor Reporting Package'' used in
the commercial mortgage-backed securities market, suggesting these
materials, along with certain ``best practices'' projects, provide
most, if not all, of the information that would be required to be
included in the Section 15(d) reports, and such materials are
required to be provided to investors on a timely basis under the
Investor Reporting Package standards.
---------------------------------------------------------------------------

II. Discussion of the Amendments

    As indicated above, Exchange Act Section 15(d), as amended by the
Act, establishes an ongoing reporting obligation for each class of ABS
for which an issuer has filed a registration statement that has become
effective pursuant to the Securities Act. Exchange Act Section 15(d)
also grants the Commission authority to provide for the suspension or
termination of the duty to file. We are adopting amendments with
changes made in response to comments to provide limited relief from
these reporting obligations in a manner that we believe is appropriate
in the public interest and consistent with the protection of investors.
In addition, we are adopting rule and form amendments, substantially as
proposed, to update our rules relating to ABS takedowns under a shelf
registration statement.

A. Suspension of Exchange Act Section 15(d) Reporting Obligation

1. Proposed Amendments
    In the Proposing Release, we proposed amended Exchange Act Rule
15d-22(b) to provide for suspension of the reporting obligations for a
given class of ABS pursuant to Exchange Act Section 15(d) under certain
limited circumstances.\16\ As revised by the Act, Exchange Act Section
15(d) no longer provides for the automatic suspension of the duty to
file periodic and other reports for issuers of a class of ABS. Without
action by the Commission, ABS issuers that have filed a registration
statement that has become effective pursuant to the Securities Act or
that have conducted a takedown off of a shelf registration statement,
would be obligated to continue to file such reports for the life of the
security.
---------------------------------------------------------------------------

    \16\ See the Proposing Release supra note 6.
---------------------------------------------------------------------------

    In the Proposing Release, we noted that post-issuance reporting of
information by an ABS issuer provides investors and the market with
transparency regarding many aspects of the ongoing performance of the
securities and the servicer in complying with servicing criteria and
that such transparency is valuable in evaluating transaction
performance and making ongoing investment decisions. We also indicated
our belief that the benefits of ongoing reporting to investors and the
market where there are only affiliated holders of the ABS are limited
and would not justify the burden of reporting by those issuers.
Consequently, we proposed amended Exchange Act Rule 15d-22(b), which
would provide that the reporting obligation regarding any class of ABS
is suspended for any fiscal year, other than the fiscal year within
which the registration statement became effective, if, at the beginning
of the fiscal year there are no longer any securities of such class
held by non-affiliates of the depositor that were sold in the
registered transaction. We also proposed to amend Form 15 to add a
checkbox for ABS issuers to indicate that they are relying on proposed
Exchange Act Rule 15d-22(b) to suspend their reporting obligation
alerting the market and the Commission of the change in reporting
status.
2. Comments on the Proposed Amendments
    Commentators generally supported an amendment that would provide
for the suspension of the reporting obligation for ABS.\17\ The
commentators expressed varying levels of support for the Commission's
proposed Exchange Act Rule 15d-22(b):
---------------------------------------------------------------------------

    \17\ See letters from ASF, Barnard, Cleary, CREFC, ICI, MetLife,
and MBA.
---------------------------------------------------------------------------

     Two commentators supported the proposal without changes;
\18\
---------------------------------------------------------------------------

    \18\ See letters from Barnard and ICI.
---------------------------------------------------------------------------

     One commentator recommended a more stringent standard;
\19\
---------------------------------------------------------------------------

    \19\ See letter from MetLife recommending permitting suspension
``only if (a) ABS of a particular class are no longer held by non-
affiliates of the depositor and (b) the transaction has matured
(i.e. the collateral has been liquidated from the trust or otherwise
been fully amortized) or been redeemed or called by the servicer.''
---------------------------------------------------------------------------

     One commentator expressed general support for the proposal
subject to specific comments on the language of the proposal; \20\
---------------------------------------------------------------------------

    \20\ See letter from ASF recommending various changes to the
proposed language discussed in more detail below.
---------------------------------------------------------------------------

     One commentator suggested expanding the set of
circumstances when ABS issuers may suspend reporting; \21\ and
---------------------------------------------------------------------------

    \21\ See letter from Cleary recommending permitting suspension
or termination of reporting in two additional circumstances: (1)
Where an ABS is backed by a sufficient concentration of obligations
of an entity (e.g., repackagings) and reference information under
Item 1100(c)(2) of Regulation AB (17 CFR 229.1100(c)(2)) is
unavailable and (2) where investors voted for termination after a
period of public reporting.
---------------------------------------------------------------------------

     Two commentators suggested allowing suspension for
commercial mortgage-backed securities issuers after one year in keeping
with the Section 15(d) standard as it existed prior to the adoption of
Section 942(a) of the Act amending Exchange Act Section 15(d).\22\
---------------------------------------------------------------------------

    \22\ See letters from CREFC and MBA.
---------------------------------------------------------------------------

    The proposed rule would have required an issuer to assess whether
there were any securities held by non-affiliates of the depositor at
the beginning of the fiscal year. One commentator recommended
accelerating the timing of when an issuer may assess whether it may
suspend reporting to enable an issuer to suspend reporting once there
are no non-affiliated holders or in the alternative, monthly.\23\ In
addition, this commentator recommended that the Commission amend the
proposed rule to clarify that, at such time as none of an issuer's
registered ABS remain outstanding, the issuer may immediately cease
ongoing Exchange Act reporting.\24\ In contrast, some commentators
supported the

timing of the assessment,\25\ and one commentator recommended requiring
an issuer to re-assess its reporting obligation, including after
suspension, every six months and further recommended including an anti-
avoidance provision.\26\
---------------------------------------------------------------------------

    \23\ See letter from ASF.
    \24\ Id.
    \25\ See letters from Barnard and ICI.
    \26\ See letter from MetLife. MetLife expressed concern that
there are possible scenarios where a depositor or its affiliates
could potentially acquire all registered ABS securities of a
particular class that were not held by such entities prior to the
Section 15(d) re-assessment determination date and then re-sell such
securities to non-affiliates in secondary transactions during the
course of the fiscal year.
---------------------------------------------------------------------------

    Some commentators recommended specific revisions to the proposed
text of the rule. The proposed rule would have provided that the issuer
may not suspend reporting in the ``fiscal year within which the
registration statement became effective.'' One commentator recommended
that the Commission revise the language to instead refer to the
``fiscal year within which the takedown occurred'' to provide
additional clarity on the application of the rule as it relates to
shelf offerings.\27\ In addition, the proposed rule would provide for
suspension of reporting obligations in any fiscal year when there ``are
no longer any securities of such class held by non-affiliates of the
depositor.'' Two commentators noted that ABS are often held of record
by a custodian or broker on behalf of underlying beneficial owners and
suggested that the test should look to the underlying beneficial owners
of the securities.\28\ In addition, one commentator recommended using
the term ``are not'' rather than saying there ``are no longer'' any
securities of such class held by non-affiliates of the depositor that
were sold in the registered transaction to avoid any implication that
the ABS must have been previously held by one or more non-
affiliates.\29\
---------------------------------------------------------------------------

    \27\ See letter from ASF.
    \28\ See letters from ASF and MetLife.
    \29\ See letter from ASF.
---------------------------------------------------------------------------

3. Final Rule
    After considering the comments, we are adopting amendments to our
rules to provide for suspension of the reporting obligations for a
given class of ABS pursuant to Exchange Act Section 15(d) as proposed
with some changes as recommended by commentators. As adopted, Exchange
Act Rule 15d-22(b) provides that the duty to file annual and other
reports under Section 15(d) is suspended:
     As to any semi-annual fiscal period, if, at the beginning
of the semi-annual fiscal period, other than a period in the fiscal
year within which the registration statement became effective or, for
shelf offerings, the takedown occurred, there are no ABS of such class
that were sold in a registered transaction held by non-affiliates of
the depositor and a certification on Form 15 has been filed; \30\ or
---------------------------------------------------------------------------

    \30\ The final rule clarifies that the issuer must make its
determination as of the beginning of the semi-annual fiscal period
and file a certification on Form 15 in the semi-annual fiscal period
within which the issuer suspends its reporting obligation.
---------------------------------------------------------------------------

     When there are no ABS of such class that were sold in a
registered transaction still outstanding, immediately upon the filing
with the Commission of a certification on Form 15 if the issuer has
filed all required reports for the most recent three fiscal years.\31\
---------------------------------------------------------------------------

    \31\ The final rule, consistent with Exchange Act Rule 12h-3,
also states that if the certification on Form 15 is withdrawn or
denied, the issuer is obligated, within 60 days, to file all reports
that would have been required if such certification had not been
filed. The final rule provides conditions for the immediate
suspension of reporting that are not required when the issuer
suspends reporting after its semi-annual assessment that may help to
reduce confusion or gaps in reporting upon immediate suspension and
are consistent with the conditions established under Exchange Act
Rule 12h-3.
---------------------------------------------------------------------------

    In addition, the final rule amends Form 15 to add a checkbox for
ABS issuers to indicate that they are relying on Exchange Act Rule 15d-
22(b) to suspend their reporting obligation and adds two Notes to
paragraph (b). Note 1 indicates that securities held of record by a
broker, dealer, bank or nominee shall be considered as held by the
separate accounts for which the securities are held. Note 2 includes an
anti-avoidance provision, as described below.
    In response to comments, Exchange Act Rule 15d-22(b) has been
changed from the proposal in the following ways:
     The final rule provides for the timing of the suspension
of the duty to file to be tested at the beginning of the semi-annual
fiscal period rather than annually as proposed. The semi-annual
assessment provided in the final rule requires an issuer to assess
whether it is required to report more often than the proposed rule. The
increased frequency of the required assessment seeks to alleviate
concerns regarding reporting and information gaps that could occur with
annual assessments by making it harder to evade the reporting
requirements as well as reduce costs imposed by requiring reporting for
the remainder of the year when the ABS are held solely by affiliates of
the depositor.\32\ We do not believe more frequent assessments to allow
suspension are appropriate because if conducted more frequently, these
assessments might result in an ABS issuer frequently changing its
reporting status and thereby result in less continuity in its annual
and other reports and the creation of disclosure gaps that could be
detrimental to investors' ability to evaluate ABS performance and make
ongoing investment decisions.
---------------------------------------------------------------------------

    \32\ See letters from ASF and MetLife. The final rule requires
ABS issuers, like other issuers that must comply with Section 15(d),
to assess periodically whether they may suspend their duty to file.
Pursuant to Section 15(d) and our rules, issuers may be permitted to
suspend their duty to file after one assessment, but may be required
to recommence reporting after a subsequent assessment.
---------------------------------------------------------------------------

     The final rule provides that an issuer of ABS may not
suspend reporting ``in the fiscal year within which the registration
statement became effective, or, for offerings conducted pursuant to
Sec.  230.415(a)(1)(vii) or Sec.  230.415(a)(1)(x), the takedown for
the offering occurred.'' The language was revised in response to
comments to provide additional clarity on the application of the rule
as it relates to shelf offerings.\33\
---------------------------------------------------------------------------

    \33\ See letter from ASF.
---------------------------------------------------------------------------

     The final rule uses the term ``there are no asset-backed
securities'' rather than the proposed ``there are no longer any asset-
backed securities'' to avoid any implication that the ABS must have
been held by one or more non-affiliates.\34\
---------------------------------------------------------------------------

    \34\ See letter from ASF.
---------------------------------------------------------------------------

     The final rule specifically provides for the immediate
suspension upon filing of a Form 15 of the duty to file when there are
no ABS of a class that were sold in a registered transaction still
outstanding subject to conditions that are consistent with similar
conditions in Exchange Act Rule 12h-3.\35\ As requested, the final rule
makes clear that an issuer may immediately suspend reporting when the
securities have been retired or fully paid. In providing for immediate
suspension in our rules, we have also added obligations that are
consistent with similar conditions in Exchange Act Rule 12h-3 and may
help reduce possible confusion or gaps in reporting that could occur
with an immediate suspension of reporting.
---------------------------------------------------------------------------

    \35\ See letter from ASF.
---------------------------------------------------------------------------

     The final rule adds a Note to paragraph (b) of Exchange
Act Rule 15d-22 clarifying that securities held of record by a broker,
dealer, bank or nominee for any of them for the accounts of customers
are considered held by the separate accounts for which they are held.
Thus, if an investment bank is an ABS issuer and holds

securities in its name for the benefit of other non-affiliated
investors, it cannot suspend reporting. Conversely, if an unaffiliated
bank or broker holds ABS for affiliates of the ABS issuer, the
unaffiliated status of the broker or bank will not preclude suspension
of reporting.\36\
---------------------------------------------------------------------------

    \36\ See letter from ASF and MetLife.
---------------------------------------------------------------------------

     The final rule adds a Note to paragraph (b) of Exchange
Act Rule 15d-22(b) providing that an issuer may not suspend reporting
if securities are acquired and resold by affiliates as part of a plan
or scheme to evade the reporting obligations of Section 15(d).\37\
---------------------------------------------------------------------------

    \37\ See letter from MetLife and note 26. This change should
address the concern described by MetLife.
---------------------------------------------------------------------------

    The proposal and the final rules that we are adopting today sought
to provide for the suspension of the reporting obligation for a given
class of ABS under limited circumstances. Two commentators requested
that commercial mortgage-backed securities issuers be permitted to
suspend reporting based on the use of their industry reporting
standards.\38\ We are not adopting those recommendations because we
believe that there are benefits to investors and the market of uniform
disclosure standards provided by Regulation AB and public access to
such uniform disclosure, and that such an approach is more consistent
with Exchange Act Section 15(d), as amended by the Act. In addition, we
are not adopting another commentator's recommendations to permit
suspension of reporting for repackaging ABS where reference issuers
stop reporting or to permit suspension where requested by a majority of
holders.\39\ We are not adopting the recommendation regarding
repackaging transactions because the concentration of the significant
obligor in the asset pool makes the information material. The need for
the information about the underlying issuer in the reports for the ABS
does not change due to a change in the reporting status of the
underlying issuer.\40\ In addition, we are not adopting the
recommendation to permit suspension where requested by a majority of
investors because any such suspension would limit the information
available to investors and the marketplace for ABS with non-affiliated
holders and could result in a reduction of the minority holders ability
to sell and the price at which they may be able to sell their
securities.
---------------------------------------------------------------------------

    \38\ See letters from CREFC and MBA.
    \39\ See letter from Cleary.
    \40\ See the ABS Adopting Release at 1554.
---------------------------------------------------------------------------

B. Revisions to Existing Exchange Act Rule Provisions

    In light of the statutory changes to Exchange Act Section 15(d), we
proposed to revise Exchange Act Rule 15d-22 to indicate when annual and
other reports need to be filed and when starting and suspension dates
are determined with respect to a takedown. We also proposed to amend
Exchange Act Rule 12h-3(b)(1) to conform the rule to the language of
amended Exchange Act Section 15(d) and to add a clarifying note.
1. Proposed Amendments
    We proposed to amend Exchange Act Rule 15d-22 to retain the
approach relating to separate takedowns in current Exchange Act Rules
15d-22(a) and 15d-22(b) in a revised Exchange Act Rule 15d-22(a). Under
the amendments we proposed, Exchange Act Rule 15d-22(a)(1) would
provide that with respect to an offering of ABS sold off the shelf
pursuant to Securities Act Rule 415(a)(1)(x),\41\ the requirement to
file annual and other reports pursuant to Exchange Act Section 15(d)
regarding a class of securities commences upon the first bona fide sale
in a takedown of securities under the registration statement. Under the
amendments we proposed, Exchange Act Rule 15d-22(a)(2) would establish
that the requirement to file annual and other reports pursuant to
Exchange Act Section 15(d) regarding a class of securities is
determined separately for each takedown of securities under the
registration statement. Exchange Act Rule 15d-22(c) would remain
substantially unchanged, except for minor revisions to reflect the
amendments discussed above. Finally, under the amendments we proposed,
Exchange Act Rule 12h-3(b)(1) would exclude ABS from the classes of
securities eligible for suspension (tracking the language of the
Exchange Act) and a note would be added to Exchange Act Rule 12h-3 to
direct ABS issuers to Exchange Act Rule 15d-22 for the requirements
regarding suspension of reporting for ABS.
---------------------------------------------------------------------------

    \41\ 17 CFR 230.415(a)(1)(x).
---------------------------------------------------------------------------

2. Comments on the Proposed Amendments
    Commentators expressed general support, and no commentators
provided specific comment on these proposed revisions.\42\
---------------------------------------------------------------------------

    \42\ See letters from ASF and Barnard.
---------------------------------------------------------------------------

3. Final Rule
    After further consideration, we are adopting the amendments to our
rules relating to when annual and other reports need to be filed and
when starting and suspension dates are determined with respect to a
takedown substantially as proposed.\43\ We are also adopting the
changes to Exchange Act Rule 12h-3(b)(1) to conform the rule to the
language of amended Exchange Act Section 15(d), and provide a
clarifying note to Exchange Act Rule 12h-3(b)(1) as proposed. In
addition to the changes to Exchange Act Rule 12h-3 that we proposed, we
are adding a clarifying note to Exchange Act Rule 12h-6 directing
foreign private issuers that are ABS issuers to Exchange Act Rule 15d-
22 for the requirements regarding suspension of reporting of ABS.
---------------------------------------------------------------------------

    \43\ As adopted we are including a reference to Securities Act
Rule 415(a)(1)(vii).
---------------------------------------------------------------------------

III. Paperwork Reduction Act

A. Background

    Certain provisions of the disclosure rules and forms applicable to
ABS issuers contain ``collection of information'' requirements within
the meaning of the Paperwork Reduction Act of 1995 (``PRA'').\44\ The
Commission published a notice requesting comment on the collection of
information requirements in the Proposing Release for the amendments,
and submitted these requirements to the Office of Management and Budget
for review in accordance with the PRA.\45\ An agency may not conduct or
sponsor, and a person is not required to comply with, a collection of
information unless it displays a currently valid control number. The
titles for the affected collections of information are:
---------------------------------------------------------------------------

    \44\ 44 U.S.C. 3501 et seq.
    \45\ 44 U.S.C. 3507(d) and 5 CFR 1320.11.
---------------------------------------------------------------------------

    (1) ``Form 10-K'' (OMB Control No. 3235-0063);
    (2) ``Form 10-D'' (OMB Control No. 3235-0604);
    (3) ``Form 8-K'' (OMB Control No. 3235-0288); and
    (4) ``Form 15'' (OMB Control No. 3235-0167).

Compliance with the information collections is mandatory. Responses to
the information collections are not kept confidential and there is no
mandatory retention period for the collections of information.
    Our PRA burden estimate for Form 10-K, Form 8-K and Form 15 is
based on an average of the time and cost incurred by all types of
public companies, not just ABS issuers, to prepare the collection of
information. Form 10-D is a form that is only prepared and filed by ABS
issuers. Form 10-D is filed within 15 days of each required
distribution date on the ABS,

as specified in the governing documents for such securities, containing
periodic distribution and pool performance information.
    Our PRA burden estimates for the collections of information are
based on information that we receive on entities assigned to Standard
Industrial Classification Code 6189, the code used by ABS issuers, as
well as information from outside data sources.\46\ In the Proposing
Release, we based our estimates on an average of the data that we have
available for years 2004 through 2009. In some cases, our estimates for
the number of ABS issuers that file Form 10-D with the Commission are
based on an average of the number of ABS offerings in 2006 through
2009.\47\
---------------------------------------------------------------------------

    \46\ We rely on two outside sources of ABS issuance data. We use
the ABS issuance data from Asset-Backed Alert on the initial terms
of offerings, and we supplement that data with information from
Securities Data Corporation (SDC).
    \47\ Form 10-D was not implemented until 2006. Before
implementation of Form 10-D, ABS issuers often filed their
distribution reports under cover of Form 8-K.
---------------------------------------------------------------------------

    In the Proposing Release we requested comment on the PRA analysis.
No commentators responded to our request for comment on the PRA
analysis. Subsequent to the enactment of the Act, the number of Forms
10-K, 8-K and 10-D filed by ABS issuers is expected to increase each
year by the number of ABS registered offerings and the number of Forms
15 filed by ABS issuers is expected to decrease by a similar number.
    The amendments provide for ABS issuers to suspend their reporting
obligation under certain circumstances. While we expect that some
issuers will be able to suspend their reporting obligations in the
future as a result of the rules we adopt today, for purposes of the
PRA, we estimated that the proposal will not affect our PRA estimates
over the next three years.\48\ We also estimated that the amendments to
Exchange Act Rule 15d-22 relating to reporting and shelf registration
and Exchange Act Rule 12h-3 to conform the rule to Exchange Act Section
15(d) will not affect our PRA estimates.
---------------------------------------------------------------------------

    \48\ Since historical data on the numbers of classes of ABS that
reduce their non-affiliated holders to zero is not generally
available, we are using statistics relating to average expected deal
life to establish our PRA estimate. Statistics compiled from SDC
Platinum suggest that the average expected deal life of a class of
ABS is over 5 years.
---------------------------------------------------------------------------

    The amendments are generally consistent with our proposals,
although the amendments do provide for semi-annual assessment, rather
than an annual assessment, and provide for immediate suspension of
reporting when there are no outstanding ABS. We do not believe that the
changes from our proposal will affect our PRA estimates.
    As indicated above, we do not estimate that the final rules will
affect our PRA estimates over the next three years, however, as
explained in further detail in the Proposing Release, the Act's
amendment to Section 15(d) is expected to effect the number of periodic
and current reports and Forms 15 filed by ABS issuers each year.
    We are revising our estimates to reflect 2010 data regarding ABS
filings. In the Proposing Release we based our estimates for the number
of ABS issuers on an average of the data that we have available for
years 2004 through 2009. The yearly average of ABS registered offerings
with the Commission over the period from 2004 to 2009 was 958. The
yearly average of ABS registered offerings with the Commission over the
period from 2005 to 2010, a similar 6-year period, was 751.\49\ As a
result, for PRA purposes, we are updating our estimates of annual
increases in Form 10-K filings to 751 filings,\50\ in Form 10-D filings
to 4,506 filings,\51\ and in Form 8-K to 1,127 filings \52\ and
reducing the annual decrease in Form 15 filings to 751 filings.\53\ In
addition, consistent with our estimate in the Proposing Release that an
average of six Form 10-D filings will be filed annually instead of ten
Form 10-D filings, which forms the basis of the current PRA inventory
for Form 10-D, we are reducing our current inventory of annual
responses to Form 10-D to reflect the new annual estimate.
---------------------------------------------------------------------------

    \49\ We have chosen to continue using a six year average to
estimate the number of ABS registered offerings despite the
significant drop off in filings after 2007. As discussed in the
Proposing Release, in order to estimate the number of Forms 10-K,
Forms 10-D, Forms 8-K, and Forms 15 filed by ABS issuers for PRA
purposes, we average the estimate of the number of those forms over
three years. For the first year of our average, we are using an
updated number of 751 as an estimate for the number of issuers we
expect to file Forms 10-K, Forms 10-D and Forms 8-K. In the second
year, we increase our estimate by 751 to a total of 1,502 and in the
third year, the addition of another 751 brings the total to 2,253.
The average number of issuers that we expect to file forms over
three years would, therefore, be 1,502, however 751 of those issuers
would have filed forms prior to the statutory change. We reduce the
estimated increase by 751 to account for those issuers. We are
therefore increasing our estimate by 751 issuers to account for the
increase in the number of issuers that will be required to file
reports as a result of the statutory change. See the Proposing
Release supra note 6 at note 30.
    \50\ As discussed above, we estimate that an additional 751
issuers will be required to file reports as a result of the
statutory change. We continue to estimate that each ABS issuer would
have one annual Form 10-K filing.
    \51\ We continue to estimate that each ABS issuer would have six
annual Form 10-D filings resulting in 4,506 additional Form 10-D
filings (751 ABS issuers x 6 filings) as a result of the statutory
change.
    \52\ We continue to estimate that each ABS issuer would have 1.5
annual Form 8-K filings resulting in 1,127 additional Form 8-K
filings (751 ABS issuers x 1.5 filings) as a result of the statutory
change.
    \53\ As indicated in the Proposing Release, we assume that in
any given year the issuers of all registered ABS issued in the prior
year would have suspended reporting using Form 15. After the
implementation of the Act, issuers are no longer able to
automatically suspend reporting; therefore, Form 15 will no longer
be used by these ABS issuers as it was in the past. As a result, for
the purposes of PRA, we estimate a decrease in Form 15 filings of
751.
---------------------------------------------------------------------------

    In summation, we estimate, for PRA purposes, increases of 90,120
total burden hours for Form 10-K (751 Forms 10-K times 120 burden hours
per filing), 135,180 total burden hours for Form 10-D (4,506 Forms 10-D
times 30 burden hours per filing), and 5,635 total burden hours for
Form 8-K (1,127 Forms 8-K times 5 burden hours per filing), as well as
a decrease of 1,127 total burden hours for Form 15 (751 Forms 15 times
1.5 burden hours per filing) as a result of the statutory changes to
Exchange Act Section 15(d).\54\ We allocate 75% of those hours (an
increase of 67,590 hours for Form 10-K, 101,385 hours for Form 10-D,
and 4,226 hours for Form 8-K) to internal burden and the remaining 25%
to external costs using a rate of $400 per hour (an increase of
$9,012,000 for Form 10-K, $13,518,000 for Form 10-D and $563,500 for
Form 8-K). In addition, we estimate, for PRA purposes, a decrease in
total burden hours due to a change in agency estimate of the number of
annual Form 10-D filings of 120,000 (4,000 Form 10-D filings times 30
burden hours per filing). We allocate 75% of those hours to internal
burden (a decrease of 90,000) and the remaining 25% to external costs
using a rate of $400 per hour (a decrease of $12,000,000).
---------------------------------------------------------------------------

    \54\ We allocate all of the burden for Form 15 filings to
internal burden hours.
---------------------------------------------------------------------------

    The table below illustrates the changes in annual compliance burden
in the collection of information in hours and costs for existing
reports for ABS issuers as a result of the statutory changes mandated
by the Act as well as the reduction in the estimated number of Form 10-
D filings described above.

--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Decrease or
                                       Current      Proposed       Current     Decrease or    Proposed        Current       increase in      Proposed
               Form                    annual        annual        burden      increase in     burden       professional   professional    professional
                                      responses     responses       hours     burden hours      hours          costs           costs          costs
--------------------------------------------------------------------------------------------------------------------------------------------------------
10-K..............................        13,545        14,296    21,363,548        67,590    21,431,138   $2,848,473,000    $9,012,000   $2,857,485,000
10-D..............................        10,000        10,506       225,000        11,385       236,385       30,000,000     1,518,000       31,518,000
8-K...............................       115,795       116,922       493,436         4,226       497,662       54,212,000       563,500       54,775,500
15................................         3,000         2,249         4,500       (1,127)         3,373                0             0                0
--------------------------------------------------------------------------------------------------------------------------------------------------------

IV. Benefit-Cost Analysis

    Exchange Act Section 15(d) generally establishes an ongoing
reporting obligation for issuers with a registration statement that has
become effective pursuant to the Securities Act. Prior to enactment of
the Act, Exchange Act Section 15(d) provided that for issuers without a
class of securities registered under the Exchange Act the duty to file
ongoing reports is automatically suspended as to any fiscal year, other
than the fiscal year within which the registration statement for the
securities became effective, if the securities of each class to which
the registration statement relates are held of record by less than 300
persons. The Act amended Exchange Act Section 15(d) to eliminate the
automatic suspension of the duty to file ongoing Exchange Act reports
for ABS issuers and granted the Commission authority to issue rules
providing for the suspension or termination of such duty. The
Commission is exercising its authority under the Exchange Act, as
amended by the Act, by amending Exchange Act Rules 12h-3, 12h-6 and
15d-22 to provide for the suspension of the duty to file for certain
ABS issuers and reduce their compliance costs as discussed in this
release.\55\
---------------------------------------------------------------------------

    \55\ The proposed amendments to Exchange Act Rules 12h-3, 12h-6
and 15d-22(a) and (c) do not substantively alter the current
requirements and should help issuers comply with their obligations
and avoid confusion.
---------------------------------------------------------------------------

    The Commission is sensitive to the benefits and costs imposed by
the rules it is amending. The discussion below focuses on the benefits
and costs of the decisions made by the Commission in the exercise of
its new exemptive authority provided by the Act, rather than the costs
and benefits of the Act itself.

A. Benefits

    The amendments the Commission is adopting allow an issuer to
suspend reporting under certain circumstances and update certain
provisions relating to reporting obligations under a shelf registration
statement. Providing for issuers to suspend reporting would provide the
benefit of allowing those issuers that are now required by the Act to
continue reporting to avoid the costs of preparing and filing annual
and periodic reports with the Commission when only affiliates of the
depositor hold any outstanding securities of the classes sold in
registered transactions.
    We believe that reporting of the ongoing performance of an ABS is
useful to investors and the market by providing readily accessible
information upon which investors may evaluate performance and make
ongoing investment decisions. We also recognize, however, that there
are circumstances where the costs do not justify the benefits of
reporting to investors and the market. In adopting rules to provide for
the suspension or termination of the duty to file for certain ABS
issuers, we have sought to balance the value of the information to
investors and the market with the burden on the issuers of preparing
the reports. More specifically, we believe that when there are only
affiliated holders of the ABS, those affiliates will generally be able
to receive relevant information because of their relationship with the
depositor. Therefore, we are adopting new Exchange Act Rule 15d-22(b)
to provide for issuers to suspend their reporting obligation under
Section 15(d), as to any semi-annual fiscal period, if, at the
beginning of the semi-annual fiscal period, there are no longer ABS of
the class that were sold in a registration statement held by non-
affiliates of the depositor and a certification on Form 15 has been
filed.
    We originally proposed that ABS issuers assess annually whether
non-affiliates hold the ABS sold in registered transactions. We
recognize that there is a trade-off between allowing the assessment to
take place too frequently or not frequently enough. If the assessment
is conducted frequently, it might result in an ABS issuer changing its
reporting status often with the effect of less continuity in its annual
and other reports. Reporting gaps could be detrimental to investors'
ability to evaluate ABS performance and make ongoing investment
decisions. However, more frequent assessments will allow an ABS issuer
to report less and cease reporting as soon as non-affiliates no longer
hold its securities, thus reducing the issuer's reporting burden and
associated costs. Less frequent assessment of whether only affiliates
hold the registered ABS issued, might result in unnecessary continued
reporting until the assessment is made, up to 12 months for an annual
assessment. The new Exchange Act Rule 15d-22(b) allows for semi-annual
assessment, which we believe appropriately balances these competing
interests.

B. Costs

    In revising Exchange Act Section 15(d), Congress exhibited an
intent to increase the continued reporting by ABS issuers, but gave the
Commission authority to place limitations on that reporting in the
public interest. The Commission exercised this authority and is
adopting amendments allowing ABS issuers to suspend their reporting
obligation under certain limited conditions. Providing for the
suspension of reporting limits the ability of market participants to
access and review information for those ABS that suspend reporting. We
believe that this cost is mitigated under these conditions, since
affiliates will generally be able to receive relevant information
because of their relationship with the depositor. Thus, only non-
holders of a particular ABS are affected. Furthermore, the utility of
the information to market participants is limited since ABS owned
solely by affiliates generally have no public market.
    We recognize that there are additional costs to assessing holders
semi-annually and preparing ongoing disclosure for registered
transactions relative to the costs of issuing in the private markets.
An issuer's decision about whether to issue registered ABS may be
affected by the threshold at which issuers may suspend their reporting
obligations under Section 15(d). We solicited comments on whether an
alternative suspension threshold might mitigate this effect or be more
appropriate for other reasons. Although three commentators responded to
our request with suggested alternatives, we are not adopting those
alternatives, as discussed in Section II.A.3. above. No commentator
provided us with data or analysis that would support an alternative
threshold. Thus, we continue to believe that a threshold of zero non-

affiliates is consistent with the Act and presents an appropriate
balance between the value of the reported information to investors and
the market, and the costs of preparing the reports.

V. Consideration of Burden on Competition and Promotion of Efficiency,
Competition and Capital Formation

    Section 23(a) of the Exchange Act \56\ requires the Commission,
when making rules and regulations under the Exchange Act, to consider
the impact a new rule would have on competition. Section 23(a)(2)
prohibits the Commission from adopting any rule that would impose a
burden on competition not necessary or appropriate in furtherance of
the purposes of the Exchange Act. Section 3(f) of the Exchange Act \57\
requires the Commission, when engaging in rulemaking that requires it
to consider whether an action is necessary or appropriate in the public
interest, to consider, in addition to the protection of investors,
whether the action would promote efficiency, competition, and capital
formation. The discussion below focuses on the effects of the decisions
made by the Commission in the exercise of its new exemptive authority
provided by the Act, rather than the effects of the Act itself.
---------------------------------------------------------------------------

    \56\ 15 U.S.C. 78w(a).
    \57\ 15 U.S.C. 78c(f).
---------------------------------------------------------------------------

    The Act amended Exchange Act Section 15(d) to eliminate the
automatic suspension of the duty to file ongoing Exchange Act reports
for ABS issuers and granted the Commission authority to issue rules
providing for the suspension or termination of such duty. The
Commission is exercising its authority under the Act by amending
Exchange Act Rules 12h-3, 12h-6 and 15d-22 to provide for the
suspension of the duty to file for certain ABS issuers and reduce their
compliance costs as discussed in this release.
    The amendments update the reporting requirements for takedowns from
shelf registration in Exchange Act Rule 15d-22 and provide for the
suspension of the duty to file for certain ABS issuers as discussed in
this release. Providing for ABS issuers with only affiliated holders to
suspend their duty to file decreases transparency regarding those
issuers. The suspension of the duty to file reduces compliance costs
for issuers, which could increase efficiency and facilitate capital
formation.
    An inability to suspend the duty to file may encourage some issuers
to offer ABS privately or not to issue ABS at all, rather than
registering those ABS and incurring the ongoing reporting costs. If
issuers register fewer ABS, this would reduce liquidity, decrease
transparency in the ABS market and decrease capital formation. The
amendments provide for ABS issuers to suspend their duty to file when
they have only affiliated investors remaining and provide issuers
certainty regarding when they may suspend reporting, which may
encourage some ABS issuers to register ABS and offer ABS in the public
markets. These changes are intended to mitigate the aforementioned
incentives to offer ABS privately or not to issue ABS at all.
    The clarifications provided in Exchange Act Rule 15d-22, 12h-3, and
12h-6 may have a beneficial effect on the efficiency of managing ABS
offerings, especially takedowns from ABS shelf registration, by
providing issuers with a better understanding of their Exchange Act
reporting obligations and facilitating compliance.
    We do not believe the amendments will have an impact or burden on
competition.

VI. Regulatory Flexibility Act Certification

    Under Section 605(b) of the Regulatory Flexibility Act, we
certified that, when adopted, the proposals would not have a
significant economic impact on a substantial number of small entities.
We included the certification in Part IX of the Proposing Release, but
received no comment.

VII. Statutory Authority and Text of Rule and Form Amendments

    We are adopting the amendments contained in this document under the
authority set forth in Sections 3(b), 12, 13, 15, 23(a), and 36 of the
Exchange Act.

List of Subjects in 17 CFR Parts 240 and 249

    Reporting and recordkeeping requirements, Securities.

    For the reasons set out above, Title 17, Chapter II of the Code of
Federal Regulations is amended as follows:

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934

0
1. The authority citation for part 240 continues to read in part as
follows:

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3,
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i,
78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78n-1, 78o, 78o-4, 78p, 78q,
78s, 78u-5, 78w, 78x, 78ll, 78mm, 80a-20, 80a-23, 80a-29, 80a-37,
80b-3, 80b-4, 80b-11, and 7201 et seq.; and 18 U.S.C. 1350 and 12
U.S.C. 5221(e)(3), unless otherwise noted.
* * * * *

0
2. Amend Sec.  240.12h-3 by:
0
a. In paragraph (b)(1) introductory text adding ``, other than any
class of asset-backed securities,'' in the first sentence after ``Any
class of securities''; and
0
b. Adding a Note to paragraph (b).
    The addition reads as follows:

Sec.  240.12h-3  Suspension of duty to file reports under section
15(d).

* * * * *
    (b) * * *
    (2) * * *

    Note to Paragraph (B): The suspension of classes of asset-backed
securities is addressed in Sec.  240.15d-22.

* * * * *

0
3. Amend Sec.  240.12h-6 by adding a Note after paragraph (i) to read
as follows:

Sec.  240.12h-6  Certification by a foreign private issuer regarding
the termination of registration of a class of securities under section
12(g) or the duty to file reports under section 13(a) or section 15(d).

* * * * *
    (i) * * *

    Note to Sec.  240.12h-6:  The suspension of classes of asset-
backed securities is addressed in Sec.  240.15d-22.

* * * * *

0
4. Revise Sec.  240.15d-22 to read as follows:

Sec.  240.15d-22  Reporting regarding asset-backed securities under
section 15(d) of the Act.

    (a) With respect to an offering of asset-backed securities
registered pursuant to Sec.  230.415(a)(1)(vii) or Sec.
230.415(a)(1)(x) of this chapter:
    (1) Annual and other reports need not be filed pursuant to section
15(d) of the Act (15 U.S.C. 78o(d)) regarding any class of securities
to which such registration statement relates until the first bona fide
sale in a takedown of securities under the registration statement; and
    (2) The starting and suspension dates for any reporting obligation
under section 15(d) of the Act (15 U.S.C. 78o(d)) with respect to a
takedown of any class of asset-backed securities are determined
separately for each takedown of securities under the registration
statement.
    (b) The duty to file annual and other reports pursuant to section
15(d) of the Act (15 U.S.C. 78o(d)) regarding any class of asset-backed
securities is suspended:
    (1) As to any semi-annual fiscal period, if, at the beginning of
the semi-

annual fiscal period, other than a period in the fiscal year within
which the registration statement became effective, or, for offerings
conducted pursuant to Sec.  230.415(a)(1)(vii) or Sec.
230.415(a)(1)(x), the takedown for the offering occurred, there are no
asset-backed securities of such class that were sold in a registered
transaction held by non-affiliates of the depositor and a certification
on Form 15 (17 CFR 249.323) has been filed; or
    (2) When there are no asset-backed securities of such class that
were sold in a registered transaction still outstanding, immediately
upon filing with the Commission a certification on Form 15 (17 CFR
249.323) if the issuer of such class has filed all reports required by
Section 13(a), without regard to Rule 12b-25 (17 CFR 249.322), for the
shorter of its most recent three fiscal years and the portion of the
current year preceding the date of filing Form 15, or the period since
the issuer became subject to such reporting obligation. If the
certification on Form 15 is subsequently withdrawn or denied, the
issuer shall, within 60 days, file with the Commission all reports
which would have been required if such certification had not been
filed.

    Note 1 to Paragraph (b):  Securities held of record by a broker,
dealer, bank or nominee for any of them for the accounts of
customers shall be considered as held by the separate accounts for
which the securities are held.

    Note 2 to Paragraph (b):  An issuer may not suspend reporting if
the issuer and its affiliates acquire and resell securities as part
of a plan or scheme to evade the reporting obligations of Section
15(d).

    (c) This section does not affect any other reporting obligation
applicable with respect to any classes of securities from additional
takedowns under the same or different registration statements or any
reporting obligation that may be applicable pursuant to section 12 of
the Act (15 U.S.C. 78l).

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
5. The authority citation for part 249 continues to read in part as
follows:

    Authority: 15 U.S.C. 78a et seq. and 7201 et seq.; and 18 U.S.C.
1350, unless otherwise noted.
* * * * *

0
6. Amend Form 15 (referenced in Sec.  249.323) by:
0
a. Adding a checkbox referring to ``Rule 15d-22(b)'' after the checkbox
referring to ``Rule 15d-6''; and
0
b. By revising the first sentence of the Instruction to read: ``This
form is required by Rules 12g-4, 12h-3, 15d-6 and 15d-22 of the General
Rules and Regulations under the Securities Exchange Act of 1934.''

    Note: The text of Form 15 does not and this amendment will not
appear in the Code of Federal Regulations.

    By the Commission.

     Dated: August 17, 2011.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011-21500 Filed 8-22-11; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 88, Number 12 (Thursday, January 19, 2023)]
[Notices]
[Pages 3401-3402]
[FR Doc No: 2023-00951]

-----------------------------------------------------------------------

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Project No. 2587-066]

Northern States Power Company; Notice of Application Tendered for
Filing With The Commission and Soliciting Additional Study Requests and
Establishing Procedural Schedule for Relicensing and a Deadline for
Submission of Final Amendments

    Take notice that the following hydroelectric application has been
filed with the Commission and is available for public inspection.
    a. Type of Application: New Major License.
    b. Project No.: 2587-066.
    c. Date Filed: December 30, 2022.
    d. Applicant: Northern States Power Company.
    e. Name of Project: Superior Falls Hydroelectric Project (Superior
Falls Project).
    f. Location: The Superior Falls Project is located on the Montreal
River in Iron County, Wisconsin and Gogebic County, Michigan.
    g. Filed Pursuant to: Federal Power Act, 16 U.S.C. 791 (a)-825(r).
    h. Applicant Contact: Matt Miller, Hydro License Consultant,
Northern States Power Company, 1414 West Hamilton Avenue, P.O. Box 8,
Eau Claire, Wisconsin 54702-0008,<PHONE_NUMBER> or email at
[email protected].
    i. FERC Contact: Lee Emery at<PHONE_NUMBER> or email at
[email protected].
    j. Cooperating Agencies: Federal, state, local, and tribal agencies
with jurisdiction and/or special expertise with respect to
environmental issues that wish to cooperate in the preparation of the
environmental document should follow the instructions for filing such
requests described in item l below. Cooperating agencies should note
the Commission's policy that agencies that cooperate in the preparation
of the environmental document cannot also intervene. See, 94 FERC ]
61,076 (2001).
    k. Pursuant to section 4.32(b)(7) of 18 CFR of the Commission's
regulations, if any resource agency, Indian Tribe, or person believes
that an additional scientific study should be conducted in order to
form an adequate factual basis for a complete analysis of the
application on its merit, the resource agency, Indian Tribe, or person
must file a request for a study with the Commission not later than 60
days from the date of filing of the application, and serve a copy of
the request on the applicant.
    l. Deadline for filing additional study requests and requests for
cooperating agency status: February 28, 2023.
    The Commission strongly encourages electronic filing. Please file
additional study requests and requests for cooperating agency status
using the Commission's eFiling system at https://ferconline.ferc.gov/FERCOnline.aspx. For assistance, please contact FERC Online Support at
[email protected],<PHONE_NUMBER> (toll free), or (202) 502-
8659 (TTY). In lieu of electronic filing, you may submit a paper copy.
Submissions sent via the U.S. Postal Service must be addressed to:
Kimberly D. Bose, Secretary, Federal Energy Regulatory Commission, 888
First Street NE, Room 1A, Washington, DC 20426.

Submissions sent via any other carrier must be addressed to: Kimberly
D. Bose, Secretary, Federal Energy Regulatory Commission, 12225 Wilkins
Avenue, Rockville, Maryland 20852. All filings must clearly identify
the project name and docket number on the first page: Superior Falls
Hydroelectric Project (P-2587-066).
    m. This application is not ready for environmental analysis at this
time.
    n. The existing Superior Falls Project consists of: (1) a reservoir
with a surface area of 16.3-acres with a storage capacity of 78.2 acre-
feet; (2) a 240-foot-long, 28.5-foot-high dam; (3) a 1,697-foot-long,
7-foot diameter conduit; (4) a 28-foot-diameter by 28-foot-high surge
tank; (5) two 207-foot-long by 54-inch-diameter penstocks extending
from the surge tank to the powerhouse; (6) a powerhouse containing two
turbine-generator units each rated at 825 kilowatts with a combined
plant capacity of 1.65 megawatts; (7) a 200-foot-long above ground
transmission line; and (8) appurtenant facilities.
    The Superior Falls Project is operated in a run-of-river mode with
an estimated average annual energy production of 11,436 megawatt-hours,
based on a five-year period ending in 2021. Northern States Power
Company proposes to continue operating the project as a run-of-river
facility and does not propose any new construction to the project.
    o. A copy of the application can be viewed on the Commission's
website at http://www.ferc.gov using the ``eLibrary'' link. Enter the
docket number excluding the last three digits in the docket number
field to access the document. At this time, the Commission has
suspended access to the Commission's Public Reference Room due to the
proclamation declaring a National Emergency concerning the Novel
Coronavirus Disease (COVID-19) issued on March 13, 2020. For
assistance, contact FERC at [email protected] or call toll-
free,<PHONE_NUMBER> or<PHONE_NUMBER> (TTY).
    You may also register online at http://www.ferc.gov/docs-filing/esubscription.asp to be notified via email of new filings and issuances
related to this or other pending projects. For assistance, contact FERC
Online Support.
    p. Procedural Schedule: The application will be processed according
to the following preliminary schedule. Revisions to the schedule will
be made as appropriate.

------------------------------------------------------------------------
                  Milestone                           Target date
------------------------------------------------------------------------
Issue Deficiency Letter (if necessary).......  March 2023.
Request Additional Information (if necessary)  April 2023.
Issue Scoping Document 1 for comments........  September 2023.
Issue Scoping Document 2 (if necessary)......  December 2023.
------------------------------------------------------------------------

    q. Final amendments to the application must be filed with the
Commission no later than 30 days from the issuance date of the notice
of ready for environmental analysis.

    Dated: January 12, 2023.
Kimberly D. Bose,
Secretary.
[FR Doc. 2023-00951 Filed 1-18-23; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register Volume 79, Number 175 (Wednesday, September 10, 2014)]
[Notices]
[Page 53701]
[FR Doc No: 2014-21545]

-----------------------------------------------------------------------

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. ER14-2759-000]

R.R. Donnelley & Sons Company; Supplemental Notice That Initial
Market-Based Rate Filing Includes Request for Blanket Section 204
Authorization

    This is a supplemental notice in the above-referenced proceeding,
of R.R. Donnelley & Sons Company's application for market-based rate
authority, with an accompanying rate schedule, noting that such
application includes a request for blanket authorization, under 18 CFR
Part 34, of future issuances of securities and assumptions of
liability.
    Any person desiring to intervene or to protest should file with the
Federal Energy Regulatory Commission, 888 First Street NE., Washington,
DC 20426, in accordance with Rules 211 and 214 of the Commission's
Rules of Practice and Procedure (18 CFR 385.211 and 385.214). Anyone
filing a motion to intervene or protest must serve a copy of that
document on the Applicant.
    Notice is hereby given that the deadline for filing protests with
regard to the applicant's request for blanket authorization, under 18
CFR Part 34, of future issuances of securities and assumptions of
liability is September 23, 2014.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper, using the FERC Online links at http://www.ferc.gov. To facilitate electronic service, persons with Internet
access who will eFile a document and/or be listed as a contact for an
intervenor must create and validate an eRegistration account using the
eRegistration link. Select the eFiling link to log on and submit the
intervention or protests.
    Persons unable to file electronically should submit an original and
5 copies of the intervention or protest to the Federal Energy
Regulatory Commission, 888 First Street NE., Washington, DC 20426.
    The filings in the above-referenced proceeding(s) are accessible in
the Commission's eLibrary system by clicking on the appropriate link in
the above list. They are also available for review in the Commission's
Public Reference Room in Washington, DC. There is an eSubscription link
on the Web site that enables subscribers to receive email notification
when a document is added to a subscribed docket(s). For assistance with
any FERC Online service, please email<EMAIL_ADDRESS>or
call<PHONE_NUMBER> (toll free). For TTY, call<PHONE_NUMBER>.

    Dated: September 3, 2014.
Nathaniel J. Davis, Sr.,
Deputy Secretary.
[FR Doc. 2014-21545 Filed 9-9-14; 8:45 am]
BILLING CODE 6717-01-P