81_FR_76615 81 FR 76403 - Self-Regulatory Organizations; New York Stock Exchange LLC; Order Granting Approval 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

81 FR 76403 - Self-Regulatory Organizations; New York Stock Exchange LLC; Order Granting Approval 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 212 (November 2, 2016)

Page Range76403-76406
FR Document2016-26490

Federal Register, Volume 81 Issue 212 (Wednesday, November 2, 2016)
[Federal Register Volume 81, Number 212 (Wednesday, November 2, 2016)]
[Notices]
[Pages 76403-76406]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-26490]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-79187; File No. SR-NYSE-2016-58]


Self-Regulatory Organizations; New York Stock Exchange LLC; Order 
Granting Approval 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

October 28, 2016.

I. Introduction

    On August 26, 2016, New York Stock Exchange LLC (``NYSE'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule change to amend Section 907.00 of the NYSE Listed Company 
Manual (``Manual'') to adjust the timing of entitlements to certain 
complimentary products and services for special purpose acquisition 
companies. The proposed rule change was published in the Federal 
Register on September 13, 2016.\3\ The Commission received no comments 
on the proposal. This order grants approval of the proposed rule 
change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 78782 (September 7, 
2016), 81 FR 62937 (September 13, 2016) (``Notice'').
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II. Description of the Proposal

    The Exchange proposed to amend Section 907.00 of the Manual to 
adjust the timing of certain entitlements to complimentary products and 
services for special purpose acquisition companies (``SPACs'') under 
that rule. In its filing, the Exchange stated that 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.\4\ The Exchange further stated that to qualify for initial 
listing, a SPAC must meet the requirements of Sections 102.01A \5\ and 
102.06 of the Manual. 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 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 (a ``Business Combination'' or the ``Business Combination 
Condition'').\6\
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    \4\ Id. at 62938.
    \5\ Section 102.01A sets forth the minimum share distribution 
criteria for listing, and requires that companies listing in 
connection with an initial public offering have at least 400 holders 
of 100 shares or more and at least 1,100,000 publicly held shares.
    \6\ See Notice, supra note 3, at 62938. Section 102.06 also 
provides, among other things, that the SPAC must be liquidated if no 
Business Combination has been consummated within a specified time 
period not to exceed three years, and that 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.
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    As set forth in Section 907.00 of the Manual, 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.'' \7\ Under the current rule, 
Eligible New Listings are defined as: (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).
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    \7\ Under Section 907.00 of the Manual the Exchange also offers 
certain complimentary products and services to ``Eligible Current 
Listings'' that satisfy the requirements of that Section as well as 
other products and services that all listed issuers are eligible to 
receive.
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    Currently, pursuant to Section 907.00 of the Manual, Eligible New 
Listings are eligible for services as either a Tier A or Tier B 
company.\8\ Under Tier A, for

[[Page 76404]]

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 products and services (with a 
commercial value of approximately $55,000 annually), market analytics 
products and services (with a commercial value of approximately $30,000 
annually), web-hosting products and services (with a commercial value 
of approximately $16,000 annually), web-casting products and services 
(with a commercial value of approximately $6,500 annually), corporate 
governance tools (with a commercial value of approximately $50,000 
annually), and news distribution products and services (with a 
commercial value of approximately $20,000 annually) for a period of 24 
calendar months from the date of listing. Under 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 products and services (with a commercial value of 
approximately $16,000 annually), market analytics products and services 
(with a commercial value of approximately $30,000 annually), web-
casting products and services (with a commercial value of approximately 
$6,500 annually), corporate governance tools (with a commercial value 
of approximately $50,000 annually), and news distribution products and 
services (with a commercial value of approximately $20,000 annually) 
for a period of 24 calendar months from the date of listing.\9\
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    \8\ The Commission previously found that providing these 
services and products to companies in different tiers is consistent 
with the Act, explaining that ``[w]hile not all issuers receive the 
same level of services, NYSE has stated that trading volume and 
market activity are related to the level of services that the listed 
companies would use in the absence of the complimentary services 
arrangements'' and that ``the criteria for satisfying the tiers are 
the same for all issuers.'' See Securities Exchange Act Release No. 
65127 (August 12, 2011), 76 FR 51449, 51452 (August 18, 2011) 
(approving NYSE-2011-20) (``NYSE 2011 Order'').
    \9\ The Exchange noted that it does not propose to make any 
changes in its filing to the values of the various services provided 
to eligible listed companies discussed above, which values are 
specified in Section 907.00 of the Manual. See Notice, supra note 3, 
at 62938.
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    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 begins on the date of first use.
    The Exchange has now proposed to amend Section 907.00 of the Manual 
to provide that a SPAC will no longer be deemed to be an Eligible New 
Listing at the time of its initial listing, and instead will be deemed 
to be an Eligible New Listing at such time as it has completed the 
Business Combination Condition, if it remains listed thereafter on the 
Exchange. Thus, under the proposal, a SPAC will no longer be eligible 
to receive complimentary products and services under Section 907.00 as 
an Eligible New Listing at the time of its initial listing, but will 
instead be entitled to receive such products and services if and when 
it meets the Business Combination Condition. A SPAC that remains listed 
on the Exchange after meeting the Business Combination Condition will 
be entitled to the complimentary products and services under Section 
907.00 as an Eligible New Listing for a period of 24 months from the 
date on which it meets the Business Combination Condition. 
Notwithstanding the foregoing, however, if such a company begins to use 
a particular product or service provided for under Section 907.00 
within 30 days of meeting the Business Combination Condition, the 
complimentary period for that product or service will begin on the date 
of first use.

III. Discussion and Commission's Findings

    The Commission has carefully reviewed the proposed rule change and 
finds that it is consistent with the requirements of Section 6 of the 
Act.\10\ Specifically, the Commission believes it is consistent with 
the provisions of Sections 6(b)(4) and (5) of the Act, \11\ in 
particular, in that it is designed to provide for the equitable 
allocation of reasonable dues, fees, and other charges among Exchange 
members, issuers, and other persons using the Exchange's facilities, 
and is not designed to permit unfair discrimination between customers, 
issuers, brokers, or dealers. Moreover, the Commission believes that 
the proposed rule change is consistent with Section 6(b)(8) of the Act 
\12\ in that it does not impose any burden on competition not necessary 
or appropriate in furtherance of the purposes of the Act.
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    \10\ 15 U.S.C. 78f. In approving this proposed rule change, the 
Commission has considered the proposed rule's impact on efficiency, 
competition, and capital formation. See 15 U.S.C. 78c(f).
    \11\ 15 U.S.C. 78f(b)(4) and (5).
    \12\ 15 U.S.C. 78f(b)(8).
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    The Commission believes that it is consistent with the Act for the 
Exchange to adjust the timing of when SPACs are eligible to receive 
complimentary products and services under Section 907.00 of the Manual 
as Eligible New Listings from the time of initial listing to the time 
that it completes a Business Combination Condition. The Exchange 
represented that SPACs are unlikely to utilize these complimentary 
products and services at the time of initial listing, but would likely 
find these products and services useful if they remain listed after 
they meet the Business Combination Condition.\13\ The Exchange 
explained that at the time of initial listing, SPACs are typically not 
focused on their stock price and investor relations to the same degree 
as operating companies.\14\ The Exchange stated that the complimentary 
products and services provided to Eligible New Listings under Section 
907.00 are targeted in large part toward the market-driven concerns of 
newly-listed operating companies, and are therefore less useful to 
SPACs that have not met the Business Combination Condition.\15\ The 
Exchange stated that a SPAC that has met the Business Combination 
Condition, on the other hand, is similarly situated to a newly-formed 
publicly-traded operating company.\16\ Therefore, the Exchange said 
that it believes that the complimentary products and services provided 
to Eligible New Listings under Section 907.00 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.\17\
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    \13\ See Notice, supra note 3, at 62938-39.
    \14\ Id. at 62938. The Exchange stated in its filing that SPACs 
raise money on a one-time basis and typically trade at a price that 
is very close to their liquidation value. Id.
    \15\ Id.
    \16\ Id.
    \17\ Id.
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    In addition, the Exchange stated that in many cases SPACs will 
consider transferring to a new listing venue at the time they meet the 
Business Combination Condition, and that the proposed rule change will 
enable 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 becoming a publicly listed operating company 
for the first time.\18\
---------------------------------------------------------------------------

    \18\ Id. at 62939.
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    The Exchange also stated that it recognizes that not all SPACs will 
meet the Business Combination Condition and that some listed SPACs will 
therefore never become eligible for the additional complimentary 
products and services provided to Eligible New Listings under Section 
907.00 that would be provided to an otherwise similarly qualified 
operating company that is newly-listed on the Exchange.\19\ However, 
the Exchange reiterated that, given the specific characteristics of the 
SPAC structure, the complimentary products and services provided to 
Eligible New Listings under Section 907.00 are generally not of any

[[Page 76405]]

particular value to a SPAC prior to meeting the Business Combination 
Condition, and the Exchange therefore believes that those SPACs that 
never meet the Business Combination Condition and therefore never 
qualify for these additional products and services provided to Eligible 
New Listings under Section 907.00 will not suffer any meaningful 
detriment as a consequence.\20\
---------------------------------------------------------------------------

    \19\ Id.
    \20\ Id.
---------------------------------------------------------------------------

    As noted in the previous order approving Section 907.00 of the 
Manual, Section 6(b)(5) of the Act does not require that all issuers be 
treated the same; rather, the Act requires that the rules of an 
Exchange not unfairly discriminate between issuers.\21\ In its 
proposal, the Exchange has made representations that reasonably justify 
treating a SPAC that decides to continue to list on the Exchange after 
meeting the Business Combination Condition similar to a newly-listed 
operating company. The Commission further notes that a SPAC that 
completes the Business Combination Condition will be receiving the same 
package of services as an Eligible New Listing and that it will not be 
receiving any additional benefits or services by virtue of the proposed 
rule change. The Commission notes that the rule proposal delays the 
timing of the additional complimentary products and services offered to 
an Eligible New Listing to the time the SPAC becomes an operating 
company. Up until that time, the listed SPAC is treated like any other 
currently listed company in that it would receive the complimentary 
products and services that all listed companies receive, and could also 
receive additional products and services if it so qualifies under the 
provisions for Eligible Current Listings.\22\ The proposal does not 
alter these other services that a SPAC could receive when initially 
listed.
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    \21\ 15 U.S.C. 78f(b)(5); see also NYSE 2011 Order, supra note 
8, at 51452.
    \22\ See Section 907.00 of the Manual; see also NYSE 2011 Order, 
supra note 8, at 51450. Under Section 907.00, all listed companies 
receive complimentary services through the Exchange's Market Access 
Center as well as 24 months of complimentary access to whistleblower 
hotline services. See Securities Exchange Act Release No. 76127 
(October 9, 2015), 80 FR 62584 (October 16, 2015) (approving NYSE-
2015-36) (``NYSE 2015 Order'').
---------------------------------------------------------------------------

    The Commission has previously found that the package of 
complimentary products and services offered to Eligible New Listings is 
equitably allocated among issuers consistent with Section 6(b)(4) of 
the Act and that describing the values of the products and services 
adds greater transparency to the Exchange's rules and to the fees 
applicable to such companies.\23\ The Commission also previously noted 
that describing in the Manual the products and services available to 
listed companies and their associated values will ensure that 
individual listed companies are not given specially negotiated packages 
of products or services to list or remain listed that would raise 
unfair discrimination issues under the Act.\24\
---------------------------------------------------------------------------

    \23\ See NYSE 2011 Order, supra note 8, at 51452.
    \24\ Id.
---------------------------------------------------------------------------

    Based on the foregoing, the Commission believes that the Exchange 
has provided a sufficient basis for adjusting the timing of when SPACs 
are eligible to qualify for additional complimentary products and 
services, as an Eligible New Listing under Section 907.00 of the 
Manual, from the time of the SPAC's initial listing to the time that a 
SPAC meets the Business Combination Condition, and that this change 
does not unfairly discriminate among issuers and is therefore 
consistent with the Act. For similar reasons, and as the value of the 
services offered are not changing, only the timing of when such 
services are provided to a SPAC, we find that the proposal is 
consistent with Section 6(b)(4) of the Act.
    The Commission also believes that it is consistent with the Act for 
the Exchange to allow the complimentary period for a particular service 
as an Eligible New Listing to begin on the date of first use if a SPAC 
that has met the Business Combination Condition begins to use the 
service within 30 days after the date of meeting the Business 
Combination Condition. The Exchange stated in its filing that, in its 
experience, it can take companies a period of time to review and 
complete necessary contracts and training for the complimentary 
products and services under Section 907.00 following their becoming 
eligible for those services and that allowing this modest 30 day 
period, if the company needs it, will help to ensure that the company 
will have the benefit of the full period permitted under the rule to 
actually use the services, thereby enabling companies to receive the 
full intended benefit.\25\ The Commission notes that Section 907.00 
currently allows an Eligible New Listing to begin using services within 
30 days of its initial listing date.\26\ As noted in the NYSE 2015 
Order, the Commission believes that this would provide only a short 
window of additional time to allow companies to finalize their 
contracts for the complimentary products and services. The Commission 
notes that under the proposed rule this additional 30 day window would 
only be available to SPACs that have determined to remain listed on the 
Exchange after meeting the Business Combination Condition and thereby 
treats such SPACs, at the time they qualify for listing as an operating 
company, the same as other newly-listed companies that qualify as 
Eligible New Listings under Section 907.00.\27\
---------------------------------------------------------------------------

    \25\ See Notice, supra note 3, at 62939.
    \26\ See NYSE 2015 Order, supra note 22.
    \27\ The Commission expects the Exchange to track the start (and 
end) date of each free service.
---------------------------------------------------------------------------

    The Commission believes that the Exchange is responding to 
competitive pressures in the market for listings in making this 
proposal. Specifically, the Exchange has represented that in many 
cases, SPACs will consider transferring to a new listing venue at the 
time they meet the Business Combination Condition, and that the 
proposed rule change would enable it 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.\28\ Further, the Commission notes 
that other exchanges have filed similar rule changes with respect to 
the timing of complimentary services offered to SPACs under their 
rules,\29\ and the Commission has recently approved one such rule 
change.\30\ The Commission also notes that nothing in the Exchange's 
rules requires a SPAC to remain listed on the Exchange after it meets 
the Business Combination Condition and that such company is free to 
list on other markets. Accordingly, the Commission believes that the 
proposed rule reflects the current competitive environment for exchange 
listings among national securities exchanges, and is appropriate and 
consistent with Section 6(b)(8) of the Act.\31\
---------------------------------------------------------------------------

    \28\ See Notice, supra note 3, at 56722.
    \29\ See Securities Exchange Act Release No. 78586 (August 16, 
2016), 81 FR 56720 (August 22, 2016) (SR-NYSEMKT-2016-62) and 
Securities Exchange Act Release No. 79025 (October 3, 2016), 81 FR 
69881 (October 7, 2016) (SR-NASDAQ-2016-106).
    \30\ See Securities Exchange Act Release No. 79056 (October 6, 
2016), 81 FR 70449 (October 12, 2016) (approving NYSEMKT-2016-62).
    \31\ 15 U.S.C. 78f(b)(8).
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V. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\32\ that the proposed rule change (SR-NYSE-2016-58) be, and it 
hereby is, approved.
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    \32\ 15 U.S.C. 78s(b)(2).


[[Page 76406]]


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    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\33\
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    \33\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2016-26490 Filed 11-1-16; 8:45 am]
BILLING CODE 8011-01-P



                                                                           Federal Register / Vol. 81, No. 212 / Wednesday, November 2, 2016 / Notices                                                       76403

                                                This file number should be included on                    SECURITIES AND EXCHANGE                                will consider on a case-by-case basis the
                                                the subject line if email is used. To help                COMMISSION                                             appropriateness for listing of SPACs that
                                                the Commission process and review                                                                                conduct an initial public offering of
                                                                                                          [Release No. 34–79187; File No. SR–NYSE–
                                                your comments more efficiently, please                    2016–58]
                                                                                                                                                                 which at least 90% of the proceeds,
                                                use only one method. The Commission                                                                              together with the proceeds of any other
                                                will post all comments on the                             Self-Regulatory Organizations; New                     concurrent sales of the SPAC’s equity
                                                Commission’s Internet Web site (http://                   York Stock Exchange LLC; Order                         securities, will be held in a trust
                                                www.sec.gov/rules/sro.shtml). Copies of                   Granting Approval of Proposed Rule                     account controlled by an independent
                                                the submission, all subsequent                            Change Amending Section 907.00 of                      custodian until consummation of a
                                                                                                          the NYSE Listed Company Manual To                      business combination in the form of a
                                                amendments, all written statements
                                                                                                          Adjust the Timing of Entitlements to                   merger, capital stock exchange, asset
                                                with respect to the proposed rule
                                                                                                          Complimentary Products and Services                    acquisition, stock purchase,
                                                change that are filed with the                                                                                   reorganization, or similar business
                                                Commission, and all written                               for Special Purpose Acquisition
                                                                                                          Companies                                              combination with one or more operating
                                                communications relating to the                                                                                   businesses or assets with a fair market
                                                proposed rule change between the                          October 28, 2016.                                      value equal to at least 80% of the net
                                                Commission and any person, other than                                                                            assets held in trust (a ‘‘Business
                                                                                                          I. Introduction
                                                those that may be withheld from the                                                                              Combination’’ or the ‘‘Business
                                                public in accordance with the                                On August 26, 2016, New York Stock                  Combination Condition’’).6
                                                provisions of 5 U.S.C. 552, will be                       Exchange LLC (‘‘NYSE’’ or ‘‘Exchange’’)                   As set forth in Section 907.00 of the
                                                available for Web site viewing and                        filed with the Securities and Exchange                 Manual, the Exchange offers
                                                printing in the Commission’s Public                       Commission (‘‘Commission’’), pursuant                  complimentary products and services
                                                Reference Room, 100 F Street NE.,                         to Section 19(b)(1) of the Securities                  for a period of 24 calendar months from
                                                Washington, DC 20549, on official                         Exchange Act of 1934 (‘‘Act’’) 1 and Rule              the date of initial listing to a category of
                                                                                                          19b–4 thereunder,2 a proposed rule                     listed companies defined as ‘‘Eligible
                                                business days between the hours of
                                                                                                          change to amend Section 907.00 of the                  New Listings.’’ 7 Under the current rule,
                                                10:00 a.m. and 3:00 p.m. Copies of these                  NYSE Listed Company Manual
                                                filings also will be available for                                                                               Eligible New Listings are defined as: (i)
                                                                                                          (‘‘Manual’’) to adjust the timing of                   Any U.S. company that lists common
                                                inspection and copying at the principal                   entitlements to certain complimentary
                                                office of the Exchange. All comments                                                                             stock on the Exchange for the first time
                                                                                                          products and services for special                      and any non-U.S. company that lists an
                                                received will be posted without change;                   purpose acquisition companies. The                     equity security on the Exchange under
                                                the Commission does not edit personal                     proposed rule change was published in                  Section 102.01 or 103.00 of the Manual
                                                identifying information from                              the Federal Register on September 13,                  for the first time, regardless of whether
                                                submissions. You should submit only                       2016.3 The Commission received no                      such U.S. or non-U.S. company
                                                information that you wish to make                         comments on the proposal. This order                   conducts an offering; and (ii) any U.S.
                                                available publicly. All submissions                       grants approval of the proposed rule                   or non-U.S. company emerging from a
                                                should refer to File Number SR–                           change.                                                bankruptcy, spinoff (where a company
                                                NYSEArca–2016–101 and should be                           II. Description of the Proposal                        lists new shares in the absence of a
                                                submitted on or before November 23,                                                                              public offering), and carve-out (where a
                                                2016. Rebuttal comments should be                            The Exchange proposed to amend                      company carves out a business line or
                                                submitted by December 7, 2016.                            Section 907.00 of the Manual to adjust                 division, which then conducts a
                                                                                                          the timing of certain entitlements to                  separate initial public offering).
                                                  For the Commission, by the Division of                  complimentary products and services
                                                Trading and Markets, pursuant to delegated
                                                                                                                                                                    Currently, pursuant to Section 907.00
                                                                                                          for special purpose acquisition                        of the Manual, Eligible New Listings are
                                                authority.19                                              companies (‘‘SPACs’’) under that rule.                 eligible for services as either a Tier A or
                                                Brent J. Fields,                                          In its filing, the Exchange stated that a              Tier B company.8 Under Tier A, for
                                                Secretary.                                                SPAC is a special purpose company
                                                [FR Doc. 2016–26405 Filed 11–1–16; 8:45 am]               formed for the purpose of effecting a                     6 See Notice, supra note 3, at 62938. Section
                                                                                                          merger, capital stock exchange, asset                  102.06 also provides, among other things, that the
                                                BILLING CODE 8011–01–P
                                                                                                          acquisition, stock purchase,                           SPAC must be liquidated if no Business
                                                                                                          reorganization, or similar business                    Combination has been consummated within a
                                                                                                                                                                 specified time period not to exceed three years, and
                                                                                                          combination with one or more operating                 that the Exchange will promptly commence
                                                                                                          businesses or assets.4 The Exchange                    delisting procedures with respect to any SPAC that
                                                                                                          further stated that to qualify for initial             fails to consummate its Business Combination
                                                                                                                                                                 within (i) the time period specified by its
                                                                                                          listing, a SPAC must meet the                          constitutive documents or by contract or (ii) three
                                                                                                          requirements of Sections 102.01A 5 and                 years, whichever is shorter.
                                                                                                          102.06 of the Manual. Section 102.06 of                   7 Under Section 907.00 of the Manual the

                                                                                                          the Manual provides that the Exchange                  Exchange also offers certain complimentary
                                                                                                                                                                 products and services to ‘‘Eligible Current Listings’’
                                                                                                            1 15
                                                                                                                                                                 that satisfy the requirements of that Section as well
                                                                                                                  U.S.C. 78s(b)(1).                              as other products and services that all listed issuers
                                                                                                            2 17  CFR 240.19b–4.                                 are eligible to receive.
                                                                                                            3 See Securities Exchange Act Release No. 78782         8 The Commission previously found that
sradovich on DSK3GMQ082PROD with NOTICES




                                                                                                          (September 7, 2016), 81 FR 62937 (September 13,        providing these services and products to companies
                                                                                                          2016) (‘‘Notice’’).                                    in different tiers is consistent with the Act,
                                                                                                            4 Id. at 62938.
                                                                                                                                                                 explaining that ‘‘[w]hile not all issuers receive the
                                                                                                            5 Section 102.01A sets forth the minimum share       same level of services, NYSE has stated that trading
                                                                                                          distribution criteria for listing, and requires that   volume and market activity are related to the level
                                                                                                          companies listing in connection with an initial        of services that the listed companies would use in
                                                                                                          public offering have at least 400 holders of 100       the absence of the complimentary services
                                                                                                          shares or more and at least 1,100,000 publicly held    arrangements’’ and that ‘‘the criteria for satisfying
                                                  19 17   CFR 200.30–3(a)(57).                            shares.                                                                                             Continued




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                                                76404                      Federal Register / Vol. 81, No. 212 / Wednesday, November 2, 2016 / Notices

                                                Eligible New Listings with a global                        SPAC will no longer be eligible to                    and services useful if they remain listed
                                                market value of $400 million or more,                      receive complimentary products and                    after they meet the Business
                                                calculated as of the date of listing on the                services under Section 907.00 as an                   Combination Condition.13 The
                                                Exchange, the Exchange offers market                       Eligible New Listing at the time of its               Exchange explained that at the time of
                                                surveillance products and services (with                   initial listing, but will instead be                  initial listing, SPACs are typically not
                                                a commercial value of approximately                        entitled to receive such products and                 focused on their stock price and
                                                $55,000 annually), market analytics                        services if and when it meets the                     investor relations to the same degree as
                                                products and services (with a                              Business Combination Condition. A                     operating companies.14 The Exchange
                                                commercial value of approximately                          SPAC that remains listed on the                       stated that the complimentary products
                                                $30,000 annually), web-hosting                             Exchange after meeting the Business                   and services provided to Eligible New
                                                products and services (with a                              Combination Condition will be entitled                Listings under Section 907.00 are
                                                commercial value of approximately                          to the complimentary products and                     targeted in large part toward the market-
                                                $16,000 annually), web-casting products                    services under Section 907.00 as an                   driven concerns of newly-listed
                                                and services (with a commercial value                      Eligible New Listing for a period of 24               operating companies, and are therefore
                                                of approximately $6,500 annually),                         months from the date on which it meets                less useful to SPACs that have not met
                                                corporate governance tools (with a                         the Business Combination Condition.                   the Business Combination Condition.15
                                                commercial value of approximately                          Notwithstanding the foregoing,                        The Exchange stated that a SPAC that
                                                $50,000 annually), and news                                however, if such a company begins to                  has met the Business Combination
                                                distribution products and services (with                   use a particular product or service                   Condition, on the other hand, is
                                                a commercial value of approximately                        provided for under Section 907.00                     similarly situated to a newly-formed
                                                $20,000 annually) for a period of 24                       within 30 days of meeting the Business                publicly-traded operating company.16
                                                calendar months from the date of listing.                  Combination Condition, the                            Therefore, the Exchange said that it
                                                Under Tier B, for Eligible New Listings                    complimentary period for that product                 believes that the complimentary
                                                with a global market value of less than                    or service will begin on the date of first            products and services provided to
                                                $400 million, calculated as of the date                    use.                                                  Eligible New Listings under Section
                                                of listing on the Exchange, the Exchange                                                                         907.00 will be as relevant and attractive
                                                                                                           III. Discussion and Commission’s
                                                offers web-hosting products and                                                                                  to a SPAC that has met the Business
                                                                                                           Findings
                                                services (with a commercial value of                                                                             Combination Condition as to the newly-
                                                approximately $16,000 annually),                              The Commission has carefully                       listed operating companies that are
                                                                                                           reviewed the proposed rule change and                 generally eligible for those services.17
                                                market analytics products and services
                                                                                                           finds that it is consistent with the                     In addition, the Exchange stated that
                                                (with a commercial value of
                                                                                                           requirements of Section 6 of the Act.10               in many cases SPACs will consider
                                                approximately $30,000 annually), web-
                                                                                                           Specifically, the Commission believes it              transferring to a new listing venue at the
                                                casting products and services (with a
                                                                                                           is consistent with the provisions of                  time they meet the Business
                                                commercial value of approximately
                                                                                                           Sections 6(b)(4) and (5) of the Act, 11 in            Combination Condition, and that the
                                                $6,500 annually), corporate governance
                                                                                                           particular, in that it is designed to                 proposed rule change will enable the
                                                tools (with a commercial value of
                                                                                                           provide for the equitable allocation of               Exchange to compete for the retention of
                                                approximately $50,000 annually), and
                                                                                                           reasonable dues, fees, and other charges              these companies by offering them a
                                                news distribution products and services
                                                                                                           among Exchange members, issuers, and                  package of complimentary products and
                                                (with a commercial value of                                other persons using the Exchange’s                    services that assist their transition to
                                                approximately $20,000 annually) for a                      facilities, and is not designed to permit             becoming a publicly listed operating
                                                period of 24 calendar months from the                      unfair discrimination between                         company for the first time.18
                                                date of listing.9                                          customers, issuers, brokers, or dealers.                 The Exchange also stated that it
                                                   Notwithstanding the foregoing,                          Moreover, the Commission believes that                recognizes that not all SPACs will meet
                                                however, if an Eligible New Listing                        the proposed rule change is consistent                the Business Combination Condition
                                                begins to use a particular product or                      with Section 6(b)(8) of the Act 12 in that            and that some listed SPACs will
                                                service provided for under Section                         it does not impose any burden on                      therefore never become eligible for the
                                                907.00 within 30 days of its initial                       competition not necessary or                          additional complimentary products and
                                                listing date, the complimentary period                     appropriate in furtherance of the                     services provided to Eligible New
                                                begins on the date of first use.                           purposes of the Act.                                  Listings under Section 907.00 that
                                                   The Exchange has now proposed to                           The Commission believes that it is                 would be provided to an otherwise
                                                amend Section 907.00 of the Manual to                      consistent with the Act for the Exchange              similarly qualified operating company
                                                provide that a SPAC will no longer be                      to adjust the timing of when SPACs are                that is newly-listed on the Exchange.19
                                                deemed to be an Eligible New Listing at                    eligible to receive complimentary                     However, the Exchange reiterated that,
                                                the time of its initial listing, and instead               products and services under Section                   given the specific characteristics of the
                                                will be deemed to be an Eligible New                       907.00 of the Manual as Eligible New                  SPAC structure, the complimentary
                                                Listing at such time as it has completed                   Listings from the time of initial listing             products and services provided to
                                                the Business Combination Condition, if                     to the time that it completes a Business              Eligible New Listings under Section
                                                it remains listed thereafter on the                        Combination Condition. The Exchange                   907.00 are generally not of any
                                                Exchange. Thus, under the proposal, a                      represented that SPACs are unlikely to
                                                                                                           utilize these complimentary products                    13 See   Notice, supra note 3, at 62938–39.
                                                the tiers are the same for all issuers.’’ See Securities   and services at the time of initial listing,
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                                                                                                                                                                   14 Id.  at 62938. The Exchange stated in its filing
                                                Exchange Act Release No. 65127 (August 12, 2011),
                                                76 FR 51449, 51452 (August 18, 2011) (approving
                                                                                                           but would likely find these products                  that SPACs raise money on a one-time basis and
                                                                                                                                                                 typically trade at a price that is very close to their
                                                NYSE–2011–20) (‘‘NYSE 2011 Order’’).
                                                  9 The Exchange noted that it does not propose to           10 15 U.S.C. 78f. In approving this proposed rule   liquidation value. Id.
                                                                                                                                                                    15 Id.
                                                make any changes in its filing to the values of the        change, the Commission has considered the
                                                                                                                                                                    16 Id.
                                                various services provided to eligible listed               proposed rule’s impact on efficiency, competition,
                                                                                                           and capital formation. See 15 U.S.C. 78c(f).             17 Id.
                                                companies discussed above, which values are
                                                                                                             11 15 U.S.C. 78f(b)(4) and (5).                        18 Id. at 62939.
                                                specified in Section 907.00 of the Manual. See
                                                Notice, supra note 3, at 62938.                              12 15 U.S.C. 78f(b)(8).                                19 Id.




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                                                                         Federal Register / Vol. 81, No. 212 / Wednesday, November 2, 2016 / Notices                                                    76405

                                                particular value to a SPAC prior to                     and to the fees applicable to such                     notes that under the proposed rule this
                                                meeting the Business Combination                        companies.23 The Commission also                       additional 30 day window would only
                                                Condition, and the Exchange therefore                   previously noted that describing in the                be available to SPACs that have
                                                believes that those SPACs that never                    Manual the products and services                       determined to remain listed on the
                                                meet the Business Combination                           available to listed companies and their                Exchange after meeting the Business
                                                Condition and therefore never qualify                   associated values will ensure that                     Combination Condition and thereby
                                                for these additional products and                       individual listed companies are not                    treats such SPACs, at the time they
                                                services provided to Eligible New                       given specially negotiated packages of                 qualify for listing as an operating
                                                Listings under Section 907.00 will not                  products or services to list or remain                 company, the same as other newly-
                                                suffer any meaningful detriment as a                    listed that would raise unfair
                                                                                                                                                               listed companies that qualify as Eligible
                                                consequence.20                                          discrimination issues under the Act.24
                                                   As noted in the previous order                          Based on the foregoing, the                         New Listings under Section 907.00.27
                                                approving Section 907.00 of the Manual,                 Commission believes that the Exchange                     The Commission believes that the
                                                Section 6(b)(5) of the Act does not                     has provided a sufficient basis for                    Exchange is responding to competitive
                                                require that all issuers be treated the                 adjusting the timing of when SPACs are                 pressures in the market for listings in
                                                same; rather, the Act requires that the                 eligible to qualify for additional                     making this proposal. Specifically, the
                                                rules of an Exchange not unfairly                       complimentary products and services,                   Exchange has represented that in many
                                                discriminate between issuers.21 In its                  as an Eligible New Listing under Section               cases, SPACs will consider transferring
                                                proposal, the Exchange has made                         907.00 of the Manual, from the time of                 to a new listing venue at the time they
                                                representations that reasonably justify                 the SPAC’s initial listing to the time that            meet the Business Combination
                                                treating a SPAC that decides to continue                a SPAC meets the Business Combination                  Condition, and that the proposed rule
                                                to list on the Exchange after meeting the               Condition, and that this change does not               change would enable it to compete for
                                                Business Combination Condition similar                  unfairly discriminate among issuers and                the retention of these companies by
                                                to a newly-listed operating company.                    is therefore consistent with the Act. For
                                                                                                                                                               offering them a package of
                                                The Commission further notes that a                     similar reasons, and as the value of the
                                                                                                                                                               complimentary products and services
                                                SPAC that completes the Business                        services offered are not changing, only
                                                Combination Condition will be                           the timing of when such services are                   that assist their transition to being a
                                                receiving the same package of services                  provided to a SPAC, we find that the                   publicly listed operating company for
                                                as an Eligible New Listing and that it                  proposal is consistent with Section                    the first time.28 Further, the
                                                will not be receiving any additional                    6(b)(4) of the Act.                                    Commission notes that other exchanges
                                                benefits or services by virtue of the                      The Commission also believes that it                have filed similar rule changes with
                                                proposed rule change. The Commission                    is consistent with the Act for the                     respect to the timing of complimentary
                                                notes that the rule proposal delays the                 Exchange to allow the complimentary                    services offered to SPACs under their
                                                timing of the additional complimentary                  period for a particular service as an                  rules,29 and the Commission has
                                                products and services offered to an                     Eligible New Listing to begin on the date              recently approved one such rule
                                                Eligible New Listing to the time the                    of first use if a SPAC that has met the                change.30 The Commission also notes
                                                SPAC becomes an operating company.                      Business Combination Condition begins                  that nothing in the Exchange’s rules
                                                Up until that time, the listed SPAC is                  to use the service within 30 days after                requires a SPAC to remain listed on the
                                                treated like any other currently listed                 the date of meeting the Business                       Exchange after it meets the Business
                                                company in that it would receive the                    Combination Condition. The Exchange                    Combination Condition and that such
                                                complimentary products and services                     stated in its filing that, in its experience,          company is free to list on other markets.
                                                that all listed companies receive, and                  it can take companies a period of time                 Accordingly, the Commission believes
                                                could also receive additional products                  to review and complete necessary                       that the proposed rule reflects the
                                                and services if it so qualifies under the               contracts and training for the                         current competitive environment for
                                                provisions for Eligible Current                         complimentary products and services                    exchange listings among national
                                                Listings.22 The proposal does not alter                 under Section 907.00 following their
                                                                                                                                                               securities exchanges, and is appropriate
                                                these other services that a SPAC could                  becoming eligible for those services and
                                                                                                                                                               and consistent with Section 6(b)(8) of
                                                receive when initially listed.                          that allowing this modest 30 day period,
                                                   The Commission has previously                                                                               the Act.31
                                                                                                        if the company needs it, will help to
                                                found that the package of                               ensure that the company will have the                  V. Conclusion
                                                complimentary products and services                     benefit of the full period permitted
                                                offered to Eligible New Listings is                     under the rule to actually use the                       It is therefore ordered, pursuant to
                                                equitably allocated among issuers                       services, thereby enabling companies to                Section 19(b)(2) of the Act,32 that the
                                                consistent with Section 6(b)(4) of the                  receive the full intended benefit.25 The               proposed rule change (SR–NYSE–2016–
                                                Act and that describing the values of the               Commission notes that Section 907.00                   58) be, and it hereby is, approved.
                                                products and services adds greater                      currently allows an Eligible New Listing
                                                transparency to the Exchange’s rules                    to begin using services within 30 days                   27 The Commission expects the Exchange to track
                                                                                                        of its initial listing date.26 As noted in
                                                  20 Id.                                                                                                       the start (and end) date of each free service.
                                                                                                        the NYSE 2015 Order, the Commission                      28 See Notice, supra note 3, at 56722.
                                                  21 15 U.S.C. 78f(b)(5); see also NYSE 2011 Order,
                                                                                                        believes that this would provide only a                  29 See Securities Exchange Act Release No. 78586
                                                supra note 8, at 51452.
                                                  22 See Section 907.00 of the Manual; see also
                                                                                                        short window of additional time to                     (August 16, 2016), 81 FR 56720 (August 22, 2016)
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                                                NYSE 2011 Order, supra note 8, at 51450. Under          allow companies to finalize their                      (SR–NYSEMKT–2016–62) and Securities Exchange
                                                Section 907.00, all listed companies receive            contracts for the complimentary                        Act Release No. 79025 (October 3, 2016), 81 FR
                                                complimentary services through the Exchange’s           products and services. The Commission                  69881 (October 7, 2016) (SR–NASDAQ–2016–106).
                                                Market Access Center as well as 24 months of                                                                     30 See Securities Exchange Act Release No. 79056
                                                complimentary access to whistleblower hotline             23 See   NYSE 2011 Order, supra note 8, at 51452.    (October 6, 2016), 81 FR 70449 (October 12, 2016)
                                                services. See Securities Exchange Act Release No.
                                                                                                          24 Id.                                               (approving NYSEMKT–2016–62).
                                                76127 (October 9, 2015), 80 FR 62584 (October 16,
                                                                                                          25 See                                                 31 15 U.S.C. 78f(b)(8).
                                                2015) (approving NYSE–2015–36) (‘‘NYSE 2015                        Notice, supra note 3, at 62939.
                                                Order’’).                                                 26 See   NYSE 2015 Order, supra note 22.               32 15 U.S.C. 78s(b)(2).




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                                                76406                      Federal Register / Vol. 81, No. 212 / Wednesday, November 2, 2016 / Notices

                                                  For the Commission, by the Division of                  SMALL BUSINESS ADMINISTRATION                         disaster for the State of Florida (FEMA–
                                                Trading and Markets, pursuant to delegated                                                                      4283–DR), dated 10/17/2016.
                                                authority.33                                              [Disaster Declaration #14911 and #14912]
                                                                                                                                                                  Incident: Hurricane Matthew.
                                                Brent J. Fields,                                                                                                  Incident Period: 10/03/2016 and
                                                                                                          North Carolina Disaster Number NC–
                                                Secretary.
                                                                                                          00081                                                 continuing.
                                                [FR Doc. 2016–26490 Filed 11–1–16; 8:45 am]                                                                       Effective Date: 10/24/2016.
                                                BILLING CODE 8011–01–P                                    AGENCY: U.S. Small Business                             Physical Loan Application Deadline
                                                                                                          Administration.                                       Date: 12/16/2016.
                                                                                                          ACTION: Amendment 8.                                    EIDL Loan Application Deadline Date:
                                                                                                                                                                07/17/2017.
                                                SMALL BUSINESS ADMINISTRATION                             SUMMARY:    This is an amendment of the               ADDRESSES: Submit completed loan
                                                                                                          Presidential declaration of a major                   applications to: U.S. Small Business
                                                [Disaster Declaration #14921 and #14922]                  disaster for the State of North Carolina              Administration, Processing and
                                                                                                          (FEMA—4285—DR), dated 10/10/2016.                     Disbursement Center, 14925 Kingsport
                                                South Carolina Disaster Number SC–                           Incident: Hurricane Matthew.                       Road, Fort Worth, TX 76155.
                                                00040                                                        Incident Period: 10/04/2016 and                    FOR FURTHER INFORMATION CONTACT: A.
                                                                                                          continuing.                                           Escobar, Office of Disaster Assistance,
                                                AGENCY: U.S. Small Business                                  Effective Date: 10/24/2016.
                                                Administration.                                                                                                 U.S. Small Business Administration,
                                                                                                             Physical Loan Application Deadline                 409 3rd Street SW., Suite 6050,
                                                ACTION: Amendment 3.                                      Date: 12/09/2016.                                     Washington, DC 20416.
                                                                                                             EIDL Loan Application Deadline Date:
                                                SUMMARY:    This is an amendment of the                                                                         SUPPLEMENTARY INFORMATION: The notice
                                                                                                          07/10/2017.
                                                Presidential declaration of a major                                                                             of the Presidential disaster declaration
                                                disaster for the State of South Carolina                  ADDRESSES: Submit completed loan
                                                                                                                                                                for the State of Florida, dated 10/17/
                                                (FEMA–4286–DR), dated 10/14/2016.                         applications to: U.S. Small Business
                                                                                                                                                                2016 is hereby amended to include the
                                                   Incident: Hurricane Matthew.                           Administration, Processing and
                                                                                                                                                                following areas as adversely affected by
                                                   Incident Period: 10/04/2016 and                        Disbursement Center, 14925 Kingsport
                                                                                                                                                                the disaster:
                                                continuing.                                               Road, Fort Worth, TX 76155.
                                                                                                                                                                Primary Counties: (Physical Damage and
                                                   Effective Date: 10/25/2016.                            FOR FURTHER INFORMATION CONTACT: A.
                                                                                                                                                                     Economic Injury Loans):
                                                   Physical Loan Application Deadline                     Escobar, Office of Disaster Assistance,                 Duval
                                                Date: 12/13/2016.                                         U.S. Small Business Administration,                   Contiguous Counties: (Economic Injury
                                                   EIDL Loan Application Deadline Date:                   409 3rd Street SW., Suite 6050,                            Loans Only):
                                                07/12/2017.                                               Washington, DC 20416.                                   Florida: Baker, Nassau
                                                ADDRESSES: Submit completed loan                          SUPPLEMENTARY INFORMATION: The notice                   All other information in the original
                                                applications to: U.S. Small Business                      of the Presidential disaster declaration              declaration remains unchanged.
                                                Administration, Processing and                            for the State of North Carolina, dated
                                                                                                          10/10/2016 is hereby amended to                       (Catalog of Federal Domestic Assistance
                                                Disbursement Center, 14925 Kingsport                                                                            Number 59008)
                                                Road, Fort Worth, TX 76155.                               include the following areas as adversely
                                                FOR FURTHER INFORMATION CONTACT: A.
                                                                                                          affected by the disaster:                             Lisa Lopez-Suarez,
                                                Escobar, Office of Disaster Assistance,                   Primary Counties: (Physical Damage and                Acting Associate Administrator for Disaster
                                                U.S. Small Business Administration,                            Economic Injury Loans): Lee,                     Assistance.
                                                409 3rd Street SW., Suite 6050,                                Moore, Wake.                                     [FR Doc. 2016–26394 Filed 11–1–16; 8:45 am]
                                                Washington, DC 20416.                                     Contiguous Counties: (Economic Injury                 BILLING CODE 8025–01–P

                                                SUPPLEMENTARY INFORMATION: The notice
                                                                                                               Loans Only): North Carolina:
                                                of the Presidential disaster declaration                       Durham, Granville, Montgomery,
                                                                                                               Randolph.                                        SMALL BUSINESS ADMINISTRATION
                                                for the State of South Carolina, dated
                                                10/14/2016 is hereby amended to                             All other information in the original               [Disaster Declaration #14923 and #14924]
                                                include the following areas as adversely                  declaration remains unchanged.
                                                affected by the disaster:                                                                                       Georgia Disaster Number GA–00081
                                                                                                          (Catalog of Federal Domestic Assistance
                                                Primary Counties: (Physical Damage and                    Number 59008)                                         AGENCY: U.S. Small Business
                                                     Economic Injury Loans): Berkeley,                                                                          Administration.
                                                                                                          Lisa Lopez-Suarez,
                                                     Charleston, Chesterfield                                                                                   ACTION: Amendment 1.
                                                                                                          Acting Associate Administrator for Disaster
                                                Contiguous Counties: (Economic Injury
                                                                                                          Assistance.
                                                     Loans Only):                                                                                               SUMMARY:   This is an amendment of the
                                                                                                          [FR Doc. 2016–26395 Filed 11–1–16; 8:45 am]
                                                   South Carolina: Lancaster                                                                                    Presidential declaration of a major
                                                                                                          BILLING CODE 8025–01–P
                                                   North Carolina: Union                                                                                        disaster for the State of Georgia
                                                   All other information in the original                                                                        (FEMA—4284—DR), dated 10/17/2016.
                                                declaration remains unchanged.                                                                                    Incident: Hurricane Matthew.
                                                                                                          SMALL BUSINESS ADMINISTRATION                           Incident Period: 10/04/2016 through
                                                (Catalog of Federal Domestic Assistance
                                                                                                          [Disaster Declaration #14925 and #14926]              10/15/2016.
                                                Number 59008)
                                                                                                                                                                EFFECTIVE DATE: 10/24/2016.
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                                                Lisa Lopez-Suarez,                                        Florida Disaster Number FL–00121                        Physical Loan Application Deadline
                                                Acting Associate Administrator for Disaster               AGENCY: U.S. Small Business                           Date: 12/16/2016.
                                                Assistance.                                                                                                       EIDL Loan Application Deadline Date:
                                                                                                          Administration.
                                                [FR Doc. 2016–26393 Filed 11–1–16; 8:45 am]                                                                     07/17/2017.
                                                                                                          ACTION: Amendment 2.
                                                BILLING CODE 8025–01–P                                                                                          ADDRESSES: Submit completed loan
                                                                                                          SUMMARY:  This is an amendment of the                 applications to: U.S. Small Business
                                                  33 17   CFR 200.30–3(a)(12).                            Presidential declaration of a major                   Administration, Processing and


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Document Created: 2016-11-02 01:41:14
Document Modified: 2016-11-02 01:41:14
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation81 FR 76403 

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