Form T-3, Application for Qualification of an Indenture under the Trust Indenture Act of 1939

Forms and Documents

Document Name	Status
Form SEC-1919 Form T-3: For Applications for Qualification of Indentures under the Trust Indenture Act of 1939 Form and Instruction	Modified
2025 06 24_90 FR 26895_3235-0105_30-Day Submission Notice.pdf.pdf Supplementary Document	2025-06-24
FormT-3.SupportingStatement.Final.pdf Supporting Statement A	2025-06-04
2025 03 11_90 FR 11768_3235-0105_60-Day Collection Notice.pdf Supplementary Document	2025-03-11
February 18, 2025.EDGAR PIA.pdf Supplementary Document	2025-03-04

IC Document Collections

IC ID	Document Title	Status
34360	Form T-3: For Applications for Qualification of Indentures under the Trust Indenture Act of 1939 Form and Instruction	Modified

ICR Details

OMB Control No: 3235-0105	ICR Reference No: 202502-3235-006
Status: Received in OIRA	Previous ICR Reference No: 202205-3235-007
Agency/Subagency: SEC	Agency Tracking No: CF
Title: Form T-3, Application for Qualification of an Indenture under the Trust Indenture Act of 1939
Type of Information Collection: Extension without change of a currently approved collection	Common Form ICR:  No
Type of Review Request: Regular	Date Submitted to OIRA: 06/24/2025

	Requested	Previously Approved
Expiration Date	36 Months From Approved	07/31/2025
Responses	8	11
Time Burden (Hours)	88	121
Cost Burden (Dollars)	153,600	140,800

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Abstract: An issuer of debt securities to be offered to the public in an offering that is not registered under the Securities Act of 1933 must qualify the indenture under the Trust Indenture Act of 1939 (“Act”) by filing a Form T-3 (17 CFR 269.3) application with the Securities and Exchange Commission (“Commission”). Qualification of the indenture extends the protection of the Act to debt holders in offerings that are exempt from Securities Act registration but deemed by Congress to merit the protections afforded by an indenture qualified under the Act. The form includes general information about the issuer of the debt securities to be offered, the basis for the exemption from Securities Act registration, a list of affiliates of the applicant, a list of underwriters for the issuer, a list of its principal security holders, summary capitalization information, and a description of the indenture to be qualified. Form T-3 is reviewed by the staff in deciding whether to qualify an indenture relating to securities offered to the public in an offering exempt from registration under the Securities Act of 1933.

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Authorizing Statute(s): US Code: 15 USC 77aaa et seq. Name of Law: Trust Indenture Act of 1939
  

Citations for New Statutory Requirements: None

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

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Federal Register Notices & Comments
60-day Notice:	Federal Register Citation:	Citation Date:
	90 FR 11768	03/11/2025
30-day Notice:	Federal Register Citation:	Citation Date:
	90 FR 26895	06/24/2025
Did the Agency receive public comments on this ICR? No

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

IC Title	Form No.	Form Name
Form T-3: For Applications for Qualification of Indentures under the Trust Indenture Act of 1939	SEC-1919	Form T-3

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ICR Summary of Burden

	Total Request	Previously Approved	Change Due to New Statute	Change Due to Agency Discretion	Change Due to Adjustment in Estimate	Change Due to Potential Violation of the PRA
Annual Number of Responses	8	11	0	0	-3	0
Annual Time Burden (Hours)	88	121	0	0	-33	0
Annual Cost Burden (Dollars)	153,600	140,800	0	0	12,800	0

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

Burden Increase Due to:

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

Burden Reduction Due to:

Short Statement: The decrease in burden of 33 hours and the increase of $12,800 in cost burden are due to adjustments. The decrease in burden hours reflects a decrease in the number of Forms T-3 responses (from 11 responses to 8 responses). Also, the increase in cost burden is because the Commission increased the cost burden per hour estimate from $400 per hour to $600 per hour for outside professionals.

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Annual Cost to Federal Government: $131,724,880

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

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

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

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

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

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

Is this ICR related to the Pandemic Response? No

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Common Form ICR:  No

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

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

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

(b) It avoids unnecessary duplication;

(c) It reduces burden on small entities;

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

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

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

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

(i) Why the information is being collected;

(ii) Use of information;

(iii) Burden estimate;

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

(v) Nature and extent of confidentiality; and

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

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

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

(j) It makes appropriate use of information technology.

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

Certification Date: 06/24/2025

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