81 FR 56720 - Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing of Proposed Rule Change Amending Section 146 of the NYSE MKT Company Guide To Adjust the Entitlement to Services of Special Purpose Acquisition Companies
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 81, Issue 162 (August 22, 2016)
Federal Register Volume 81, Issue 162 (August 22, 2016)
| Page Range | 56720-56722 | |
| FR Document | 2016-19894 |
[Federal Register Volume 81, Number 162 (Monday, August 22, 2016)] [Notices] [Pages 56720-56722] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2016-19894] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-78586; File No. SR-NYSEMKT-2016-62] Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing of Proposed Rule Change Amending Section 146 of the NYSE MKT Company Guide To Adjust the Entitlement to Services of Special Purpose Acquisition Companies August 16, 2016. Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given that, on August 2, 2016, NYSE MKT LLC (the ``Exchange'' or ``NYSE MKT'') filed with the Securities and Exchange Commission (the ``Commission'') the proposed rule change as described in Items I, II, and III 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 146 of the NYSE MKT Company Guide (the ``Company Guide'') to adjust the entitlement to services of special purpose acquisition companies. 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, [[Page 56721]] 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 146 of the Company Guide to adjust the service entitlements of special purpose acquisition companies (``SPACs'') under that rule. The Exchange offers complimentary products and services for a period of 24 calendar months from the date of initial listing to a category of listed companies defined as Eligible New Listings. Eligible New Listings include: (i) any U.S. company that lists common stock on the Exchange for the first time and any non-U.S. company that lists an equity security on the Exchange under Section 101 or 110 of the Company Guide for the first time, regardless of whether such U.S. or non-U.S. company conducts an offering, (ii) any U.S. or non-U.S. company that transfers its listing of common stock or equity securities, respectively, to the Exchange from another national securities exchange or (iii) any U.S. or non-U.S. company emerging from a bankruptcy, spinoff (where a company lists new shares in the absence of a public offering), and carve-out (where a company carves out a business line or division, which then conducts a separate initial public offering). Eligible New Listings are entitled to receive Web-hosting products and services (with a commercial value of approximately $16,000 annually), web-casting services (with a commercial value of approximately $6,500 annually), whistleblower hotline services (with a commercial value of approximately $4,000 annually), news distribution products and services (with a commercial value of approximately $20,000 annually) and corporate governance tools (with a commercial value of approximately $15,000 annually) for a period of 24 calendar months from the date of initial listing on the Exchange. Notwithstanding the foregoing, however, if an Eligible New Listing begins to use a particular product or service provided for under Section 146 within 30 days of its initial listing date, the complimentary period will begin on the date of first use. A SPAC is a special purpose company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more operating businesses or assets. To qualify for initial listing a SPAC must meet one of the quantitative standards in Section 101 or 102 and also the SPAC-specific requirements of Section 119. At least 90% of the gross proceeds from the SPAC's initial public offering and any concurrent sale by the company of equity securities must be deposited in a trust account maintained by an independent trustee, an escrow account maintained by an ``insured depository institution'', as that term is defined in Section 3(c)(2) of the Federal Deposit Insurance Act, or in a separate bank account established by a registered broker or dealer (collectively, a ``deposit account''). Under Section 119(b), within 36 months of the effectiveness of a SPAC's initial public offering registration statement, or such shorter period that the company specifies in its registration statement, the company must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the deposit account (excluding any deferred underwriter's fees and taxes payable on the income earned on the deposit account) at the time of the agreement to enter into the initial combination (the ``Business Combination Condition''). The Exchange now proposes to amend Section 146 to exclude newly- listed SPACs from the definition of Eligible New Listings. In lieu of receiving these services at the time of initial listing, the proposed amended rule would treat a SPAC that remains listed after meeting the Business Combination Condition as an Eligible New Listing and would provide the services to which that status would entitle it for 24 months from the date of meeting the Business Combination Condition. The Exchange believes this approach is appropriate in light of the special characteristics of a SPAC. SPACs raise money on a one-time basis and typically trade at a price that is very close to their liquidation value. As such, SPAC managements are typically not focused on their stock price and investor relations to the same degree as operating companies are. As the services provided to Eligible New Listings are targeted in large part on those market-driven concerns of newly-listed operating companies, they are less useful to SPACs. A SPAC that has met the Business Combination Condition, on the other hand, is similarly situated to a newly-formed publicly-traded operating company and the Exchange believes that the services provided to Eligible New Listings will be as relevant and attractive to a SPAC that has met the Business Combination Condition as to the newly-listed operating companies that are generally eligible for those services. The Exchange believes that companies will often require a period of time after meeting the Business Combination Condition to complete the contracting and training process with vendors providing the complimentary products and services. Therefore, many companies may not be able to begin using the suite of products offered to them immediately on becoming eligible. To address this issue, the Exchange proposes to specify in Section 146 that if a SPAC that has met the Business Combination Condition begins using a particular service within 30 days after the date of it met [sic] the Business Combination Condition, the complimentary period begins on such date of first use. In all other instances, the complimentary period will begin on the date the SPAC meets the Business Combination Condition. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act, \4\ in general, and furthers the objectives of Sections 6(b)(4) \5\ 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) \6\ of the Act in that it is not designed to permit unfair discrimination between customers, issuers, brokers, or dealers. --------------------------------------------------------------------------- \4\ 15 U.S.C. 78f(b). \5\ 15 U.S.C. 78f(b)(4). \6\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- The Exchange believes that it is reasonable to offer complimentary products and services to attract and retain listings and respond to competitive pressures. As SPACs are unlikely to utilize the services available to them currently at the time of initial listing but would likely find those services useful if they remain listed after they meet the Business Combination Condition, the Exchange believes it is reasonable to shift the time when SPACs are eligible for the services available to Eligible New Listings to the period [[Page 56722]] immediately after meeting the Business Combination Condition. The Exchange believes that it is not unfairly discriminatory to provide SPACs with the applicable services only if and when they meet the Business Combination Condition. The Exchange recognizes that not all SPACs will meet the Business Combination Condition and that some listed SPACs will therefore never become eligible for the services that would be provided to an otherwise similarly qualified operating company. However, given the specific characteristics of the SPAC structure, these services are generally not of any particular value to a SPAC prior to meeting the Business Combination Condition and the Exchange therefore believes that those SPACs that never qualify for the services will not suffer any meaningful detriment as a consequence. Allowing SPACs up to 30 days after meeting the Business Combination Condition to start using the complimentary products and services is a reflection of the Exchange's experience that it can take companies a period of time to review and complete necessary contracts and training for services following their becoming eligible for those services. Allowing this modest 30 day period, if the company needs it, helps ensure that the company will have the benefit of the full period permitted under the rule to actually use the services, thus giving companies the full intended benefit. 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. In many cases, SPACs will consider transferring to a new listing venue at the time they meet the Business Combination Condition. The proposed rule change enables the Exchange to compete for the retention of these companies by offering them a package of complimentary products and services that assist their transition to being a publicly listed operating company for the first time. All similarly situated companies are eligible for the same package of services. Therefore, the proposed creation of Section 146 of the Company Guide will increase competition by enabling the Exchange to more effectively compete for listings. 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 Within 45 days of the date of publication of this notice in the Federal Register or up to 90 days (i) as the Commission may designate if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the self-regulatory organization consents, the Commission will: (A) by order approve or disapprove the proposed rule change, or (B) institute proceedings to determine whether the proposed rule change should be disapproved. 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-NYSEMKT-2016-62 on the subject line. Paper Comments Send paper comments in triplicate to Brent J. Fields, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-NYSEMKT-2016-62. 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 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 the 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-NYSEMKT-2016-62 and should be submitted on or before September 12, 2016. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\7\ --------------------------------------------------------------------------- \7\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Robert W. Errett, Deputy Secretary. [FR Doc. 2016-19894 Filed 8-19-16; 8:45 am] BILLING CODE 8011-01-P
![56720 Federal Register / Vol. 81, No. 162 / Monday, August 22, 2016 / Notices
to its filing. This letter was from the ICI, Commission may designate if it finds available publicly. All submissions
in which it argued that the Exchange such longer period to be appropriate should refer to File Number SR–NYSE–
should interpret its existing rules as and publishes its reasons for so finding 2016–55 and should be submitted on or
providing for the following: or (ii) as to which the self-regulatory before September 12, 2016.
• Investment companies should only organization consents, the Commission For the Commission, by the Division of
have to pay interim report fees once per will: Trading and Markets, pursuant to delegated
year rather than each time a report is (A) By order approve or disapprove authority.15
delivered to shareholders; the proposed rule change, or Robert W. Errett,
• the Preference Management Fee (B) institute proceedings to determine Deputy Secretary.
should be charged only on a one-time whether the proposed rule change
[FR Doc. 2016–19897 Filed 8–19–16; 8:45 am]
basis in relation to any specific account; should be disapproved.
• brokers should not be permitted to BILLING CODE 8011–01–P
IV. Solicitation of Comments
collect any fees whatsoever from
investment companies in relation to Interested persons are invited to
submit written data, views, and SECURITIES AND EXCHANGE
fund shares held in managed accounts;
• brokers should not be allowed to arguments concerning the foregoing, COMMISSION
receive any portion of the regulated fees including whether the proposed rule [Release No. 34–78586; File No. SR–
collected by intermediaries conducting change is consistent with the Act. NYSEMKT–2016–62]
distributions on their behalf; Comments may be submitted by any of
• the current rule should be the following methods: Self-Regulatory Organizations; NYSE
interpreted as applying the Notice and MKT LLC; Notice of Filing of Proposed
Electronic Comments Rule Change Amending Section 146 of
Access fees to electronic deliveries
under proposed Rule 30e–3; and • Use the Commission’s Internet the NYSE MKT Company Guide To
• the Notice and Access Fees should comment form (http://www.sec.gov/ Adjust the Entitlement to Services of
not be payable in relation to any rules/sro.shtml); or Special Purpose Acquisition
account that does not actually receive a • Send an email to rule-comments@ Companies
Notice and Access delivery under sec.gov. Please include File Number SR–
NYSE–2016–55 on the subject line. August 16, 2016.
proposed Rule 30e–3.
Pursuant to Section 19(b)(1) 1 of the
The Exchange does not agree that Paper Comments Securities Exchange Act of 1934 (the
there is any justification in the text of
Rule 451 for regarding any of these • Send paper comments in triplicate ‘‘Act’’) 2 and Rule 19b–4 thereunder,3
to Brent J. Fields, Secretary, Securities notice is hereby given that, on August
positions as accurate interpretations of
and Exchange Commission, 100 F Street 2, 2016, NYSE MKT LLC (the
Rule 451 in its current form. The
NE., Washington, DC 20549–1090. ‘‘Exchange’’ or ‘‘NYSE MKT’’) filed with
purpose of the current proposal is solely
All submissions should refer to File the Securities and Exchange
to amend Rule 451 to facilitate the SEC’s
Number SR–NYSE–2016–55. This file Commission (the ‘‘Commission’’) the
potential finalization of proposed Rule
number should be included on the proposed rule change as described in
30e–3. Accordingly, and consistent with
subject line if email is used. To help the Items I, II, and III below, which Items
certain of ICI’s recommendations, the
Commission process and review your have been prepared by the self-
Exchange is proposing changes to its
comments more efficiently, please use regulatory organization. The
rules to apply the Notice and Access
only one method. The Commission will Commission is publishing this notice to
fees with respect to the distribution of
post all comments on the Commission’s solicit comments on the proposed rule
investment company shareholder
Internet Web site (http://www.sec.gov/ change from interested persons.
reports pursuant to any ‘‘notice and
access’’ rules adopted by the SEC in rules/sro.shtml). Copies of the I. Self-Regulatory Organization’s
relation to such distributions. In submission, all subsequent Statement of the Terms of Substance of
addition, and also as recommended by amendments, all written statements the Proposed Rule Change
the ICI in its letter, the Exchange’s with respect to the proposed rule
The Exchange proposes to amend
proposal would provide that the Notice change that are filed with the
Section 146 of the NYSE MKT Company
and Access fee would only apply to Commission, and all written
Guide (the ‘‘Company Guide’’) to adjust
accounts that actually receive Notice communications relating to the
the entitlement to services of special
and Access deliveries under proposed proposed rule change between the
purpose acquisition companies. The
Rule 30e–3 and not to accounts with Commission and any person, other than
proposed rule change is available on the
respect to which investment companies those that may be withheld from the
Exchange’s Web site at www.nyse.com,
are charged a Preference Management public in accordance with the
at the principal office of the Exchange,
fee. The Exchange does not believe that provisions of 5 U.S.C. 552, will be
and at the Commission’s Public
the other, more substantial changes to available for Web site viewing and
Reference Room.
the application of Rule 451 suggested by printing in the Commission’s Public
the ICI are necessary to implementation Reference Room, 100 F Street NE., II. Self-Regulatory Organization’s
of Rule 30e–3 if the SEC were to finalize Washington, DC 20549 on official Statement of the Purpose of, and
its proposal and, thus the Exchange business days between the hours of Statutory Basis for, the Proposed Rule
10:00 a.m. and 3:00 p.m. Copies of the Change
asabaliauskas on DSK3SPTVN1PROD with NOTICES
believes those proposals should be
given separate consideration. filing also will be available for In its filing with the Commission, the
inspection and copying at the principal self-regulatory organization included
III. Date of Effectiveness of the office of the Exchange. All comments
Proposed Rule Change and Timing for statements concerning the purpose of,
received will be posted without change;
Commission Action the Commission does not edit personal 15 17 CFR 200.30–3(a)(12).
Within 45 days of the date of identifying information from 1 15 U.S.C.78s(b)(1).
publication of this notice in the Federal submissions. You should submit only 2 15 U.S.C. 78a.
Register or up to 90 days (i) as the information that you wish to make 3 17 CFR 240.19b–4.
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![Federal Register / Vol. 81, No. 162 / Monday, August 22, 2016 / Notices 56721
and basis for, the proposed rule change listing date, the complimentary period Business Combination Condition, on the
and discussed any comments it received will begin on the date of first use. other hand, is similarly situated to a
on the proposed rule change. The text A SPAC is a special purpose company newly-formed publicly-traded operating
of those statements may be examined at formed for the purpose of effecting a company and the Exchange believes that
the places specified in Item IV below. merger, capital stock exchange, asset the services provided to Eligible New
The Exchange has prepared summaries, acquisition, stock purchase, Listings will be as relevant and
set forth in sections A, B, and C below, reorganization or similar business attractive to a SPAC that has met the
of the most significant parts of such combination with one or more operating Business Combination Condition as to
statements. businesses or assets. To qualify for the newly-listed operating companies
initial listing a SPAC must meet one of that are generally eligible for those
A. Self-Regulatory Organization’s the quantitative standards in Section services.
Statement of the Purpose of, and the 101 or 102 and also the SPAC-specific
Statutory Basis for, the Proposed Rule The Exchange believes that
requirements of Section 119. At least companies will often require a period of
Change 90% of the gross proceeds from the time after meeting the Business
1. Purpose SPAC’s initial public offering and any Combination Condition to complete the
concurrent sale by the company of contracting and training process with
The Exchange proposes to amend equity securities must be deposited in a vendors providing the complimentary
Section 146 of the Company Guide to trust account maintained by an products and services. Therefore, many
adjust the service entitlements of special independent trustee, an escrow account companies may not be able to begin
purpose acquisition companies maintained by an ‘‘insured depository using the suite of products offered to
(‘‘SPACs’’) under that rule. institution’’, as that term is defined in them immediately on becoming eligible.
The Exchange offers complimentary Section 3(c)(2) of the Federal Deposit To address this issue, the Exchange
products and services for a period of 24 Insurance Act, or in a separate bank proposes to specify in Section 146 that
calendar months from the date of initial account established by a registered if a SPAC that has met the Business
listing to a category of listed companies broker or dealer (collectively, a ‘‘deposit Combination Condition begins using a
defined as Eligible New Listings. account’’). Under Section 119(b), within
particular service within 30 days after
Eligible New Listings include: (i) any 36 months of the effectiveness of a
the date of it met [sic] the Business
U.S. company that lists common stock SPAC’s initial public offering
Combination Condition, the
on the Exchange for the first time and registration statement, or such shorter
complimentary period begins on such
any non-U.S. company that lists an period that the company specifies in its
date of first use. In all other instances,
equity security on the Exchange under registration statement, the company
the complimentary period will begin on
Section 101 or 110 of the Company must complete one or more business
the date the SPAC meets the Business
Guide for the first time, regardless of combinations having an aggregate fair
Combination Condition.
whether such U.S. or non-U.S. company market value of at least 80% of the value
conducts an offering, (ii) any U.S. or of the deposit account (excluding any 2. Statutory Basis
non-U.S. company that transfers its deferred underwriter’s fees and taxes
payable on the income earned on the The Exchange believes that the
listing of common stock or equity proposed rule change is consistent with
securities, respectively, to the Exchange deposit account) at the time of the
agreement to enter into the initial Section 6(b) of the Act, 4 in general, and
from another national securities furthers the objectives of Sections
exchange or (iii) any U.S. or non-U.S. combination (the ‘‘Business
Combination Condition’’). 6(b)(4) 5 of the Act, in particular, in that
company emerging from a bankruptcy, it is designed to provide for the
The Exchange now proposes to amend
spinoff (where a company lists new equitable allocation of reasonable dues,
Section 146 to exclude newly-listed
shares in the absence of a public fees, and other charges among its
SPACs from the definition of Eligible
offering), and carve-out (where a members and issuers and other persons
New Listings. In lieu of receiving these
company carves out a business line or using its facilities. The Exchange also
services at the time of initial listing, the
division, which then conducts a believes that the proposed rule change
proposed amended rule would treat a
separate initial public offering). SPAC that remains listed after meeting is consistent with Section 6(b)(5) 6 of the
Eligible New Listings are entitled to the Business Combination Condition as Act in that it is not designed to permit
receive Web-hosting products and an Eligible New Listing and would unfair discrimination between
services (with a commercial value of provide the services to which that status customers, issuers, brokers, or dealers.
approximately $16,000 annually), web- would entitle it for 24 months from the The Exchange believes that it is
casting services (with a commercial date of meeting the Business reasonable to offer complimentary
value of approximately $6,500 Combination Condition. products and services to attract and
annually), whistleblower hotline The Exchange believes this approach retain listings and respond to
services (with a commercial value of is appropriate in light of the special competitive pressures. As SPACs are
approximately $4,000 annually), news characteristics of a SPAC. SPACs raise unlikely to utilize the services available
distribution products and services (with money on a one-time basis and typically to them currently at the time of initial
a commercial value of approximately trade at a price that is very close to their listing but would likely find those
$20,000 annually) and corporate liquidation value. As such, SPAC services useful if they remain listed after
governance tools (with a commercial managements are typically not focused
asabaliauskas on DSK3SPTVN1PROD with NOTICES
they meet the Business Combination
value of approximately $15,000 on their stock price and investor Condition, the Exchange believes it is
annually) for a period of 24 calendar relations to the same degree as operating reasonable to shift the time when SPACs
months from the date of initial listing on companies are. As the services provided are eligible for the services available to
the Exchange. Notwithstanding the to Eligible New Listings are targeted in Eligible New Listings to the period
foregoing, however, if an Eligible New large part on those market-driven
Listing begins to use a particular concerns of newly-listed operating 4 15 U.S.C. 78f(b).
product or service provided for under companies, they are less useful to 5 15 U.S.C. 78f(b)(4).
Section 146 within 30 days of its initial SPACs. A SPAC that has met the 6 15 U.S.C. 78f(b)(5).
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![56722 Federal Register / Vol. 81, No. 162 / Monday, August 22, 2016 / Notices
immediately after meeting the Business C. Self-Regulatory Organization’s provisions of 5 U.S.C. 552, will be
Combination Condition. Statement on Comments on the available for Web site viewing and
The Exchange believes that it is not Proposed Rule Change Received From printing in the Commission’s Public
unfairly discriminatory to provide Members, Participants, or Others Reference Room, 100 F Street NE.,
SPACs with the applicable services only No written comments were solicited Washington, DC 20549 on official
or received with respect to the proposed business days between the hours of
if and when they meet the Business
rule change. 10:00 a.m. and 3:00 p.m. Copies of the
Combination Condition. The Exchange
filing also will be available for
recognizes that not all SPACs will meet III. Date of Effectiveness of the inspection and copying at the principal
the Business Combination Condition Proposed Rule Change and Timing for office of the Exchange. All comments
and that some listed SPACs will Commission Action received will be posted without change;
therefore never become eligible for the the Commission does not edit personal
services that would be provided to an Within 45 days of the date of
publication of this notice in the Federal identifying information from
otherwise similarly qualified operating submissions. You should submit only
Register or up to 90 days (i) as the
company. However, given the specific information that you wish to make
Commission may designate if it finds
characteristics of the SPAC structure, available publicly. All submissions
such longer period to be appropriate
these services are generally not of any and publishes its reasons for so finding should refer to File Number SR–
particular value to a SPAC prior to or (ii) as to which the self-regulatory NYSEMKT–2016–62 and should be
meeting the Business Combination organization consents, the Commission submitted on or before September 12,
Condition and the Exchange therefore will: 2016.
believes that those SPACs that never (A) by order approve or disapprove For the Commission, by the Division of
qualify for the services will not suffer the proposed rule change, or Trading and Markets, pursuant to delegated
any meaningful detriment as a (B) institute proceedings to determine authority.7
consequence. whether the proposed rule change Robert W. Errett,
Allowing SPACs up to 30 days after should be disapproved. Deputy Secretary.
meeting the Business Combination IV. Solicitation of Comments [FR Doc. 2016–19894 Filed 8–19–16; 8:45 am]
Condition to start using the BILLING CODE 8011–01–P
complimentary products and services is Interested persons are invited to
a reflection of the Exchange’s submit written data, views, and
arguments concerning the foregoing, SECURITIES AND EXCHANGE
experience that it can take companies a
including whether the proposed rule COMMISSION
period of time to review and complete
change is consistent with the Act.
necessary contracts and training for [Investment Company Act Release No.
Comments may be submitted by any of
services following their becoming the following methods:
32219; 812–14632]
eligible for those services. Allowing this
modest 30 day period, if the company Electronic Comments Davis Fundamental ETF Trust, et al.;
Notice of Application
needs it, helps ensure that the company • Use the Commission’s Internet
will have the benefit of the full period comment form (http://www.sec.gov/ August 16, 2016.
permitted under the rule to actually use rules/sro.shtml); or Agency: Securities and Exchange
the services, thus giving companies the • Send an email to rule-comments@ Commission (‘‘Commission’’).
full intended benefit. sec.gov. Please include File Number SR– Action: Notice of an application for an
NYSEMKT–2016–62 on the subject line. order under section 6(c) of the
B. Self-Regulatory Organization’s
Statement on Burden on Competition Paper Comments Investment Company Act of 1940 (the
‘‘Act’’) for an exemption from sections
The Exchange does not believe that • Send paper comments in triplicate 2(a)(32), 5(a)(1), 22(d), and 22(e) of the
to Brent J. Fields, Secretary, Securities Act and rule 22c–1 under the Act, under
the proposed rule change will impose
and Exchange Commission, 100 F Street sections 6(c) and 17(b) of the Act for an
any burden on competition that is not
NE., Washington, DC 20549–1090. exemption from sections 17(a)(1) and
necessary or appropriate in furtherance
of the purposes of the Act. In many All submissions should refer to File 17(a)(2) of the Act, and under section
cases, SPACs will consider transferring Number SR–NYSEMKT–2016–62. This 12(d)(1)(J) for an exemption from
file number should be included on the sections 12(d)(1)(A) and 12(d)(1)(B) of
to a new listing venue at the time they
subject line if email is used. To help the the Act. The requested order would
meet the Business Combination
Commission process and review your permit (a) actively-managed series of
Condition. The proposed rule change
comments more efficiently, please use certain open-end management
enables the Exchange to compete for the only one method. The Commission will investment companies (‘‘Funds’’) to
retention of these companies by offering post all comments on the Commission’s issue shares redeemable in large
them a package of complimentary Internet Web site (http://www.sec.gov/ aggregations only (‘‘Creation Units’’); (b)
products and services that assist their rules/sro.shtml). Copies of the secondary market transactions in Fund
transition to being a publicly listed submission, all subsequent shares to occur at negotiated market
operating company for the first time. All amendments, all written statements prices rather than at net asset value
asabaliauskas on DSK3SPTVN1PROD with NOTICES
similarly situated companies are eligible with respect to the proposed rule (‘‘NAV’’); (c) certain Funds to pay
for the same package of services. change that are filed with the redemption proceeds, under certain
Therefore, the proposed creation of Commission, and all written circumstances, more than seven days
Section 146 of the Company Guide will communications relating to the after the tender of shares for
increase competition by enabling the proposed rule change between the redemption; (d) certain affiliated
Exchange to more effectively compete Commission and any person, other than persons of a Fund to deposit securities
for listings. those that may be withheld from the
public in accordance with the 7 17 CFR 200.30–3(a)(12).
VerDate Sep<11>2014 17:13 Aug 19, 2016 Jkt 238001 PO 00000 Frm 00146 Fmt 4703 Sfmt 4703 E:\FR\FM\22AUN1.SGM 22AUN1](https://thefederalregister.org/doc/81_FR_56882/page/3.svg)
Document Created: 2018-02-09 11:38:08
Document Modified: 2018-02-09 11:38:08
| 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 | 81 FR 56720 |
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