80 FR 31430 - Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Section 804.00 of the Listed Company Manual To Specify That Issuers Seeking a Review of a Delisting Decision Made by the Staff of NYSE Regulation, Inc. Must Have Paid All Prior Fees Owed to the Exchange
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 80, Issue 105 (June 2, 2015)
Federal Register Volume 80, Issue 105 (June 2, 2015)
| Page Range | 31430-31432 | |
| FR Document | 2015-13326 |
[Federal Register Volume 80, Number 105 (Tuesday, June 2, 2015)] [Notices] [Pages 31430-31432] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2015-13326] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-75057; File No. SR-NYSE-2015-25] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Section 804.00 of the Listed Company Manual To Specify That Issuers Seeking a Review of a Delisting Decision Made by the Staff of NYSE Regulation, Inc. Must Have Paid All Prior Fees Owed to the Exchange May 28, 2015. Pursuant to section 19(b)(1) \1\ of the Securities Exchange Act of 1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given that on May 13, 2015, New York Stock Exchange LLC (``NYSE'' or ``Exchange'') filed with the Securities and Exchange Commission (``Commission'') the proposed rule change as described in Items I and II below, which Items have been prepared by the self-regulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). \2\ 15 U.S.C. 78a. \3\ 17 CFR 240.19b-4. --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend section 804.00 of the Listed Company Manual (the ``Manual'') to specify that issuers seeking a review of a delisting decision made by the staff of NYSE Regulation, Inc. (``NYSE Regulation'') must have paid all prior fees owed to the Exchange before the Exchange will accept payment of the applicable appeal fee. The text of the proposed rule change is available on the Exchange's Web site at www.nyse.com, at the principal office of the Exchange, and at the Commission's Public Reference Room. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the self-regulatory organization included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of those statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant parts of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to amend section 804.00 of the Manual to specify that issuers seeking a review of a delisting decision made by the staff of NYSE Regulation must have paid all prior fees owed to the Exchange before the Exchange will accept payment of the applicable appeal fee. Companies listed on the Exchange are subject to certain fees throughout the life of their listing, including annual fees for each class or series of security listed on the Exchange as well as fees associated with initial and supplemental listing applications. Although all fees are due immediately when billed, on some limited occasions listed companies fail to remit payment for fees due to the Exchange. If payment is not received when due, the Exchange has procedures in place to collect on outstanding bills. In the event that a listed company repeatedly fails to pay fees due to the Exchange, it can be subject to delisting. NYSE Regulation monitors listed companies for compliance with [[Page 31431]] Exchange rules and can initiate delisting proceedings in the event of non-compliance. Listed companies that are subject to a delisting determination by the staff of NYSE Regulation have the right to appeal staff's determination to the Committee for Review (the ``Committee'') of the Board of Directors of NYSE Regulation. Currently, companies that would like to undertake such appeal must pay a $20,000 nonrefundable appeal fee. In the Exchange's experience, listed companies that are non- compliant with Exchange rules--and thus subject to delisting-- frequently also struggle financially and may be unable to pay their vendors or service providers. It is possible, therefore, that a company subject to delisting for failure to comply with Exchange rules may also be delinquent in the payment of fees due to the Exchange. Should NYSE Regulation commence delisting proceedings against such company, the Exchange believes it is fair to require that the company first pay all past-due fees before it can submit the applicable appeal fee and request a review of staff's delisting decision. When a company appeals a delisting determination to the Committee, the staff of NYSE Regulation invests a significant amount of time and effort preparing appeal briefs and other related documentation. Before the staff of NYSE Regulation expends these additional resources, it believes it is appropriate to require that companies seeking an appeal have paid the Exchange in full for all services already provided. The Exchange proposes to amend section 804.00 of the Manual to make this requirement explicit. The proposed requirement is consistent with the rules of the NYSE MKT which has a comparable rule.\4\ --------------------------------------------------------------------------- \4\ See section 1203(a) of the NYSE MKT Company Guide. --------------------------------------------------------------------------- 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with section 6(b) of the Act,\5\ in general, and furthers the objectives of sections 6(b)(4) \6\ of the Act, in particular, in that it is designed to provide for the equitable allocation of reasonable dues, fees, and other charges among its members and issuers and other persons using its facilities. The Exchange also believes that the proposed rule change is consistent with section 6(b)(5) \7\ of the Act in that it is not designed to permit unfair discrimination between customers, issuers, brokers, or dealers. The Exchange further believes that the proposed rule change is consistent with section 6(b)(7) \8\ of the Act because listed companies will still have adequate due process rights to appeal any delisting action. --------------------------------------------------------------------------- \5\ 15 U.S.C. 78f(b). \6\ 15 U.S.C. 78f(b)(4). \7\ 15 U.S.C. 78f(b)(5). \8\ 15 U.S.C. 78f(b)(7). --------------------------------------------------------------------------- The Exchange believes that it is reasonable to require that a company seeking to appeal a delisting determination made by NYSE Regulation first pay all past due fees owed to the Exchange. All companies listed on the Exchange are subject to annual and other fees. The Exchange believes that its proposal is reasonable because it is consistent with the Exchange's goal of ensuring that all issuers pay for the benefit of having their securities listed on the Exchange as well as other regulatory benefits received from the Exchange and therefore ensures that fees are equitably allocated among listed companies. The proposed rule change is not designed to permit unfair discrimination because all listed companies seeking to appeal a delisting decision will be subject to the provisions of section 804.00 of the Manual and each company will be required to pay only the amount it has incurred under the Exchange's fee rules as generally applied to all listed companies. B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. The proposed change simply requires that listed companies first pay all past due fees owed to the Exchange before they can request an appeal of a delisting determination. Such requirement ensures that all listed companies pay for the benefit of having their securities listed on the Exchange. Accordingly, the Exchange does not believe that the proposed change will impose any burden on competition. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were solicited or received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The Exchange has filed the proposed rule change pursuant to section 19(b)(3)(A)(iii) of the Act \9\ and Rule 19b-4(f)(6) thereunder.\10\ Because the proposed rule change does not: (i) Significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative prior to 30 days from the date on which it was filed, or such shorter time as the Commission may designate, if consistent with the protection of investors and the public interest, the proposed rule change has become effective pursuant to section 19(b)(3)(A) of the Act and Rule 19b- 4(f)(6)(iii) thereunder. --------------------------------------------------------------------------- \9\ 15 U.S.C. 78s(b)(3)(A)(iii). \10\ 17 CFR 240.19b-4(f)(6). --------------------------------------------------------------------------- At any time within 60 days of the filing of such proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings under section 19(b)(2)(B) \11\ of the Act to determine whether the proposed rule change should be approved or disapproved. --------------------------------------------------------------------------- \11\ 15 U.S.C. 78s(b)(2)(B). --------------------------------------------------------------------------- IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic CommentsUse the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or Send an email to [email protected]. Please include File Number SR-NYSE-2015-25 on the subject line. Paper Comments Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-NYSE-2015-25. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent [[Page 31432]] amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site viewing and printing in the Commission's Public Reference Room, 100 F Street NE., Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of such filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-NYSE-2015-25 and should be submitted on or before June 23, 2015. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\12\ Robert W. Errett, Deputy Secretary. --------------------------------------------------------------------------- \12\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- [FR Doc. 2015-13326 Filed 6-1-15; 8:45 am] BILLING CODE 8011-01-P
![31430 Federal Register / Vol. 80, No. 105 / Tuesday, June 2, 2015 / Notices
Supplementary Material .01 and Rule Commission and any person, other than I. Self-Regulatory Organization’s
6710 are inconsistent and, as a result, those that may be withheld from the Statement of the Terms of Substance of
there could be some ambiguity about the public in accordance with the the Proposed Rule Change
operative definition of Asset-Backed provisions of 5 U.S. C. 552, will be The Exchange proposes to amend
Security. Therefore, the Commission available for Web site viewing and section 804.00 of the Listed Company
believes that waiving the operative printing in the Commission’s Public Manual (the ‘‘Manual’’) to specify that
delay for the proposed rule change and Reference Room, 100 F Street NE., issuers seeking a review of a delisting
allowing it to be implemented on June Washington, DC 20549, on official decision made by the staff of NYSE
1, 2015, which is the date that the business days between the hours of Regulation, Inc. (‘‘NYSE Regulation’’)
definition of Asset-Backed Security in 10:00 a.m. and 3:00 p.m. Copies of such must have paid all prior fees owed to
Rule 6710 is effective and TRACE filing also will be available for the Exchange before the Exchange will
dissemination of Asset-Backed Security inspection and copying at the principal accept payment of the applicable appeal
information begins, would be office of FINRA. All comments received fee.
appropriate in the public interest and will be posted without change; the The text of the proposed rule change
consistent with the protection of Commission does not edit personal is available on the Exchange’s Web site
investors. identifying information from at www.nyse.com, at the principal office
At any time within 60 days of the submissions. You should submit only of the Exchange, and at the
filing of the proposed rule change, the information that you wish to make Commission’s Public Reference Room.
Commission summarily may available publicly. All submissions
temporarily suspend such rule change if should refer to File Number SR–FINRA– II. Self-Regulatory Organization’s
it appears to the Commission that such 2015–012 and should be submitted on Statement of the Purpose of, and
action is necessary or appropriate in the or before June 23, 2015. Statutory Basis for, the Proposed Rule
public interest, for the protection of Change
For the Commission, by the Division of
investors, or otherwise in furtherance of In its filing with the Commission, the
Trading and Markets, pursuant to delegated
the purposes of the Act. If the authority.11 self-regulatory organization included
Commission takes such action, the statements concerning the purpose of,
Robert W. Errett,
Commission shall institute proceedings and basis for, the proposed rule change
to determine whether the proposed rule Deputy Secretary.
[FR Doc. 2015–13378 Filed 6–1–15; 8:45 am]
and discussed any comments it received
should be approved or disapproved. on the proposed rule change. The text
BILLING CODE 8011–01–P
IV. Solicitation of Comments of those statements may be examined at
the places specified in Item IV below.
Interested persons are invited to
SECURITIES AND EXCHANGE The Exchange has prepared summaries,
submit written data, views, and
COMMISSION set forth in sections A, B, and C below,
arguments concerning the foregoing,
of the most significant parts of such
including whether the proposed rule
statements.
change is consistent with the Act. [Release No. 34–75057; File No. SR–NYSE–
Comments may be submitted by any of 2015–25] A. Self-Regulatory Organization’s
the following methods: Statement of the Purpose of, and the
Self-Regulatory Organizations; New Statutory Basis for, the Proposed Rule
Electronic Comments York Stock Exchange LLC; Notice of Change
• Use the Commission’s Internet Filing and Immediate Effectiveness of
comment form (http://www.sec.gov/ Proposed Rule Change To Amend 1. Purpose
rules/sro.shtml); or Section 804.00 of the Listed Company The Exchange proposes to amend
• Send an email to rule-comments@ Manual To Specify That Issuers section 804.00 of the Manual to specify
sec.gov. Please include File Number SR– Seeking a Review of a Delisting that issuers seeking a review of a
FINRA–2015–012 on the subject line. Decision Made by the Staff of NYSE delisting decision made by the staff of
Paper Comments Regulation, Inc. Must Have Paid All NYSE Regulation must have paid all
Prior Fees Owed to the Exchange prior fees owed to the Exchange before
• Send paper comments in triplicate the Exchange will accept payment of the
to Secretary, Securities and Exchange May 28, 2015. applicable appeal fee.
Commission, 100 F Street NE., Pursuant to section 19(b)(1) 1 of the Companies listed on the Exchange are
Washington, DC 20549–1090. Securities Exchange Act of 1934 subject to certain fees throughout the
All submissions should refer to File (‘‘Act’’) 2 and Rule 19b–4 thereunder,3 life of their listing, including annual
Number SR–FINRA–2015–012. This file notice is hereby given that on May 13, fees for each class or series of security
number should be included on the 2015, New York Stock Exchange LLC listed on the Exchange as well as fees
subject line if email is used. To help the (‘‘NYSE’’ or ‘‘Exchange’’) filed with the associated with initial and
Commission process and review your Securities and Exchange Commission supplemental listing applications.
comments more efficiently, please use (‘‘Commission’’) the proposed rule Although all fees are due immediately
only one method. The Commission will change as described in Items I and II when billed, on some limited occasions
post all comments on the Commission’s below, which Items have been prepared listed companies fail to remit payment
Internet Web site (http://www.sec.gov/ for fees due to the Exchange. If payment
asabaliauskas on DSK5VPTVN1PROD with NOTICES
by the self-regulatory organization. The
rules/sro.shtml). Copies of the Commission is publishing this notice to is not received when due, the Exchange
submission, all subsequent solicit comments on the proposed rule has procedures in place to collect on
amendments, all written statements change from interested persons. outstanding bills. In the event that a
with respect to the proposed rule listed company repeatedly fails to pay
change that are filed with the 11 17 CFR 200.30–3(a)(12). fees due to the Exchange, it can be
Commission, and all written 1 15 U.S.C. 78s(b)(1). subject to delisting.
communications relating to the 2 15 U.S.C. 78a. NYSE Regulation monitors listed
proposed rule change between the 3 17 CFR 240.19b–4. companies for compliance with
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![31432 Federal Register / Vol. 80, No. 105 / Tuesday, June 2, 2015 / Notices
amendments, all written statements Flexible Credit’’), Griffin-Benefit Street www.sec.gov/search/search.htm or by
with respect to the proposed rule Partners BDC Corp. (‘‘Griffin BSP,’’ and calling (202) 551–8090.
change that are filed with the with BSP BDC and Providence Flexible
Applicants’ Representations
Commission, and all written Credit, the ‘‘Existing Regulated Funds’’),
communications relating to the Providence TMT Debt Opportunity 1. BSP BDC is a Maryland corporation
proposed rule change between the Fund II L.P. (‘‘Fund II’’), PECM Strategic organized as a closed-end management
Commission and any person, other than Funding L.P. (‘‘Strategic Funding’’), investment company that intends to
those that may be withheld from the Providence Debt Fund III L.P. (‘‘Fund elect to be regulated as a BDC under
public in accordance with the III’’), Providence Debt Fund III Master section 54(a) of the Act.1 BSP BDC’s
provisions of 5 U.S.C. 552, will be (Non-U.S.) L.P. (‘‘Fund III Offshore’’), Objectives and Strategies 2 are to
available for Web site viewing and Benefit Street Partners Capital generate both current income and
printing in the Commission’s Public Opportunity Fund L.P. (‘‘BSP Capital capital appreciation by primarily
Reference Room, 100 F Street NE., Fund’’), Benefit Street Partners SMA LM investing in secured debt, unsecured
Washington, DC 20549, on official L.P (‘‘Benefit Street LM’’), Benefit Street debt, as well as related equity securities
business days between the hours of Partners SMA–C L.P. (‘‘Benefit Street issued by private U.S. middle market
10:00 a.m. and 3:00 p.m. Copies of such SMA–C,’’ and with Fund II, Strategic companies. The board of directors
filing also will be available for Funding, Fund III, Fund III Offshore, (‘‘Board’’) of BSP BDC will be
inspection and copying at the principal BSP Capital Fund and Benefit Street comprised of five directors, three of
office of the Exchange. All comments LM, the ‘‘Existing Affiliated Funds’’), whom will be persons who are not
received will be posted without change; Providence Equity Capital Markets ‘‘interested persons’’ of BSP BDC as
the Commission does not edit personal L.L.C. (‘‘Fund II Affiliated Adviser’’), defined in section 2(a)(19) of the Act
identifying information from Benefit Street Partners L.L.C. (‘‘BSP (‘‘Non-Interested Directors’’).
Adviser’’) and Griffin Capital BDC 2. Providence Flexible Credit is a
submissions. You should submit only
Advisor, LLC (‘‘GBA’’). Massachusetts business trust organized
information that you wish to make
FILING DATES: The application was filed as closed-end investment company
available publicly. All submissions
on February 26, 2013, and amended on registered under the Act. Providence
should refer to File Number SR–NYSE–
January 31, 2014, July 23, 2014, Flexible Credit’s Objectives and
2015–25 and should be submitted on or
December 18, 2014 and April 22, 2015. Strategies are to seek total return
before June 23, 2015.
through a combination of current
For the Commission, by the Division of HEARING OR NOTIFICATION OF HEARING: An
income and capital appreciation.
Trading and Markets, pursuant to delegated order granting the requested relief will
Providence Flexible Credit will seek to
authority.12 be issued unless the Commission orders
achieve its investment objective by
Robert W. Errett, a hearing. Interested persons may
investing primarily in a portfolio of (i)
Deputy Secretary. request a hearing by writing to the
secured loans made primarily to
Commission’s Secretary and serving
[FR Doc. 2015–13326 Filed 6–1–15; 8:45 am] companies whose debt is below
applicants with a copy of the request,
BILLING CODE 8011–01–P investment grade quality; (ii) corporate
personally or by mail. Hearing requests
bonds that are expected to be primarily
should be received by the Commission
high yield issues of below investment
SECURITIES AND EXCHANGE by 5:30 p.m. on June 22, 2015, and
grade quality; and (iii) debt investment
COMMISSION should be accompanied by proof of
opportunities in middle market
service on applicants, in the form of an
[Release No. IC–31651; File No. 812–14126] companies in the United States that are
affidavit or, for lawyers, a certificate of
of below investment grade quality.
service. Pursuant to rule 0–5 under the
Benefit Street Partners BDC, Inc., et Providence Flexible Credit will have a
Act, hearing requests should state the
al.; Notice of Application Board with a majority of trustees that
nature of the writer’s interest, any facts
are Non-Interested Directors.
May 27, 2015. bearing upon the desirability of a 3. Griffin BSP is a Maryland
AGENCY: Securities and Exchange hearing on the matter, the reason for the corporation organized as a closed-end
Commission (‘‘Commission’’). request, and the issues contested. management investment company that
ACTION: Notice of application for an
Persons who wish to be notified of a has elected to be regulated as a BDC
order under sections 17(d) and 57(i) of hearing may request notification by under the Act. Griffin BSP’s Objectives
the Investment Company Act of 1940 writing to the Commission’s Secretary. and Strategies are to generate both
(the ‘‘Act’’) and rule 17d–1 under the ADDRESSES: Secretary, U.S. Securities current income and capital
Act to permit certain joint transactions and Exchange Commission, 100 F St. appreciation. Applicants state that
otherwise prohibited by sections 17(d) NE., Washington, DC 20549–1090. Griffin BSP seeks to achieve its
and 57(a)(4) of the Act and rule 17d–1 Applicants: 9 West 57th Street, 49th investment objective by investing in
under the Act. Floor, New York, NY 10019. secured and unsecured debt, as well as
FOR FURTHER INFORMATION CONTACT:
SUMMARY OF APPLICATION: Applicants David J. Marcinkus, Senior Counsel, at 1 Section 2(a)(48) defines a BDC to be any closed-
request an order to permit certain (202) 551–6882 or David P. Bartels, end investment company that operates for the
purpose of making investments in securities
business development companies Branch Chief, at (202) 551–6821 (Chief described in sections 55(a)(1) through 55(a)(3) of the
(‘‘BDC’’) and closed-end management Counsel’s Office, Division of Investment
asabaliauskas on DSK5VPTVN1PROD with NOTICES
Act and makes available significant managerial
investment companies to co-invest in Management). assistance with respect to the issuers of such
securities.
portfolio companies with each other and SUPPLEMENTARY INFORMATION: The 2 ‘‘Objectives and Strategies’’ means a Regulated
with affiliated investment funds. following is a summary of the Fund’s investment objectives and strategies, as
APPLICANTS: Benefit Street Partners BDC, application. The complete application described in the Regulated Fund’s registration
Inc. (‘‘BSP BDC’’), Providence Flexible may be obtained via the Commission’s statement on Form N–2, other filings the Regulated
Fund has made with the Commission under the
Credit Allocation Fund (‘‘Providence Web site by searching for the file Securities Act of 1933 (the ‘‘Securities Act’’), or
number, or for an applicant using the under the Securities Exchange Act of 1934, and the
12 17 CFR 200.30–3(a)(12). Company name box, at http:// Regulated Fund’s reports to shareholders.
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Document Created: 2015-12-15 15:12:03
Document Modified: 2015-12-15 15:12:03
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
| Publisher | Office of the Federal Register, National Archives and Records Administration | |
| Section | Notices | |
| FR Citation | 80 FR 31430 |
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