Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change, as Modified by Amendment No. 1 Thereto, to Reduce From Six Months to Three Months the Period for Which a Company's Average Global Market Capitalization Must Exceed the Levels Established by the Exchange's Pure Valuation/Revenue Test, 73055-73056 [E7-24889]

Download as PDF Federal Register / Vol. 72, No. 246 / Wednesday, December 26, 2007 / Notices 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 inspection and copying in the Commission’s Public Reference Room, 100 F Street, NE., Washington, DC 20549, on official business days between the hours of 10 a.m. and 3 p.m. Copies of such filing also will be available for inspection and copying at the principal office of Nasdaq. 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–NASDAQ–2007–087 and should be submitted on or before January 16, 2008. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.12 Florence E. Harmon, Deputy Secretary. [FR Doc. E7–24897 Filed 12–21–07; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–56976; File No. SR–NYSE– 2007–98] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change, as Modified by Amendment No. 1 Thereto, to Reduce From Six Months to Three Months the Period for Which a Company’s Average Global Market Capitalization Must Exceed the Levels Established by the Exchange’s Pure Valuation/Revenue Test pwalker on PROD1PC71 with NOTICES December 17, 2007. Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on October 29, 2007, New York Stock Exchange LLC (‘‘NYSE’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which Items have been substantially prepared by the Exchange. On December 14, 2007, the CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. Exchange filed Amendment No. 1 to the proposed rule change. 3 The Commission is publishing this notice to solicit comments on the proposed rule change, as modified by Amendment No. 1, from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to reduce from six months to three months the period for which the average global market capitalization of prospective listed companies must exceed the levels established by the Exchange’s ‘‘pure valuation/revenue’’ test contained in section 102.01C of the Exchange’s Listed Company Manual (the ‘‘Manual’’). The text of the proposed rule change is included below. Proposed new language is italicized; proposed deletions are in [brackets]. VerDate Aug<31>2005 17:33 Dec 21, 2007 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 Exchange 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 these 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 aspects of such statements. NYSE Listed Company Manual * 1. Purpose * * * * 102.01 Minimum Numerical Standards—Domestic Companies— Equity Listings * * * * * 102.01C A company must meet one of the following financial standards. * * * * * (II) Valuation/Revenue Test Companies listing under this standard may satisfy either (a) the Valuation/ Revenue with Cash Flow Test or (b) the Pure Valuation/Revenue Test. * * * * * (b) Pure Valuation/Revenue Test— (1) At least $750,000,000 in global market capitalization, and (2) At least $75,000,000 in revenues during the most recent fiscal year*. In the case of companies listing in connection with an IPO, the company’s underwriter (or, in the case of a spin-off, the parent company’s investment banker or other financial advisor) must provide a written representation that demonstrates the company’s ability to meet the $750,000,000 global market capitalization requirement based upon the completion of the offering (or distribution). For all other companies, market capitalization valuation will be determined over a [six]three-month average. In considering the suitability for listing of a company pursuant to the provision in the immediately preceding sentence, the Exchange will consider whether the company’s business prospects and operating results indicate that the company’s market 3 The Exchange notes that Amendment No. 1 superseded the original filing in its entirety. Jkt 214001 capitalization value is likely to be sustained or increase over time. * * * * * A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 12 17 1 15 73055 PO 00000 Frm 00074 Fmt 4703 Sfmt 4703 The Exchange proposes to reduce from six months to three months the period for which the average global market capitalization of prospective listed companies must exceed the levels established by the Exchange’s financial listing criteria contained in section 102.01C of the Manual. Section 102.01C requires companies listing under the Exchange’s ‘‘pure valuation/revenue’’ test to have a global market capitalization of $750 million. In the case of companies listing other than in connection with an initial public offering or a spin-off or upon emergence from bankruptcy, section 102.01C provides that the company must have met the required level of market capitalization on the basis of a sixmonth average. The Exchange believes that a reduction of this requirement from six months to three months will not diminish the quality of companies listing under the relevant tests. Rather, the Exchange believes that the primary effect of the proposed amendment would be to permit the earlier listing of companies that would ultimately qualify on the basis of a six-month average.4 In accepting companies that 4 The Exchange notes that under The NASDAQ Stock Market LLC (‘‘Nasdaq’’) Global Market Standard 3, a company can list with $75 million in market value of listed securities (sustained over 90 consecutive trading days) and $20 million in market value of publicly held shares. See Nasdaq Rule 4420(c). The Exchange believes that, notwithstanding the proposed shift to a three-month from a six-month test period, the NYSE’s ‘‘pure valuation/revenue’’ standard’s requirement of a global market capitalization of $750 million is far more stringent than Nasdaq Global Market Standard 3. E:\FR\FM\26DEN1.SGM 26DEN1 73056 Federal Register / Vol. 72, No. 246 / Wednesday, December 26, 2007 / Notices have met the required market capitalization requirement for less than six months, the Exchange will consider whether the company’s business prospects and operating results indicate that the company’s market capitalization value is likely to be sustained or increase over time or whether more transient conditions have led to a valuation that is unlikely to be sustained.5 2. Statutory Basis The proposed rule change is consistent with section 6(b)6 of the Act, in general, and furthers the objectives of section 6(b)(5),7 in particular, in that it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in facilitating transactions in securities, and to remove impediments to and perfect the mechanisms of a free and open market and a national market system. 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. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others Written comments were neither solicited nor received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 35 days of the date of publication of this notice in the Federal Register or within such longer period (i) as the Commission may designate up to 90 days of such date if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the Exchange consents, the Commission will: (A) By order approve such proposed rule change, or (B) institute proceedings to determine whether the proposed rule change should be disapproved. pwalker on PROD1PC71 with NOTICES IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, 5 See proposed rule text, supra Section I. 6 15 U.S.C. 78f(b). 7 15 U.S.C. 78f(b)(5). VerDate Aug<31>2005 17:33 Dec 21, 2007 Jkt 214001 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 (https://www.sec.gov/ rules/sro.shtml); or • Send an e-mail to rulecomments@sec.gov. Please include File Number SR–NYSE–2007–98 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–NYSE–2007–98. This file number should be included on the subject line if e-mail 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 (https://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 inspection and copying in the Commission’s Public Reference Room, 100 F Street, NE., Washington, DC 20549, on official business days between the hours of 10 a.m. and 3 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–2007–98 and should be submitted on or before January 16, 2008. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.8 Florence E. Harmon, Deputy Secretary. [FR Doc. E7–24889 Filed 12–21–07; 8:45 am] BILLING CODE 8011–01–P 8 17 PO 00000 CFR 200.30–3(a)(12). Frm 00075 Fmt 4703 Sfmt 4703 SMALL BUSINESS ADMINISTRATION [Disaster Declaration # 11122 and # 11123] Oregon Disaster Number OR–00023 U.S. Small Business Administration. ACTION: Amendment 2. AGENCY: SUMMARY: This is an amendment of the Presidential declaration of a major disaster for the State of OREGON (FEMA–1733–DR), dated 12/09/2007. Incident: Severe Storms, Flooding, Landslides, and Mudslides. Incident Period: 12/01/2007 and continuing. Effective Date: 12/15/2007. Physical Loan Application Deadline Date: 02/07/2008. EIDL Loan Application Deadline Date: 09/09/2008. ADDRESSES: Submit completed loan applications to : U.S. Small Business Administration, Processing and Disbursement Center, 14925 Kingsport Road, Fort Worth, TX 76155. FOR FURTHER INFORMATION CONTACT: A. Escobar, Office of Disaster Assistance, U.S. Small Business Administration, 409 3rd Street, SW., Suite 6050, Washington, DC 20416. SUPPLEMENTARY INFORMATION: The notice of the Presidential disaster declaration for the State of OREGON, dated 12/09/ 2007 is hereby amended to include the following areas as adversely affected by the disaster: Primary Counties: Polk, Yamhill. Contiguous Counties: Oregon: Benton, Clackamas, Linn, Marion. DATES: All other information in the original declaration remains unchanged. (Catalog of Federal Domestic Assistance Numbers 59002 and 59008) James E. Rivera, Acting Associate Administrator for Disaster Assistance. [FR Doc. E7–24941 Filed 12–21–07; 8:45 am] BILLING CODE 8025–01–P SMALL BUSINESS ADMINISTRATION Disaster Declaration # 11124 and # 11125; Washington Disaster Number WA–00015 U.S. Small Business Administration. ACTION: Amendment 1. AGENCY: SUMMARY: This is an amendment of the Presidential declaration of a major disaster for the State of Washington (FEMA—1734—DR ) , dated 12/09/2007. E:\FR\FM\26DEN1.SGM 26DEN1

Agencies

[Federal Register Volume 72, Number 246 (Wednesday, December 26, 2007)]
[Notices]
[Pages 73055-73056]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E7-24889]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-56976; File No. SR-NYSE-2007-98]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing of Proposed Rule Change, as Modified by Amendment No. 
1 Thereto, to Reduce From Six Months to Three Months the Period for 
Which a Company's Average Global Market Capitalization Must Exceed the 
Levels Established by the Exchange's Pure Valuation/Revenue Test

December 17, 2007.
    Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on October 29, 2007, New York Stock Exchange LLC (``NYSE'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been substantially prepared by the 
Exchange. On December 14, 2007, the Exchange filed Amendment No. 1 to 
the proposed rule change. \3\ The Commission is publishing this notice 
to solicit comments on the proposed rule change, as modified by 
Amendment No. 1, from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ The Exchange notes that Amendment No. 1 superseded the 
original filing in its entirety.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to reduce from six months to three months the 
period for which the average global market capitalization of 
prospective listed companies must exceed the levels established by the 
Exchange's ``pure valuation/revenue'' test contained in section 102.01C 
of the Exchange's Listed Company Manual (the ``Manual''). The text of 
the proposed rule change is included below. Proposed new language is 
italicized; proposed deletions are in [brackets].
NYSE Listed Company Manual
* * * * *
    102.01 Minimum Numerical Standards--Domestic Companies--Equity 
Listings
* * * * *
    102.01C A company must meet one of the following financial 
standards.
* * * * *
    (II) Valuation/Revenue Test Companies listing under this standard 
may satisfy either (a) the Valuation/Revenue with Cash Flow Test or (b) 
the Pure Valuation/Revenue Test.
* * * * *
    (b) Pure Valuation/Revenue Test--
    (1) At least $750,000,000 in global market capitalization, and
    (2) At least $75,000,000 in revenues during the most recent fiscal 
year*.
    In the case of companies listing in connection with an IPO, the 
company's underwriter (or, in the case of a spin-off, the parent 
company's investment banker or other financial advisor) must provide a 
written representation that demonstrates the company's ability to meet 
the $750,000,000 global market capitalization requirement based upon 
the completion of the offering (or distribution). For all other 
companies, market capitalization valuation will be determined over a 
[six]three-month average. In considering the suitability for listing of 
a company pursuant to the provision in the immediately preceding 
sentence, the Exchange will consider whether the company's business 
prospects and operating results indicate that the company's market 
capitalization value is likely to be sustained or increase over time.
* * * * *

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 Exchange 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 these 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 aspects of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to reduce from six months to three months the 
period for which the average global market capitalization of 
prospective listed companies must exceed the levels established by the 
Exchange's financial listing criteria contained in section 102.01C of 
the Manual.
    Section 102.01C requires companies listing under the Exchange's 
``pure valuation/revenue'' test to have a global market capitalization 
of $750 million. In the case of companies listing other than in 
connection with an initial public offering or a spin-off or upon 
emergence from bankruptcy, section 102.01C provides that the company 
must have met the required level of market capitalization on the basis 
of a six-month average. The Exchange believes that a reduction of this 
requirement from six months to three months will not diminish the 
quality of companies listing under the relevant tests. Rather, the 
Exchange believes that the primary effect of the proposed amendment 
would be to permit the earlier listing of companies that would 
ultimately qualify on the basis of a six-month average.\4\ In accepting 
companies that

[[Page 73056]]

have met the required market capitalization requirement for less than 
six months, the Exchange will consider whether the company's business 
prospects and operating results indicate that the company's market 
capitalization value is likely to be sustained or increase over time or 
whether more transient conditions have led to a valuation that is 
unlikely to be sustained.\5\
---------------------------------------------------------------------------

    \4\ The Exchange notes that under The NASDAQ Stock Market LLC 
(``Nasdaq'') Global Market Standard 3, a company can list with $75 
million in market value of listed securities (sustained over 90 
consecutive trading days) and $20 million in market value of 
publicly held shares. See Nasdaq Rule 4420(c). The Exchange believes 
that, notwith- standing the proposed shift to a three-month from a 
six-month test period, the NYSE's ``pure valuation/revenue'' 
standard's requirement of a global market capitalization of $750 
million is far more stringent than Nasdaq Global Market Standard 3.
    \5\ See proposed rule text, supra Section I.
---------------------------------------------------------------------------

2. Statutory Basis
    The proposed rule change is consistent with section 6(b)\6\ of the 
Act, in general, and furthers the objectives of section 6(b)(5),\7\ in 
particular, in that it is designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade, to foster cooperation and coordination with 
persons engaged in facilitating transactions in securities, and to 
remove impediments to and perfect the mechanisms of a free and open 
market and a national market system.
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78f(b).
    \7\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

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.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants or Others

    Written comments were neither solicited nor received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Within 35 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the Exchange consents, the Commission will:
    (A) By order approve such proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (https://
www.sec.gov/rules/sro.shtml); or
     Send an e-mail to rule-comments@sec.gov. Please include 
File Number SR-NYSE-2007-98 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-1090.
    All submissions should refer to File Number SR-NYSE-2007-98. This 
file number should be included on the subject line if e-mail 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 (https://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 inspection 
and copying in the Commission's Public Reference Room, 100 F Street, 
NE., Washington, DC 20549, on official business days between the hours 
of 10 a.m. and 3 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-2007-98 and should be 
submitted on or before January 16, 2008.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\8\
Florence E. Harmon,
Deputy Secretary.
---------------------------------------------------------------------------

    \8\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

 [FR Doc. E7-24889 Filed 12-21-07; 8:45 am]
BILLING CODE 8011-01-P
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