82 FR 18502 - Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposal To Adopt a Fee Schedule for Acquisition Companies
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 82, Issue 74 (April 19, 2017)
Federal Register Volume 82, Issue 74 (April 19, 2017)
| Page Range | 18502-18504 | |
| FR Document | 2017-07876 |
[Federal Register Volume 82, Number 74 (Wednesday, April 19, 2017)] [Notices] [Pages 18502-18504] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-07876] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-80456; File No. SR-NYSE-2017-14] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposal To Adopt a Fee Schedule for Acquisition Companies April 13, 2017. 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 April 4, 2017, 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- [[Page 18503]] 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 adopt a fee schedule for Acquisition Companies. The proposed rule change is available on the Exchange's Web site at www.nyse.com, at the principal office of the Exchange, and at the Commission's Public Reference Room. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the self-regulatory organization included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of those statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant parts of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to adopt a flat initial listing fee for Acquisition Companies and exempt Acquisition Companies from the Exchange's Initial Application Fee. Acquisition Companies (commonly referred to in the marketplace as ``special purpose acquisition companies'' or ``SPACs'') are listed pursuant to Section 102.06 of the NYSE Listed Company Manual (the ``Manual''). Currently, Acquisition Companies are subject to the initial listing and annual fee schedule set forth in Section 902.03 of the Manual and applied generally to listed operating companies. The Exchange proposes to adopt new Section 902.11 of the Manual to establish a separate listing fee schedule for Acquisition Companies. Under proposed Section 902.11, Acquisition Companies would be subject to a flat fee of $85,000 upon initial listing. Proposed Section 902.11 would specify that the common stock and warrants listed by Acquisition Companies would continue to be subject to the annual listing fees set forth for those categories of securities in Section 902.03. Acquisition Companies typically sell units in their initial public offering, consisting of a common equity security and a whole or fractional warrant to purchase common stock.\4\ Holders of Acquisition Company units typically have the right to separate the units shortly after the IPO and the Exchange lists the common equity securities and the warrants (in addition to the units) upon separation. --------------------------------------------------------------------------- \4\ The number of warrants included in the units sold in an Acquisition Company IPO varies. Sometimes there is a warrant to purchase one common share included as part of each unit. Recently the units sold in some Acquisition Company IPOs have included a fractional warrant to purchase a share. In order to exercise these fractional warrants or trade them separate from the units, an investor would need to acquire sufficient warrants to be able to exercise them for whole numbers of shares. --------------------------------------------------------------------------- The flat initial listing fee in proposed Section 902.11 would be lower than the minimum initial listing fee applicable to Acquisition Companies under Section 902.03.\5\ The Exchange notes that Acquisition Companies differ in some important respects from traditional operating companies and believes that these differences make it reasonable to adopt a separate initial listing fee schedule for Acquisition Companies. --------------------------------------------------------------------------- \5\ A new class of common stock listed on the NYSE is subject to a minimum initial listing fee of $125,000 and an additional one-time special charge of $50,000. As such, the minimum aggregate initial listing fees an Acquisition Company must pay in relation to its common stock alone amounts to $175,000. In addition, an Acquisition Company has to pay initial listing fees for its warrants under the schedule set forth for short-term securities (i.e., securities with a maximum life of no more than seven years) in Section 902.06. Consequently, the minimum fees currently charged in connection with an Acquisition Company initial listing far exceed the proposed flat fee of $85,000. --------------------------------------------------------------------------- An Acquisition Company's listing often lasts for a brief period of time. Under the Acquisition Company structure, the company's charter provides that it must either enter into a business combination within a specified limited period of time (typically two years or less, but no longer than three years is permitted under Section 102.06) or return the funds held in trust to the company's shareholders and dissolve the company.\6\ Acquisition Company business combinations do not always result in a continued listing of the post-business combination entity, as the resultant entity may be a private company or list on another exchange or the Acquisition Company may be acquired by another company that is already listed. In contrast to an Acquisition Company, when an operating company lists, it is reasonable to expect that it will likely remain listed for many years. A listed operating company can therefore view the upfront cost of paying initial listing fees as relating to the benefits it receives from its NYSE listing over an extended period, including such things as the prestige associated with a listing, the liquid trading market, access to the NYSE's physical facilities, the NYSE's technological infrastructure, and the Exchange's regulatory program. Acquisition Companies, on the other hand, must assess the economic value of a listing on the basis of a potentially very brief period of listing. Given the much shorter average length of an Acquisition Company's listing, the Exchange believes it is reasonable to charge Acquisition Companies lower initial listing fees than operating companies. --------------------------------------------------------------------------- \6\ An Acquisition Company which remains listed upon consummation of its business combination is not subject to additional initial listing fees at that time, although it must pay supplemental listing fees with respect to any additional shares of common stock issued in connection with the business combination. An Acquisition Company transferring from another national securities exchange is not required to pay initial listing fees. --------------------------------------------------------------------------- Proposed Section 902.11 would make clear that Acquisition Companies would not be subject to the $25,000 Initial Application Fee charged to applicants under Section 902.03. Given the significantly lower initial listing fees that would be charged to Acquisition Company applicants under proposed Section 902.11, a $25,000 Initial Application Fee would represent a much higher percentage of the initial listing fees payable upon listing than it would for an operating company applicant. In addition, the Initial Application Fee is used to reduce the initial listing fees an applicant pays upon listing. The Exchange has also observed that Acquisition Company IPOs are significantly more likely to be completed than proposed operating company IPOs, so the likelihood that the Exchange will forego revenue if it does not charge the Initial Application Fee to Acquisition Companies is significantly reduced. The Exchange does not expect the financial impact of these two proposed amendments to be material in terms of the level of listing fees collected from issuers on the Exchange. Specifically, the Exchange notes that Acquisition Companies represent a relatively small number of potential listings and therefore anticipates that only a limited number of Acquisition Companies will list. Accordingly, the Exchange believes that the proposed rule change will not impact the Exchange's resource commitment to its regulatory oversight of the listing process or its regulatory programs. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with [[Page 18504]] Section 6(b) of the Exchange Act,\7\ in general, and furthers the objectives of Sections 6(b)(4) \8\ of the Exchange Act, in particular, in that it is designed to provide for the equitable allocation of reasonable dues, fees, and other charges and is not designed to permit unfair discrimination 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) of the Exchange Act, in particular in that it is designed to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest. --------------------------------------------------------------------------- \7\ 15 U.S.C. 78f(b). \8\ 15 U.S.C. 78f(b)(4). --------------------------------------------------------------------------- The Exchange believes that the proposed rule change is consistent with Sections 6(b)(4) and 6(b)(5) of the Exchange Act in that it represents an equitable allocation of fees and does not unfairly discriminate among listed companies. In particular, the Exchange notes that the proposed amendment is not unfairly discriminatory as Acquisition Companies frequently have a much shorter period of listing on the Exchange than operating companies. It is not unfairly discriminatory to exempt Acquisition Companies from the Initial Application Fee because the Initial Application Fee would represent a significantly larger percentage of the initial listing fees payable by an Acquisition Company upon listing and Acquisition Companies are more likely than operating companies to successful complete their IPO so the Exchange is less likely to forego revenue if they do not pay the Initial Application Fee. B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. The proposed rule change is designed to adopt reduced initial listing fees for Acquisition Companies and will therefore increase the competition for the listing of those companies by making the NYSE a more attractive listing venue for them. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were solicited or received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change is effective upon filing pursuant to Section 19(b)(3)(A) \9\ of the Act and subparagraph (f)(2) of Rule 19b- 4 \10\ thereunder, because it establishes a due, fee, or other charge imposed by the Exchange. --------------------------------------------------------------------------- \9\ 15 U.S.C. 78s(b)(3)(A). \10\ 17 CFR 240.19b-4(f)(2). --------------------------------------------------------------------------- At any time within 60 days of the filing of such proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings under Section 19(b)(2)(B) \11\ of the Act to determine whether the proposed rule change should be approved or disapproved. --------------------------------------------------------------------------- \11\ 15 U.S.C. 78s(b)(2)(B). --------------------------------------------------------------------------- IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic CommentsUse the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or Send an email to rule-comments@sec.gov. Please include File Number SR-NYSE-2017-14 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-2017-14. 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-2017-14 and should be submitted on or before May 10, 2017. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\12\ --------------------------------------------------------------------------- \12\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Brent J. Fields, Secretary. [FR Doc. 2017-07876 Filed 4-18-17; 8:45 am] BILLING CODE 8011-01-P
![18502 Federal Register / Vol. 82, No. 74 / Wednesday, April 19, 2017 / Notices
indexes, related futures or options on B. Self-Regulatory Organization’s post all comments on the Commission’s
futures, and any related derivative Statement on Burden on Competition Internet Web site (http://www.sec.gov/
instruments (including the Shares). The Exchange does not believe that rules/sro.shtml). Copies of the
The proposed rule change is designed the proposed rule change will impose submission, all subsequent
to promote just and equitable principles any burden on competition that is not amendments, all written statements
of trade and to protect investors and the necessary or appropriate in furtherance with respect to the proposed rule
public interest in that there is a of the purposes of the Act. The change that are filed with the
Exchange believes the proposed rule Commission, and all written
considerable amount of gold price and
change will enhance competition by communications relating to the
gold market information available on
accommodating Exchange trading of an proposed rule change between the
public Web sites and through
additional exchange-traded product Commission and any person, other than
professional and subscription services.
relating to physical gold. those that may be withheld from the
Investors may obtain on a 24-hour basis public in accordance with the
gold pricing information based on the C. Self-Regulatory Organization’s provisions of 5 U.S.C. 552, will be
spot price for an ounce of gold from Statement on Comments on the available for Web site viewing and
various financial information service Proposed Rule Change Received From printing in the Commission’s Public
providers. Investors may obtain gold Members, Participants, or Others Reference Room, 100 F Street NE.,
pricing information based on the spot Washington, DC 20549, on official
price for an ounce of gold from various No written comments were solicited
or received with respect to the proposed business days between the hours of
financial information service providers. 10:00 a.m. and 3:00 p.m. Copies of the
Current spot prices also are generally rule change.
filing also will be available for
available with bid/ask spreads from gold III. Date of Effectiveness of the inspection and copying at the principal
bullion dealers. In addition, the Funds’ Proposed Rule Change and Timing for office of the Exchange. All comments
Web site will provide pricing Commission Action received will be posted without change;
information for gold spot prices and the Within 45 days of the date of the Commission does not edit personal
Shares. Market prices for the Shares will publication of this notice in the Federal identifying information from
be available from a variety of sources Register or within such longer period submissions. You should submit only
including brokerage firms, information up to 90 days (i) as the Commission may information that you wish to make
Web sites and other information service designate if it finds such longer period available publicly. All submissions
providers. The NAV of the Funds will to be appropriate and publishes its should refer to File Number SR–
be published by the Sponsor on each reasons for so finding or (ii) as to which NYSEArca–2017–33, and should be
day that the NYSE Arca is open for the self-regulatory organization submitted on or before May 10, 2017.
regular trading and will be posted on consents, the Commission will: For the Commission, by the Division of
the Funds’ Web site. The IIV relating to (A) By order approve or disapprove Trading and Markets, pursuant to delegated
the Shares will be widely disseminated the proposed rule change, or authority.37
by one or more major market data (B) institute proceedings to determine Brent J. Fields,
vendors at least every 15 seconds during whether the proposed rule change Secretary.
the Core Trading Session. In addition, should be disapproved. [FR Doc. 2017–07877 Filed 4–18–17; 8:45 am]
the LBMA Gold Price is publicly
IV. Solicitation of Comments BILLING CODE 8011–01–P
available at no charge at
www.lbma.org.uk. The Funds’ Web site Interested persons are invited to
will also provide the Funds’ prospectus, submit written data, views, and SECURITIES AND EXCHANGE
as well as the two most recent reports arguments concerning the foregoing, COMMISSION
to stockholders. In addition, the including whether the proposed rule
change, as modified by Amendment No. [Release No. 34–80456; File No. SR–NYSE–
Exchange will make available over the
1, is consistent with the Act. Comments 2017–14]
Consolidated Tape quotation
information, trading volume, closing may be submitted by any of the Self-Regulatory Organizations; New
prices and NAV for the Shares from the following methods: York Stock Exchange LLC; Notice of
previous day. Electronic Comments Filing and Immediate Effectiveness of
The proposed rule change is designed • Use the Commission’s Internet Proposal To Adopt a Fee Schedule for
to perfect the mechanism of a free and comment form (http://www.sec.gov/ Acquisition Companies
open market and, in general, to protect rules/sro.shtml); or April 13, 2017.
investors and the public interest in that • Send an email to rule-comments@ Pursuant to Section 19(b)(1) 1 of the
it will facilitate the listing and trading sec.gov. Please include File Number SR– Securities Exchange Act of 1934 (the
of an additional type of exchange-traded NYSEArca–2017–33 on the subject line. ‘‘Act’’) 2 and Rule 19b–4 thereunder,3
product that will enhance competition notice is hereby given that, on April 4,
among market participants, to the Paper Comments
2017, New York Stock Exchange LLC
benefit of investors and the marketplace. • Send paper comments in triplicate
(‘‘NYSE’’ or the ‘‘Exchange’’) filed with
As noted above, the Exchange has in to Secretary, Securities and Exchange
the Securities and Exchange
place surveillance procedures relating to Commission, 100 F Street NE.,
Commission (the ‘‘Commission’’) the
trading in the Shares and may obtain Washington, DC 20549–1090.
jstallworth on DSK7TPTVN1PROD with NOTICES
proposed rule change as described in
information via ISG from other All submissions should refer to File Items I, II, and III below, which Items
exchanges that are members of ISG or Number SR–NYSEArca–2017–33. This have been prepared by the self-
with which the Exchange has entered file number should be included on the
into a comprehensive surveillance subject line if email is used. To help the 37 17 CFR 200.30–3(a)(12).
sharing agreement. In addition, as noted Commission process and review your 1 15 U.S.C. 78s(b)(1).
above, investors will have ready access comments more efficiently, please use 2 15 U.S.C. 78a.
to information regarding gold pricing. only one method. The Commission will 3 17 CFR 240.19b–4.
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![18504 Federal Register / Vol. 82, No. 74 / Wednesday, April 19, 2017 / Notices
Section 6(b) of the Exchange Act,7 in C. Self-Regulatory Organization’s rules/sro.shtml). Copies of the
general, and furthers the objectives of Statement on Comments on the submission, all subsequent
Sections 6(b)(4) 8 of the Exchange Act, Proposed Rule Change Received From amendments, all written statements
in particular, in that it is designed to Members, Participants, or Others with respect to the proposed rule
provide for the equitable allocation of No written comments were solicited change that are filed with the
reasonable dues, fees, and other charges or received with respect to the proposed Commission, and all written
and is not designed to permit unfair rule change. communications relating to the
discrimination among its members and proposed rule change between the
III. Date of Effectiveness of the Commission and any person, other than
issuers and other persons using its
Proposed Rule Change and Timing for those that may be withheld from the
facilities. The Exchange also believes
Commission Action public in accordance with the
that the proposed rule change is
consistent with Section 6(b)(5) of the The foregoing rule change is effective provisions of 5 U.S.C. 552, will be
upon filing pursuant to Section available for Web site viewing and
Exchange Act, in particular in that it is
19(b)(3)(A) 9 of the Act and printing in the Commission’s Public
designed to promote just and equitable
subparagraph (f)(2) of Rule 19b–4 10 Reference Room, 100 F Street NE.,
principles of trade, to foster cooperation Washington, DC 20549 on official
and coordination with persons engaged thereunder, because it establishes a due,
fee, or other charge imposed by the business days between the hours of
in regulating, clearing, settling, 10:00 a.m. and 3:00 p.m. Copies of the
processing information with respect to, Exchange.
At any time within 60 days of the filing also will be available for
and facilitating transactions in inspection and copying at the principal
filing of such proposed rule change, the
securities, to remove impediments to Commission summarily may office of the Exchange. All comments
and perfect the mechanism of a free and temporarily suspend such rule change if received will be posted without change;
open market and a national market it appears to the Commission that such the Commission does not edit personal
system, and, in general, to protect action is necessary or appropriate in the identifying information from
investors and the public interest. public interest, for the protection of submissions. You should submit only
The Exchange believes that the investors, or otherwise in furtherance of information that you wish to make
proposed rule change is consistent with the purposes of the Act. If the available publicly. All submissions
Sections 6(b)(4) and 6(b)(5) of the Commission takes such action, the should refer to File Number SR–NYSE–
Exchange Act in that it represents an Commission shall institute proceedings 2017–14 and should be submitted on or
equitable allocation of fees and does not under Section 19(b)(2)(B) 11 of the Act to before May 10, 2017.
unfairly discriminate among listed determine whether the proposed rule For the Commission, by the Division of
companies. In particular, the Exchange change should be approved or Trading and Markets, pursuant to delegated
disapproved. authority.12
notes that the proposed amendment is
Brent J. Fields,
not unfairly discriminatory as IV. Solicitation of Comments
Acquisition Companies frequently have Secretary.
Interested persons are invited to [FR Doc. 2017–07876 Filed 4–18–17; 8:45 am]
a much shorter period of listing on the
submit written data, views, and
Exchange than operating companies. It BILLING CODE 8011–01–P
arguments concerning the foregoing,
is not unfairly discriminatory to exempt
including whether the proposed rule
Acquisition Companies from the Initial change is consistent with the Act. SECURITIES AND EXCHANGE
Application Fee because the Initial Comments may be submitted by any of COMMISSION
Application Fee would represent a the following methods:
significantly larger percentage of the [Release No. 34–80454; File No. SR–DTC–
initial listing fees payable by an Electronic Comments 2017–006]
Acquisition Company upon listing and • Use the Commission’s Internet Self-Regulatory Organizations; The
Acquisition Companies are more likely comment form (http://www.sec.gov/ Depository Trust Company; Notice of
than operating companies to successful rules/sro.shtml); or Filing and Immediate Effectiveness of
complete their IPO so the Exchange is • Send an email to rule-comments@ a Proposed Rule Change To Modify the
less likely to forego revenue if they do sec.gov. Please include File Number SR– DTC Rules in Order to Enhance
not pay the Initial Application Fee. NYSE–2017–14 on the subject line. Transparency With Regard to
B. Self-Regulatory Organization’s Paper Comments Application Criteria and Participation
Statement on Burden on Competition • Send paper comments in triplicate Requirements for Applicants and
to Brent J. Fields, Secretary, Securities Participants
The Exchange does not believe that and Exchange Commission, 100 F Street April 13, 2017.
the proposed rule change will impose NE., Washington, DC 20549–1090. Pursuant to Section 19(b)(1) of the
any burden on competition that is not All submissions should refer to File Securities Exchange Act of 1934
necessary or appropriate in furtherance Number SR–NYSE–2017–14. This file (‘‘Act’’) 1 and Rule 19b–4 thereunder,2
of the purposes of the Act. The number should be included on the notice is hereby given that on April 7,
proposed rule change is designed to subject line if email is used. To help the 2017, The Depository Trust Company
adopt reduced initial listing fees for Commission process and review your (‘‘DTC’’) filed with the Securities and
Acquisition Companies and will
jstallworth on DSK7TPTVN1PROD with NOTICES
comments more efficiently, please use Exchange Commission (‘‘Commission’’)
therefore increase the competition for only one method. The Commission will the proposed rule change as described
the listing of those companies by post all comments on the Commission’s in Items I, II and III below, which Items
making the NYSE a more attractive Internet Web site (http://www.sec.gov/ have been prepared by the clearing
listing venue for them.
9 15 U.S.C. 78s(b)(3)(A). 12 17 CFR 200.30–3(a)(12).
7 15 U.S.C. 78f(b). 10 17 CFR 240.19b–4(f)(2). 1 15 U.S.C. 78s(b)(1).
8 15 U.S.C. 78f(b)(4). 11 15 U.S.C. 78s(b)(2)(B). 2 17 CFR 240.19b–4.
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Document Created: 2018-11-14 09:44:02
Document Modified: 2018-11-14 09:44:02
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
| Publisher | Office of the Federal Register, National Archives and Records Administration | |
| Section | Notices | |
| FR Citation | 82 FR 18502 |
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