82_FR_20727 82 FR 20643 - Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Adopt an Annual Fee Cap for Acquisition Companies

82 FR 20643 - Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Adopt an Annual Fee Cap for Acquisition Companies

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 84 (May 3, 2017)

Page Range20643-20645
FR Document2017-08901

Federal Register, Volume 82 Issue 84 (Wednesday, May 3, 2017)
[Federal Register Volume 82, Number 84 (Wednesday, May 3, 2017)]
[Notices]
[Pages 20643-20645]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-08901]


=======================================================================
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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-80542; File No. SR-NYSE-2017-18]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Adopt an Annual Fee Cap for Acquisition Companies

April 27, 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 14, 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-
regulatory organization. The Commission is publishing this notice to 
solicit comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C.78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to adopt an annual fee cap 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 an annual fee cap for Acquisition 
Companies.
    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''). 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.
---------------------------------------------------------------------------

    Currently, Section 902.11 of the Manual specifies that the common 
shares listed as part of an Acquisition Company unit offering are 
subject to the annual fee schedule for common stock set forth in 
Section 902.03 of the Manual and the warrants are subject to the annual 
fee schedule set forth in Section 902.06 for short-term warrants to 
purchase equity securities.\5\ The Exchange proposes to retain this 
annual fee structure, but proposes to establish a limit of $85,000 on 
the aggregate of all annual fees payable by an Acquisition Company with 
respect to its listed common shares and warrants in any calendar year.
---------------------------------------------------------------------------

    \5\ Section 902.03 requires listed companies to pay annual fees 
of $0.00105 per share for common stock, subject to a minimum of 
$59,500. Section 902.06 requires a fee of $0.00105 per warrant, 
subject to a $5,000 annual cap. All of the fees payable on both a 
company's common stock and warrants are subject to the overall 
annual cap on listing fees of $500,000 set forth in Section 902.02.
---------------------------------------------------------------------------

    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. 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, an operating 
company that lists on the Exchange will typically remain listed for 
many years.
    Acquisition Companies do not have the same right to receive 
services from the Exchange under Section 907.00 as operating companies 
do. An Acquisition Company is not deemed eligible for the services 
provided to an Eligible New Listing at the time of its initial listing, 
but becomes eligible for those services at such time as it has 
completed one or more business combinations having an aggregate fair 
market value of at least 80% of the value of the trust account as 
specified in Section 102.06 if it remains listed after meeting that 
requirement. As discussed above, many Acquisition Companies either 
liquidate or do not remain listed after their business combination is 
consummated.

[[Page 20644]]

Consequently, many Acquisition Companies would never become eligible 
for services under Section 907.00.\6\ Consequently, the Exchange 
believes it is reasonable to limit the amount of annual fees a listed 
Acquisition Company must pay, as the ineligibility of Acquisition 
Companies to receive services under Section 907.00 means that the cost 
of servicing an Acquisition Company listing would be generally lower 
than the cost to the Exchange of servicing the listing of an operating 
company of comparable size.
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    \6\ Moreover, an Acquisition Company that remains listed after 
its business combination will be subject to the higher annual fees 
charged to operating companies commencing with its first full year 
of listing after consummation of its business combination.
---------------------------------------------------------------------------

    The Exchange does not expect the financial impact of the proposed 
amendment 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. In addition, the Exchange does not 
anticipate that the annual fees payable by all Acquisition Companies 
would exceed the proposed cap, so the reduction in revenue would not be 
relevant to all listed Acquisition Companies. 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 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 and they are ineligible to 
receive services from the Exchange that are generally available to 
newly-listed operating companies.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act. The proposed rule change is 
designed to limit the amount a listed Acquisition Company pays in 
annual listing fees and should therefore increase competition for 
Acquisition Company listings by making the Exchange a more attractive 
listing venue.

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 Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSE-2017-18 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-2017-18. 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-2017-18 and should be 
submitted on or before May 24, 2017.


[[Page 20645]]


    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\12\
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    \12\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-08901 Filed 5-2-17; 8:45 am]
 BILLING CODE 8011-01-P



                                                                              Federal Register / Vol. 82, No. 84 / Wednesday, May 3, 2017 / Notices                                                       20643

                                               are available at www.prc.gov, Docket                     Commission (the ‘‘Commission’’) the                   Exchange lists the common equity
                                               Nos. MC2017–125, CP2017–177.                             proposed rule change as described in                  securities and the warrants (in addition
                                                                                                        Items I, II, and III below, which Items               to the units) upon separation.
                                               Ruth B. Stevenson,                                                                                                Currently, Section 902.11 of the
                                                                                                        have been prepared by the self-
                                               Attorney, Federal Compliance.                            regulatory organization. The                          Manual specifies that the common
                                               [FR Doc. 2017–08883 Filed 5–2–17; 8:45 am]               Commission is publishing this notice to               shares listed as part of an Acquisition
                                               BILLING CODE 7710–12–P                                   solicit comments on the proposed rule                 Company unit offering are subject to the
                                                                                                        change from interested persons.                       annual fee schedule for common stock
                                                                                                                                                              set forth in Section 902.03 of the
                                               POSTAL SERVICE                                           I. Self-Regulatory Organization’s                     Manual and the warrants are subject to
                                                                                                        Statement of the Terms of Substance of                the annual fee schedule set forth in
                                               Product Change—Priority Mail                             the Proposed Rule Change                              Section 902.06 for short-term warrants
                                               Negotiated Service Agreement                                The Exchange proposes to adopt an                  to purchase equity securities.5 The
                                               AGENCY: Postal ServiceTM.                                annual fee cap for Acquisition                        Exchange proposes to retain this annual
                                                                                                        Companies. The proposed rule change is                fee structure, but proposes to establish
                                               ACTION: Notice.
                                                                                                        available on the Exchange’s Web site at               a limit of $85,000 on the aggregate of all
                                               SUMMARY:    The Postal Service gives                     www.nyse.com, at the principal office of              annual fees payable by an Acquisition
                                               notice of filing a request with the Postal               the Exchange, and at the Commission’s                 Company with respect to its listed
                                               Regulatory Commission to add a                           Public Reference Room.                                common shares and warrants in any
                                               domestic shipping services contract to                   II. Self-Regulatory Organization’s                    calendar year.
                                               the list of Negotiated Service                           Statement of the Purpose of, and                         An Acquisition Company’s listing
                                               Agreements in the Mail Classification                    Statutory Basis for, the Proposed Rule                often lasts for a brief period of time.
                                               Schedule’s Competitive Products List.                    Change                                                Under the Acquisition Company
                                               DATES: Effective date: May 3, 2017.
                                                                                                                                                              structure, the company’s charter
                                                                                                           In its filing with the Commission, the             provides that it must either enter into a
                                               FOR FURTHER INFORMATION CONTACT:                         self-regulatory organization included                 business combination within a specified
                                               Elizabeth A. Reed, 202–268–3179.                         statements concerning the purpose of,                 limited period of time (typically two
                                               SUPPLEMENTARY INFORMATION: The                           and basis for, the proposed rule change               years or less, but no longer than three
                                               United States Postal Service® hereby                     and discussed any comments it received                years is permitted under Section 102.06)
                                               gives notice that, pursuant to 39 U.S.C.                 on the proposed rule change. The text                 or return the funds held in trust to the
                                               3642 and 3632(b)(3), on April 27, 2017,                  of those statements may be examined at                company’s shareholders and dissolve
                                               it filed with the Postal Regulatory                      the places specified in Item IV below.                the company. Acquisition Company
                                               Commission a Request of the United                       The Exchange has prepared summaries,                  business combinations do not always
                                               States Postal Service to Add Priority                    set forth in sections A, B, and C below,              result in a continued listing of the post-
                                               Mail Contract 314 to Competitive                         of the most significant parts of such                 business combination entity, as the
                                               Product List. Documents are available at                 statements.                                           resultant entity may be a private
                                               www.prc.gov, Docket Nos. MC2017–124,                     A. Self-Regulatory Organization’s                     company or list on another exchange or
                                               CP2017–176.                                              Statement of the Purpose of, and the                  the Acquisition Company may be
                                               Ruth B. Stevenson,                                       Statutory Basis for, the Proposed Rule                acquired by another company that is
                                               Attorney, Federal Compliance.
                                                                                                        Change                                                already listed. In contrast to an
                                                                                                                                                              Acquisition Company, an operating
                                               [FR Doc. 2017–08884 Filed 5–2–17; 8:45 am]               1. Purpose
                                                                                                                                                              company that lists on the Exchange will
                                               BILLING CODE 7710–12–P                                      The Exchange proposes to adopt an                  typically remain listed for many years.
                                                                                                        annual fee cap for Acquisition                           Acquisition Companies do not have
                                                                                                        Companies.                                            the same right to receive services from
                                               SECURITIES AND EXCHANGE                                     Acquisition Companies (commonly                    the Exchange under Section 907.00 as
                                               COMMISSION                                               referred to in the marketplace as                     operating companies do. An Acquisition
                                                                                                        ‘‘special purpose acquisition                         Company is not deemed eligible for the
                                               [Release No. 34–80542; File No. SR–NYSE–                 companies’’ or ‘‘SPACs’’) are listed
                                               2017–18]                                                                                                       services provided to an Eligible New
                                                                                                        pursuant to Section 102.06 of the NYSE                Listing at the time of its initial listing,
                                               Self-Regulatory Organizations; New                       Listed Company Manual (the                            but becomes eligible for those services
                                               York Stock Exchange LLC; Notice of                       ‘‘Manual’’). Acquisition Companies                    at such time as it has completed one or
                                               Filing and Immediate Effectiveness of                    typically sell units in their initial public          more business combinations having an
                                               Proposed Rule Change To Adopt an                         offering, consisting of a common equity               aggregate fair market value of at least
                                               Annual Fee Cap for Acquisition                           security and a whole or fractional                    80% of the value of the trust account as
                                               Companies                                                warrant to purchase common stock.4                    specified in Section 102.06 if it remains
                                                                                                        Holders of Acquisition Company units                  listed after meeting that requirement. As
                                               April 27, 2017.                                          typically have the right to separate the              discussed above, many Acquisition
                                                  Pursuant to Section 19(b)(1) 1 of the                 units shortly after the IPO and the                   Companies either liquidate or do not
                                               Securities Exchange Act of 1934 (the                                                                           remain listed after their business
                                                                                                           4 The number of warrants included in the units
                                               ‘‘Act’’) 2 and Rule 19b–4 thereunder,3                                                                         combination is consummated.
                                                                                                        sold in an Acquisition Company IPO varies.
                                               notice is hereby given that, on April 14,
nlaroche on DSK30NT082PROD with NOTICES




                                                                                                        Sometimes there is a warrant to purchase one
                                               2017, New York Stock Exchange LLC                        common share included as part of each unit.              5 Section 902.03 requires listed companies to pay

                                               (‘‘NYSE’’ or the ‘‘Exchange’’) filed with                Recently the units sold in some Acquisition           annual fees of $0.00105 per share for common
                                               the Securities and Exchange                              Company IPOs have included a fractional warrant       stock, subject to a minimum of $59,500. Section
                                                                                                        to purchase a share. In order to exercise these       902.06 requires a fee of $0.00105 per warrant,
                                                                                                        fractional warrants or trade them separate from the   subject to a $5,000 annual cap. All of the fees
                                                 1 15 U.S.C.78s(b)(1).                                  units, an investor would need to acquire sufficient   payable on both a company’s common stock and
                                                 2 15 U.S.C. 78a.                                       warrants to be able to exercise them for whole        warrants are subject to the overall annual cap on
                                                 3 17 CFR 240.19b–4.                                    numbers of shares.                                    listing fees of $500,000 set forth in Section 902.02.



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                                               20644                          Federal Register / Vol. 82, No. 84 / Wednesday, May 3, 2017 / Notices

                                               Consequently, many Acquisition                          open market and a national market                      determine whether the proposed rule
                                               Companies would never become eligible                   system, and, in general, to protect                    change should be approved or
                                               for services under Section 907.00.6                     investors and the public interest.                     disapproved.
                                               Consequently, the Exchange believes it                     The Exchange believes that the
                                               is reasonable to limit the amount of                    proposed rule change is consistent with                IV. Solicitation of Comments
                                               annual fees a listed Acquisition                        Sections 6(b)(4) and 6(b)(5) of the                      Interested persons are invited to
                                               Company must pay, as the ineligibility                  Exchange Act in that it represents an                  submit written data, views, and
                                               of Acquisition Companies to receive                     equitable allocation of fees and does not              arguments concerning the foregoing,
                                               services under Section 907.00 means                     unfairly discriminate among listed                     including whether the proposed rule
                                               that the cost of servicing an Acquisition               companies. In particular, the Exchange                 change is consistent with the Act.
                                               Company listing would be generally                      notes that the proposed amendment is                   Comments may be submitted by any of
                                               lower than the cost to the Exchange of                  not unfairly discriminatory as                         the following methods:
                                               servicing the listing of an operating                   Acquisition Companies frequently have
                                               company of comparable size.                             a much shorter period of listing on the                Electronic Comments
                                                  The Exchange does not expect the                     Exchange than operating companies and
                                               financial impact of the proposed                        they are ineligible to receive services                  • Use the Commission’s Internet
                                               amendment to be material in terms of                    from the Exchange that are generally                   comment form (http://www.sec.gov/
                                               the level of listing fees collected from                available to newly-listed operating                    rules/sro.shtml); or
                                               issuers on the Exchange. Specifically,                  companies.                                               • Send an email to rule-
                                               the Exchange notes that Acquisition                                                                            comments@sec.gov. Please include File
                                               Companies represent a relatively small                  B. Self-Regulatory Organization’s
                                                                                                       Statement on Burden on Competition                     Number SR–NYSE–2017–18 on the
                                               number of potential listings and                                                                               subject line.
                                               therefore anticipates that only a limited                  The Exchange does not believe that
                                               number of Acquisition Companies will                    the proposed rule change will impose                   Paper Comments
                                               list. In addition, the Exchange does not                any burden on competition that is not
                                               anticipate that the annual fees payable                 necessary or appropriate in furtherance                  • Send paper comments in triplicate
                                               by all Acquisition Companies would                      of the purposes of the Act. The                        to Brent J. Fields, Secretary, Securities
                                               exceed the proposed cap, so the                         proposed rule change is designed to                    and Exchange Commission, 100 F Street
                                               reduction in revenue would not be                       limit the amount a listed Acquisition                  NE., Washington, DC 20549–1090.
                                               relevant to all listed Acquisition                      Company pays in annual listing fees and                All submissions should refer to File
                                               Companies. Accordingly, the Exchange                    should therefore increase competition                  Number SR–NYSE–2017–18. This file
                                               believes that the proposed rule change                  for Acquisition Company listings by                    number should be included on the
                                               will not impact the Exchange’s resource                 making the Exchange a more attractive                  subject line if email is used. To help the
                                               commitment to its regulatory oversight                  listing venue.                                         Commission process and review your
                                               of the listing process or its regulatory                                                                       comments more efficiently, please use
                                               programs.                                               C. Self-Regulatory Organization’s
                                                                                                       Statement on Comments on the                           only one method. The Commission will
                                               2. Statutory Basis                                      Proposed Rule Change Received From                     post all comments on the Commission’s
                                                                                                       Members, Participants, or Others                       Internet Web site (http://www.sec.gov/
                                                  The Exchange believes that the
                                                                                                                                                              rules/sro.shtml). Copies of the
                                               proposed rule change is consistent with                   No written comments were solicited                   submission, all subsequent
                                               Section 6(b) of the Exchange Act,7 in                   or received with respect to the proposed               amendments, all written statements
                                               general, and furthers the objectives of                 rule change.                                           with respect to the proposed rule
                                               Sections 6(b)(4) 8 of the Exchange Act,
                                                                                                       III. Date of Effectiveness of the                      change that are filed with the
                                               in particular, in that it is designed to
                                                                                                       Proposed Rule Change and Timing for                    Commission, and all written
                                               provide for the equitable allocation of
                                                                                                       Commission Action                                      communications relating to the
                                               reasonable dues, fees, and other charges
                                                                                                                                                              proposed rule change between the
                                               and is not designed to permit unfair                       The foregoing rule change is effective
                                                                                                                                                              Commission and any person, other than
                                               discrimination among its members and                    upon filing pursuant to Section
                                                                                                                                                              those that may be withheld from the
                                               issuers and other persons using its                     19(b)(3)(A) 9 of the Act and
                                                                                                                                                              public in accordance with the
                                               facilities. The Exchange also believes                  subparagraph (f)(2) of Rule 19b–4 10
                                                                                                                                                              provisions of 5 U.S.C. 552, will be
                                               that the proposed rule change is                        thereunder, because it establishes a due,
                                                                                                                                                              available for Web site viewing and
                                               consistent with Section 6(b)(5) of the                  fee, or other charge imposed by the
                                                                                                                                                              printing in the Commission’s Public
                                               Exchange Act, in particular in that it is               Exchange.
                                                                                                                                                              Reference Room, 100 F Street NE.,
                                               designed to promote just and equitable                     At any time within 60 days of the
                                                                                                                                                              Washington, DC 20549 on official
                                               principles of trade, to foster cooperation              filing of such proposed rule change, the
                                                                                                                                                              business days between the hours of
                                               and coordination with persons engaged                   Commission summarily may
                                                                                                                                                              10:00 a.m. and 3:00 p.m. Copies of the
                                               in regulating, clearing, settling,                      temporarily suspend such rule change if
                                                                                                                                                              filing also will be available for
                                               processing information with respect to,                 it appears to the Commission that such
                                                                                                                                                              inspection and copying at the principal
                                               and facilitating transactions in                        action is necessary or appropriate in the
                                                                                                                                                              office of the Exchange. All comments
                                               securities, to remove impediments to                    public interest, for the protection of
                                                                                                                                                              received will be posted without change;
                                               and perfect the mechanism of a free and                 investors, or otherwise in furtherance of
                                                                                                                                                              the Commission does not edit personal
                                                                                                       the purposes of the Act. If the
nlaroche on DSK30NT082PROD with NOTICES




                                                                                                                                                              identifying information from
                                                  6 Moreover, an Acquisition Company that remains
                                                                                                       Commission takes such action, the
                                               listed after its business combination will be subject                                                          submissions. You should submit only
                                                                                                       Commission shall institute proceedings
                                               to the higher annual fees charged to operating                                                                 information that you wish to make
                                               companies commencing with its first full year of        under Section 19(b)(2)(B) 11 of the Act to
                                                                                                                                                              available publicly. All submissions
                                               listing after consummation of its business
                                               combination.                                             9 15 U.S.C. 78s(b)(3)(A).
                                                                                                                                                              should refer to File Number SR–NYSE–
                                                  7 15 U.S.C. 78f(b).                                   10 17 CFR 240.19b–4(f)(2).                            2017–18 and should be submitted on or
                                                  8 15 U.S.C. 78f(b)(4).                                11 15 U.S.C. 78s(b)(2)(B).                            before May 24, 2017.


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                                                                              Federal Register / Vol. 82, No. 84 / Wednesday, May 3, 2017 / Notices                                                20645

                                                 For the Commission, by the Division of                 received any comments on the Advance                   certainty and transparency concerning
                                               Trading and Markets, pursuant to delegated               Notice to date. This publication serves                clearing member exposures, OCC
                                               authority.12                                             as notice of no objection to the Advance               proposes amendments to its rules
                                               Eduardo A. Aleman,                                       Notice.                                                governing the Stock Loan Programs to
                                               Assistant Secretary.                                                                                            do the following: (1) Require clearing
                                                                                                        I. Background
                                               [FR Doc. 2017–08901 Filed 5–2–17; 8:45 am]                                                                      members to have policies and
                                               BILLING CODE 8011–01–P                                      OCC operates two Stock Loan                         procedures to reconcile stock loan
                                                                                                        Programs—the Hedge Program and                         positions each business day; (2) state
                                                                                                        Market Loan Program—in which a                         explicitly that the controlling record for
                                               SECURITIES AND EXCHANGE                                  participating clearing member can lend                 stock loan positions for margin and
                                               COMMISSION                                               an agreed-upon number of shares of                     other purposes is OCC’s ‘‘golden’’
                                                                                                        eligible stock 4 to another clearing                   record; and (3) provide that stock loan
                                               [Release No. 34–80537; File No. SR–OCC–
                                                                                                        member in exchange for an agreed-upon                  positions remain in effect until OCC’s
                                               2017–802]
                                                                                                        value of U.S. dollar cash collateral and               records reflect stock loan terminations.
                                               Self-Regulatory Organizations; The                       then novate the loan to OCC for                        Second, to mitigate risks that may arise
                                               Options Clearing Corporation; Notice                     clearing.5 The Hedge Program permits                   in the event of a clearing member
                                               of No Objection To Advance Notice                        clearing members to bilaterally execute                suspension, OCC proposes amendments
                                               Filing Concerning the Options Clearing                   stock loans and negotiate                              to its rules governing the Stock Loan
                                               Corporation’s Enhancements to OCC’s                      collateralization and other terms before               Programs to do the following: (1)
                                               Stock Loan Programs                                      submitting such stock loans to OCC for                 Provide a two-day trading window in
                                                                                                        novation and clearing.6 The Market                     which clearing members must execute
                                               April 27, 2017.                                          Loan Program is operationally similar to               close-out transactions, also known as
                                                  The Options Clearing Corporation                      the Hedge Program, but it permits                      ‘‘buy-in’’ or ‘‘sell-out’’ transactions; (2)
                                               (‘‘OCC’’) filed on February 28, 2017 with                clearing members to execute stock loans                provide broad authority for OCC to use
                                               the Securities and Exchange                              through a multilateral loan market.7 In                reasonable prices to settle close-out
                                               Commission (‘‘Commission’’) advance                      each case, upon completion of the                      transactions; and (3) permit OCC to
                                               notice SR–OCC–2017–802 (‘‘Advance                        novation process, OCC, in its capacity as              close out and re-establish the matched-
                                               Notice’’) pursuant to Section 806(e)(1) of               a central counterparty, guarantees return              book stock loan positions of a
                                               the Payment, Clearing, and Settlement                    of (i) loaned stock, or that stock’s value,            suspended Hedge Program clearing
                                               Supervision Act of 2010 (‘‘Payment,                      to the lending clearing member, and (ii)               member through termination by offset
                                               Clearing and Settlement Supervision                      the value of cash collateral to the                    and ‘‘re-matching’’ with other clearing
                                               Act’’) 1 and Rule 19b–4(n)(1)(i) under                   borrowing clearing member.8 In                         members. Each of these proposals is
                                               the Securities Exchange Act of 1934 2                    addition, OCC makes mark-to-market                     discussed in more detail below.
                                               (‘‘Exchange Act’’) to propose a number                   margin payments on a daily basis to
                                               of enhancements to its Stock Loan/                       ensure stock loans remain fully                        A. Proposed Measures To Improve
                                               Hedge Program (‘‘Hedge Program’’) and                    collateralized.                                        Trade Certainty and Transparency
                                               Market Loan Program (collectively, the                                                                             OCC’s Advance Notice proposes three
                                                                                                        II. Description of the Advance Notice
                                               ‘‘Stock Loan Programs’’). The proposed                                                                          amendments to the rules governing its
                                               changes would supplement OCC’s risk                         OCC’s Advance Notice proposes a                     Stock Loan Programs that are intended
                                               management framework for the Stock                       number of changes to the Stock Loan                    to improve trade certainty and
                                               Loan Programs to provide greater                         Programs and its Rules governing those                 transparency for clearing members and
                                               certainty concerning each participant’s                  Programs.9 First, to improve trade                     OCC.
                                               stock loan exposures and to mitigate                                                                            1. Daily Reconciliation of Stock Loan
                                                                                                        and has not received any comments on the proposal
                                               risks that may arise in the event of a                   to date. See Securities Exchange Act Release No.       Positions
                                               clearing member suspension. The                          34–80323 (March 8, 2017), 82 FR 13690 (March 14,
                                               Advance Notice was published for                         2017) (File No. SR–OCC–2017–002).                         Clearing members that participate in
                                               comment in the Federal Register on                          4 See OCC Rules 2202 and 2202A (providing that      the Hedge Program and the Market Loan
                                               April 3, 2017.3 The Commission has not                   stock loans under the Hedge Program and the            Program execute and terminate stock
                                                                                                        Market Loan Program, respectively, must effect         loans on a bilateral basis. Following
                                                                                                        transfer only of ‘‘Eligible Stock,’’ as defined in
                                                 12 17 CFR 200.30–3(a)(12).                             Article I of OCC’s By-laws). OCC permits clearing      execution or termination of stock loans,
                                                 1 12 U.S.C. 5465(e)(1). The Financial Stability        members to execute stock loans involving 6,191         OCC requires clearing members to
                                               Oversight Council designated OCC a systemically          eligible securities as March 29, 2017, available at    promptly report stock loans directly to
                                               important financial market utility (‘‘SIFMU’’) on        https://www.theocc.com/webapps/stock loan-             OCC, or to facilitate such reporting to
                                               July 18, 2012. See Financial Stability Oversight         eligible-securities.
                                               Council 2012 Annual Report, Appendix A, http://             5 The Hedge Program is governed by Article XXI      OCC through the Depository Trust
                                               www.treasury.gov/initiatives/fsoc/Documents/             of OCC’s By-Laws and Chapter XXII of OCC’s Rules.      Corporation (‘‘DTC’’), ensuring OCC
                                               2012%20Annual%20Report.pdf. Therefore, OCC is            The Market Loan Program is governed by Article         accepts stock loans for clearing and
                                               required to comply with the Payment, Clearing and        XXIA of OCC’s By-Laws and Chapter XXIIA of             records the novation or termination for
                                               Settlement Supervision Act and file advance              OCC’s Rules. The Commission understands that
                                               notices with the Commission.                             OCC cleared approximately 10–15% of the overall        margin and other purposes. Under the
                                                 2 17 CFR 240.19b–4(n)(1)(i).                           U.S.-equities stock loan market through the two        current trade-reporting process, clearing
                                                 3 See Securities Exchange Act Release No. 34–          programs, as of November 2015.                         members may fail to report (or to have
                                                                                                           6 The Commission understands that the Hedge
                                               80323 (March 28, 2017), 82 FR 16260 (April 3,                                                                   DTC report) stock loans to OCC in a
                                               2017) (File No. SR–OCC–2017–802) (‘‘Notice of            Program accounts for approximately 95% of cleared
                                                                                                                                                               timely manner, increasing uncertainty
nlaroche on DSK30NT082PROD with NOTICES




                                               Filing of Advance Notice’’). OCC also filed a            stock loan volume at OCC, as of November 2015.
                                               proposed rule change with the Commission                    7 Automated Equity Finance Markets, Inc. is the     in the novation process and decreasing
                                               pursuant to Section 19(b)(1) of the Securities           sole loan market through which clearing members        transparency with respect to OCC’s
                                               Exchange Act (‘‘Exchange Act’’) and Rule 19b–4           can execute stock loans in the Market Loan             stock loan positions and obligations as
                                               thereunder, seeking approval of changes to its rules     Program.
                                                                                                           8 See OCC Rules 2202(b) and 2202A(b).
                                                                                                                                                               a central counterparty and guarantor.
                                               necessary to implement the Advance Notice. 15
                                               U.S.C. 78s(b)(1) and 17 CFR 240.19b–4,                      9 For a more detailed description of the specific
                                                                                                                                                               The current process thereby presents
                                               respectively. The Commission published notice of         rule changes OCC is proposing, see Notice of Filing    risk management risks both to OCC and
                                               the proposed rule change in the Federal Register         of Advance Notice, supra note 3.                       clearing members.


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Document Created: 2018-11-08 08:36:22
Document Modified: 2018-11-08 08:36:22
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 Citation82 FR 20643 

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