81 FR 62937 - Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change Amending Section 907.00 of the NYSE Listed Company Manual To Adjust the Timing of Entitlements to Complimentary Products and Services for Special Purpose Acquisition Companies
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 81, Issue 177 (September 13, 2016)
Federal Register Volume 81, Issue 177 (September 13, 2016)
| Page Range | 62937-62939 | |
| FR Document | 2016-21914 |
[Federal Register Volume 81, Number 177 (Tuesday, September 13, 2016)] [Notices] [Pages 62937-62939] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2016-21914] ======================================================================= ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-78782; File No. SR-NYSE-2016-58] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change Amending Section 907.00 of the NYSE Listed Company Manual To Adjust the Timing of Entitlements to Complimentary Products and Services for Special Purpose Acquisition Companies September 7, 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 26, 2016, New York Stock Exchange LLC (``NYSE'' or the ``Exchange'') 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 907.00 of the NYSE Listed Company Manual (the ``Manual'') to adjust the service entitlements of special purpose acquisition companies (``SPACs'') under that rule. 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. [[Page 62938]] 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 907.00 of the Manual 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 102.01 or 103.00 of the Manual for the first time, regardless of whether such U.S. or non-U.S. company conducts an offering and (ii) 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 eligible for services as a Tier A or Tier B company as follows:Tier A: For Eligible New Listings with a global market value of $400 million or more, calculated as of the date of listing on the Exchange, the Exchange offers market surveillance, market analytics, Web-hosting, Web-casting, corporate governance tools, and news distribution products and services for a period of 24 calendar months from the date of listing. Tier B: For Eligible New Listings with a global market value of less than $400 million, calculated as of the date of listing on the Exchange, the Exchange offers Web-hosting, market analytics, Web-casting, corporate governance tools, and news distribution products and services for a period of 24 calendar months from the date of listing. Notwithstanding the foregoing, however, if an Eligible New Listing begins to use a particular product or service provided for under Section 907.00 within 30 days of its initial listing date, the complimentary period will begin on the date of first use.\4\ --------------------------------------------------------------------------- \4\ The Exchange does not propose to make any changes in this filing to the values of the various services set forth above as provided to eligible listed companies as specified in Section 907.00. --------------------------------------------------------------------------- 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 the requirements of Section 102.06 and 102.01A of the Manual.\5\ Section 102.06 of the Manual provides that the Exchange will consider on a case-by-case basis the appropriateness for listing of SPACs that conduct an initial public offering of which at least 90% of the proceeds, together with the proceeds of any other concurrent sales of the SPAC's equity securities, will be held in a trust account controlled by an independent custodian (the ``Trust Account'') until consummation of a business combination in the form of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in trust (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) (a ``Business Combination'' or the ``Business Combination Condition''). Under Section 102.06, the SPAC must be liquidated if no Business Combination has been consummated within a specified time period not to exceed three years. The Exchange will promptly commence delisting procedures with respect to any SPAC that fails to consummate its Business Combination within (i) the time period specified by its constitutive documents or by contract or (ii) three years, whichever is shorter. --------------------------------------------------------------------------- \5\ Section 102.06 refers to SPACs as ``acquisition companies'' or ``ACs.'' --------------------------------------------------------------------------- The Exchange now proposes to amend Section 907.00 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 907.00 that if a SPAC that has met the Business Combination Condition begins using a particular service within 30 days after the date of meeting 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,\6\ in general, and furthers the objectives of Sections 6(b)(4) \7\ 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) \8\ of the Act in that it is not designed to permit unfair discrimination between customers, issuers, brokers, or dealers. --------------------------------------------------------------------------- \6\ 15 U.S.C. 78f(b). \7\ 15 U.S.C. 78f(b)(4). \8\ 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 [[Page 62939]] 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 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 amendment to Section 907.00 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 Comments Use 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-2016-58 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-NYSE-2016-58. 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-NYSE-2016-58 and should be submitted on or before October 4, 2016. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\9\ --------------------------------------------------------------------------- \9\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Brent J. Fields, Secretary. [FR Doc. 2016-21914 Filed 9-12-16; 8:45 am] BILLING CODE 8011-01-P
![Federal Register / Vol. 81, No. 177 / Tuesday, September 13, 2016 / Notices 62937
10 CFR part 52 license (e.g., an early site nnco.nano.gov. Please reference page SECURITIES AND EXCHANGE
permit) or NRC regulatory approval and line numbers in your response, as COMMISSION
(e.g., a design certification rule) with appropriate. For individuals who do not
specified issue finality provisions. The have access to the internet, comments [Release No. 34–78782; File No. SR–NYSE–
NRC does not, at this time, intend to may be submitted in writing to: Stacey 2016–58]
impose the positions represented in Standridge, ATTN: NNI Strategic Plan
Revision 3 of RG 1.54 on combined Comments, 4201 Wilson Blvd., Stafford Self-Regulatory Organizations; New
license applicants in a manner that is II, Suite 405, Arlington, VA 22230. York Stock Exchange LLC; Notice of
inconsistent with any issue finality Filing of Proposed Rule Change
provisions. If, in the future, the NRC FOR FURTHER INFORMATION CONTACT: Amending Section 907.00 of the NYSE
seeks to impose a position in Revision Stacey Standridge, National Listed Company Manual To Adjust the
3 of RG 1.54 in a manner that does not Nanotechnology Coordination Office, Timing of Entitlements to
provide issue finality as described in the 703–292–8103, sstandridge@ Complimentary Products and Services
applicable issue finality provision, then nnco.nano.gov. for Special Purpose Acquisition
the NRC must address the criteria for Companies
avoiding issue finality as described in SUPPLEMENTARY INFORMATION: The NNI
the applicable issue finality provision. is a U.S. Government R&D program September 7, 2016.
Proposed Revision 3 of RG 1.54 involving 20 departments and Pursuant to Section 19(b)(1) 1 of the
updates the ASTM International independent agencies, 11 of which have Securities Exchange Act of 1934 (the
standards the NRC staff has approved budgets for nanotechnology R&D, ‘‘Act’’) 2 and Rule 19b–4 thereunder,3
for use when qualifying and testing working together toward the common notice is hereby given that, on August
protective coatings and linings used in vision of a future in which the ability to 26, 2016, New York Stock Exchange
nuclear power plants. understand and control matter at the LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed
Dated at Rockville, Maryland, this 7th day nanoscale level leads to a revolution in with the Securities and Exchange
of September, 2016. technology and industry that benefits Commission (the ‘‘Commission’’) the
For the Nuclear Regulatory Commission. society. The combined, coordinated proposed rule change as described in
Thomas H. Boyce, efforts of these agencies have Items I, II, and III below, which Items
accelerated discovery, development, have been prepared by the self-
Chief, Regulatory Guidance and Generic
Issues Branch, Division of Engineering, Office and deployment of nanotechnology regulatory organization. The
of Nuclear Regulatory Research. towards agency missions and the Commission is publishing this notice to
[FR Doc. 2016–21956 Filed 9–12–16; 8:45 am] broader national interest. solicit comments on the proposed rule
change from interested persons.
BILLING CODE 7590–01–P The NNI Strategic Plan describes the
NNI vision and goals and the strategies I. Self-Regulatory Organization’s
by which these goals are to be achieved. Statement of the Terms of Substance of
OFFICE OF SCIENCE AND The plan includes a description of the the Proposed Rule Change
TECHNOLOGY POLICY NNI investment strategy and the The Exchange proposes to amend
program component areas called for by Section 907.00 of the NYSE Listed
2016 National Nanotechnology
the 21st Century Research and Company Manual (the ‘‘Manual’’) to
Initiative Strategic Plan; Notice of
Development Act of 2003, and it also adjust the service entitlements of special
Availability and Request for Public
Comment identifies specific objectives toward purpose acquisition companies
collectively achieving the NNI vision. (‘‘SPACs’’) under that rule. The
ACTION:Notice of Availability and This plan updates and replaces the NNI proposed rule change is available on the
Request for Public Comment. Strategic Plan of February 2014. Exchange’s Web site at www.nyse.com,
The NNI Strategic Plan provides the at the principal office of the Exchange,
SUMMARY: The National Nanotechnology and at the Commission’s Public
Coordination Office (NNCO), on behalf framework that underpins the
nanotechnology-related activities of the Reference Room.
of the Nanoscale Science, Engineering,
and Technology (NSET) Subcommittee NNI agencies. Its aim is to ensure that II. Self-Regulatory Organization’s
of the Committee on Technology; advancements in nanotechnology and Statement of the Purpose of, and
National Science and Technology its applications continue in this vital Statutory Basis for, the Proposed Rule
Council (NSTC); announces the R&D enterprise, while potential Change
availability of the draft 2016 National concerns about current and future
applications are also addressed. The In its filing with the Commission, the
Nanotechnology Initiative (NNI)
purpose of the Strategic Plan is to self-regulatory organization included
Strategic Plan for public comment. The
statements concerning the purpose of,
draft plan is posted at www.nano.gov/ catalyze achievements in support of the
and basis for, the proposed rule change
2016strategy. Comments of goals and vision of the NNI by providing
and discussed any comments it received
approximately one page or less in length guidance for agency leaders, program
on the proposed rule change. The text
are requested. managers, and the research community
of those statements may be examined at
DATES: Comments must be received by regarding the planning and the places specified in Item IV below.
September 23, 2016. implementation of Federal The Exchange has prepared summaries,
nanotechnology R&D investments and
Lhorne on DSK30JT082PROD with NOTICES
ADDRESSES: The draft 2016 NNI set forth in sections A, B, and C below,
Strategic Plan is available on the NNI activities. of the most significant parts of such
Web site, www.nano.gov/2016strategy. Ted Wackler, statements.
The public is encouraged to submit
Deputy Chief of Staff and Assistant Director.
comments electronically through 1 15 U.S.C.78s(b)(1).
[FR Doc. 2016–21796 Filed 9–12–16; 8:45 am]
www.nano.gov/2016strategy, or via 2 15 U.S.C. 78a.
email to 2016NNIStrategy@ BILLING CODE 3270–F6–P 3 17 CFR 240.19b–4.
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![Federal Register / Vol. 81, No. 177 / Tuesday, September 13, 2016 / Notices 62939
they meet the Business Combination C. Self-Regulatory Organization’s provisions of 5 U.S.C. 552, will be
Condition, the Exchange believes it is Statement on Comments on the available for Web site viewing and
reasonable to shift the time when SPACs Proposed Rule Change Received From printing in the Commission’s Public
are eligible for the services available to Members, Participants, or Others Reference Room, 100 F Street NE.,
Eligible New Listings to the period No written comments were solicited Washington, DC 20549 on official
immediately after meeting the Business business days between the hours of
or received with respect to the proposed
Combination Condition. 10:00 a.m. and 3:00 p.m. Copies of the
rule change.
The Exchange believes that it is not filing also will be available for
unfairly discriminatory to provide III. Date of Effectiveness of the inspection and copying at the principal
SPACs with the applicable services only Proposed Rule Change and Timing for office of the Exchange. All comments
if and when they meet the Business Commission Action received will be posted without change;
Combination Condition. The Exchange Within 45 days of the date of the Commission does not edit personal
recognizes that not all SPACs will meet publication of this notice in the Federal identifying information from
the Business Combination Condition Register or up to 90 days (i) as the submissions. You should submit only
and that some listed SPACs will Commission may designate if it finds information that you wish to make
therefore never become eligible for the such longer period to be appropriate available publicly. All submissions
services that would be provided to an and publishes its reasons for so finding should refer to File Number SR–NYSE–
otherwise similarly qualified operating or (ii) as to which the self-regulatory 2016–58 and should be submitted on or
company. However, given the specific organization consents, the Commission before October 4, 2016.
characteristics of the SPAC structure, will: For the Commission, by the Division of
these services are generally not of any (A) By order approve or disapprove Trading and Markets, pursuant to delegated
particular value to a SPAC prior to the proposed rule change, or authority.9
meeting the Business Combination (B) institute proceedings to determine Brent J. Fields,
Condition and the Exchange therefore whether the proposed rule change Secretary.
believes that those SPACs that never should be disapproved. [FR Doc. 2016–21914 Filed 9–12–16; 8:45 am]
qualify for the services will not suffer BILLING CODE 8011–01–P
any meaningful detriment as a IV. Solicitation of Comments
consequence. Interested persons are invited to
Allowing SPACs up to 30 days after submit written data, views, and SECURITIES AND EXCHANGE
meeting the Business Combination arguments concerning the foregoing, COMMISSION
Condition to start using the including whether the proposed rule [Release No. 34–78780; File No. SR–
complimentary products and services is change is consistent with the Act. NYSEMKT–2016–87]
a reflection of the Exchange’s Comments may be submitted by any of
experience that it can take companies a the following methods: Self-Regulatory Organizations; NYSE
period of time to review and complete MKT LLC; Notice of Filing and
Electronic Comments
necessary contracts and training for Immediate Effectiveness of Proposed
services following their becoming • Use the Commission’s Internet Rule Change To Amend Rule 903 and
eligible for those services. Allowing this comment form (http://www.sec.gov/ Rule 900.2NY(50)
modest 30 day period, if the company rules/sro.shtml); or
• Send an email to rule-comments@ September 7, 2016.
needs it, helps ensure that the company
will have the benefit of the full period sec.gov. Please include File Number SR– Pursuant to Section 19(b)(1) 1 of the
permitted under the rule to actually use NYSE–2016–58 on the subject line. Securities Exchange Act of 1934 (the
the services, thus giving companies the ‘‘Act’’) 2 and Rule 19b–4 thereunder,3
Paper Comments notice is hereby given that on
full intended benefit.
• Send paper comments in triplicate September 6, 2016, NYSE MKT LLC (the
B. Self-Regulatory Organization’s to Brent J. Fields, Secretary, Securities ‘‘Exchange’’ or ‘‘NYSE MKT’’) filed with
Statement on Burden on Competition and Exchange Commission, 100 F Street the Securities and Exchange
The Exchange does not believe that NE., Washington, DC 20549–1090. Commission (the ‘‘Commission’’) the
the proposed rule change will impose All submissions should refer to File proposed rule change as described in
any burden on competition that is not Number SR–NYSE–2016–58. This file Items I and II below, which Items have
necessary or appropriate in furtherance number should be included on the been prepared by the self-regulatory
of the purposes of the Act. In many subject line if email is used. To help the organization. The Commission is
cases, SPACs will consider transferring Commission process and review your publishing this notice to solicit
to a new listing venue at the time they comments more efficiently, please use comments on the proposed rule change
meet the Business Combination only one method. The Commission will from interested persons.
Condition. The proposed rule change post all comments on the Commission’s I. Self-Regulatory Organization’s
enables the Exchange to compete for the Internet Web site (http://www.sec.gov/ Statement of the Terms of Substance of
retention of these companies by offering rules/sro.shtml). Copies of the the Proposed Rule Change
them a package of complimentary submission, all subsequent The Exchange proposes to amend
products and services that assist their amendments, all written statements Rule 903 and Rule 900.2NY(50). The
transition to being a publicly listed with respect to the proposed rule proposed rule change is available on the
Lhorne on DSK30JT082PROD with NOTICES
operating company for the first time. All change that are filed with the Exchange’s Web site at www.nyse.com,
similarly situated companies are eligible Commission, and all written at the principal office of the Exchange,
for the same package of services. communications relating to the
Therefore, the proposed amendment to proposed rule change between the 9 17 CFR 200.30–3(a)(12).
Section 907.00 will increase Commission and any person, other than 1 15 U.S.C. 78s(b)(1).
competition by enabling the Exchange those that may be withheld from the 2 15 U.S.C. 78a.
to more effectively compete for listings. public in accordance with the 3 17 CFR 240.19b–4.
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Document Created: 2018-02-09 13:16:36
Document Modified: 2018-02-09 13:16:36
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
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| FR Citation | 81 FR 62937 |
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