Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Section 804.00 of the Listed Company Manual To Specify That Issuers Seeking a Review of a Delisting Decision Made by the Staff of NYSE Regulation, Inc. Must Have Paid All Prior Fees Owed to the Exchange, 31430-31432 [2015-13326]
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31430
Federal Register / Vol. 80, No. 105 / Tuesday, June 2, 2015 / Notices
Supplementary Material .01 and Rule
6710 are inconsistent and, as a result,
there could be some ambiguity about the
operative definition of Asset-Backed
Security. Therefore, the Commission
believes that waiving the operative
delay for the proposed rule change and
allowing it to be implemented on June
1, 2015, which is the date that the
definition of Asset-Backed Security in
Rule 6710 is effective and TRACE
dissemination of Asset-Backed Security
information begins, would be
appropriate in the public interest and
consistent with the protection of
investors.
At any time within 60 days of the
filing of the 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
to determine whether the proposed rule
should be approved or 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:
asabaliauskas on DSK5VPTVN1PROD with NOTICES
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
FINRA–2015–012 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE.,
Washington, DC 20549–1090.
All submissions should refer to File
Number SR–FINRA–2015–012. 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 (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
VerDate Sep<11>2014
17:26 Jun 01, 2015
Jkt 235001
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 such
filing also will be available for
inspection and copying at the principal
office of FINRA. 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–FINRA–
2015–012 and should be submitted on
or before June 23, 2015.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.11
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015–13378 Filed 6–1–15; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–75057; File No. SR–NYSE–
2015–25]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Amend
Section 804.00 of the Listed Company
Manual To Specify That Issuers
Seeking a Review of a Delisting
Decision Made by the Staff of NYSE
Regulation, Inc. Must Have Paid All
Prior Fees Owed to the Exchange
May 28, 2015.
Pursuant to section 19(b)(1) 1 of the
Securities Exchange Act of 1934
(‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that on May 13,
2015, 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 and II
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.
11 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 15 U.S.C. 78a.
3 17 CFR 240.19b–4.
1 15
PO 00000
Frm 00082
Fmt 4703
Sfmt 4703
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend
section 804.00 of the Listed Company
Manual (the ‘‘Manual’’) to specify that
issuers seeking a review of a delisting
decision made by the staff of NYSE
Regulation, Inc. (‘‘NYSE Regulation’’)
must have paid all prior fees owed to
the Exchange before the Exchange will
accept payment of the applicable appeal
fee.
The text of 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 amend
section 804.00 of the Manual to specify
that issuers seeking a review of a
delisting decision made by the staff of
NYSE Regulation must have paid all
prior fees owed to the Exchange before
the Exchange will accept payment of the
applicable appeal fee.
Companies listed on the Exchange are
subject to certain fees throughout the
life of their listing, including annual
fees for each class or series of security
listed on the Exchange as well as fees
associated with initial and
supplemental listing applications.
Although all fees are due immediately
when billed, on some limited occasions
listed companies fail to remit payment
for fees due to the Exchange. If payment
is not received when due, the Exchange
has procedures in place to collect on
outstanding bills. In the event that a
listed company repeatedly fails to pay
fees due to the Exchange, it can be
subject to delisting.
NYSE Regulation monitors listed
companies for compliance with
E:\FR\FM\02JNN1.SGM
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Federal Register / Vol. 80, No. 105 / Tuesday, June 2, 2015 / Notices
asabaliauskas on DSK5VPTVN1PROD with NOTICES
Exchange rules and can initiate delisting
proceedings in the event of noncompliance. Listed companies that are
subject to a delisting determination by
the staff of NYSE Regulation have the
right to appeal staff’s determination to
the Committee for Review (the
‘‘Committee’’) of the Board of Directors
of NYSE Regulation. Currently,
companies that would like to undertake
such appeal must pay a $20,000
nonrefundable appeal fee.
In the Exchange’s experience, listed
companies that are non-compliant with
Exchange rules—and thus subject to
delisting—frequently also struggle
financially and may be unable to pay
their vendors or service providers. It is
possible, therefore, that a company
subject to delisting for failure to comply
with Exchange rules may also be
delinquent in the payment of fees due
to the Exchange. Should NYSE
Regulation commence delisting
proceedings against such company, the
Exchange believes it is fair to require
that the company first pay all past-due
fees before it can submit the applicable
appeal fee and request a review of staff’s
delisting decision.
When a company appeals a delisting
determination to the Committee, the
staff of NYSE Regulation invests a
significant amount of time and effort
preparing appeal briefs and other
related documentation. Before the staff
of NYSE Regulation expends these
additional resources, it believes it is
appropriate to require that companies
seeking an appeal have paid the
Exchange in full for all services already
provided. The Exchange proposes to
amend section 804.00 of the Manual to
make this requirement explicit. The
proposed requirement is consistent with
the rules of the NYSE MKT which has
a comparable rule.4
2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
section 6(b) of the Act,5 in general, and
furthers the objectives of sections
6(b)(4) 6 of the Act, in particular, in that
it is designed to provide for the
equitable allocation of reasonable dues,
fees, and other charges among its
members and issuers and other persons
using its facilities. The Exchange also
believes that the proposed rule change
is consistent with section 6(b)(5) 7 of the
Act in that it is not designed to permit
unfair discrimination between
4 See section 1203(a) of the NYSE MKT Company
Guide.
5 15 U.S.C. 78f(b).
6 15 U.S.C. 78f(b)(4).
7 15 U.S.C. 78f(b)(5).
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Jkt 235001
customers, issuers, brokers, or dealers.
The Exchange further believes that the
proposed rule change is consistent with
section 6(b)(7) 8 of the Act because listed
companies will still have adequate due
process rights to appeal any delisting
action.
The Exchange believes that it is
reasonable to require that a company
seeking to appeal a delisting
determination made by NYSE
Regulation first pay all past due fees
owed to the Exchange. All companies
listed on the Exchange are subject to
annual and other fees. The Exchange
believes that its proposal is reasonable
because it is consistent with the
Exchange’s goal of ensuring that all
issuers pay for the benefit of having
their securities listed on the Exchange
as well as other regulatory benefits
received from the Exchange and
therefore ensures that fees are equitably
allocated among listed companies. The
proposed rule change is not designed to
permit unfair discrimination because all
listed companies seeking to appeal a
delisting decision will be subject to the
provisions of section 804.00 of the
Manual and each company will be
required to pay only the amount it has
incurred under the Exchange’s fee rules
as generally applied to all listed
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 change simply requires that
listed companies first pay all past due
fees owed to the Exchange before they
can request an appeal of a delisting
determination. Such requirement
ensures that all listed companies pay for
the benefit of having their securities
listed on the Exchange. Accordingly, the
Exchange does not believe that the
proposed change will impose any
burden on competition.
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 Exchange has filed the proposed
rule change pursuant to section
19(b)(3)(A)(iii) of the Act 9 and Rule
19b–4(f)(6) thereunder.10 Because the
proposed rule change does not: (i)
Significantly affect the protection of
investors or the public interest; (ii)
impose any significant burden on
competition; and (iii) become operative
prior to 30 days from the date on which
it was filed, or such shorter time as the
Commission may designate, if
consistent with the protection of
investors and the public interest, the
proposed rule change has become
effective pursuant to section 19(b)(3)(A)
of the Act and Rule 19b–4(f)(6)(iii)
thereunder.
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.
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 email to rule-comments@
sec.gov. Please include File Number SR–
NYSE–2015–25 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE.,
Washington, DC 20549–1090.
All submissions should refer to File
Number SR–NYSE–2015–25. 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 (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
9 15
U.S.C. 78s(b)(3)(A)(iii).
CFR 240.19b–4(f)(6).
11 15 U.S.C. 78s(b)(2)(B).
10 17
8 15
PO 00000
U.S.C. 78f(b)(7).
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31432
Federal Register / Vol. 80, No. 105 / Tuesday, June 2, 2015 / Notices
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 such
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–
2015–25 and should be submitted on or
before June 23, 2015.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.12
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015–13326 Filed 6–1–15; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. IC–31651; File No. 812–14126]
Benefit Street Partners BDC, Inc., et
al.; Notice of Application
May 27, 2015.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice of application for an
order under sections 17(d) and 57(i) of
the Investment Company Act of 1940
(the ‘‘Act’’) and rule 17d–1 under the
Act to permit certain joint transactions
otherwise prohibited by sections 17(d)
and 57(a)(4) of the Act and rule 17d–1
under the Act.
AGENCY:
Applicants
request an order to permit certain
business development companies
(‘‘BDC’’) and closed-end management
investment companies to co-invest in
portfolio companies with each other and
with affiliated investment funds.
APPLICANTS: Benefit Street Partners BDC,
Inc. (‘‘BSP BDC’’), Providence Flexible
Credit Allocation Fund (‘‘Providence
asabaliauskas on DSK5VPTVN1PROD with NOTICES
SUMMARY OF APPLICATION:
12 17
CFR 200.30–3(a)(12).
VerDate Sep<11>2014
17:26 Jun 01, 2015
Jkt 235001
Flexible Credit’’), Griffin-Benefit Street
Partners BDC Corp. (‘‘Griffin BSP,’’ and
with BSP BDC and Providence Flexible
Credit, the ‘‘Existing Regulated Funds’’),
Providence TMT Debt Opportunity
Fund II L.P. (‘‘Fund II’’), PECM Strategic
Funding L.P. (‘‘Strategic Funding’’),
Providence Debt Fund III L.P. (‘‘Fund
III’’), Providence Debt Fund III Master
(Non-U.S.) L.P. (‘‘Fund III Offshore’’),
Benefit Street Partners Capital
Opportunity Fund L.P. (‘‘BSP Capital
Fund’’), Benefit Street Partners SMA LM
L.P (‘‘Benefit Street LM’’), Benefit Street
Partners SMA–C L.P. (‘‘Benefit Street
SMA–C,’’ and with Fund II, Strategic
Funding, Fund III, Fund III Offshore,
BSP Capital Fund and Benefit Street
LM, the ‘‘Existing Affiliated Funds’’),
Providence Equity Capital Markets
L.L.C. (‘‘Fund II Affiliated Adviser’’),
Benefit Street Partners L.L.C. (‘‘BSP
Adviser’’) and Griffin Capital BDC
Advisor, LLC (‘‘GBA’’).
FILING DATES: The application was filed
on February 26, 2013, and amended on
January 31, 2014, July 23, 2014,
December 18, 2014 and April 22, 2015.
HEARING OR NOTIFICATION OF HEARING: An
order granting the requested relief will
be issued unless the Commission orders
a hearing. Interested persons may
request a hearing by writing to the
Commission’s Secretary and serving
applicants with a copy of the request,
personally or by mail. Hearing requests
should be received by the Commission
by 5:30 p.m. on June 22, 2015, and
should be accompanied by proof of
service on applicants, in the form of an
affidavit or, for lawyers, a certificate of
service. Pursuant to rule 0–5 under the
Act, hearing requests should state the
nature of the writer’s interest, any facts
bearing upon the desirability of a
hearing on the matter, the reason for the
request, and the issues contested.
Persons who wish to be notified of a
hearing may request notification by
writing to the Commission’s Secretary.
ADDRESSES: Secretary, U.S. Securities
and Exchange Commission, 100 F St.
NE., Washington, DC 20549–1090.
Applicants: 9 West 57th Street, 49th
Floor, New York, NY 10019.
FOR FURTHER INFORMATION CONTACT:
David J. Marcinkus, Senior Counsel, at
(202) 551–6882 or David P. Bartels,
Branch Chief, at (202) 551–6821 (Chief
Counsel’s Office, Division of Investment
Management).
SUPPLEMENTARY INFORMATION: The
following is a summary of the
application. The complete application
may be obtained via the Commission’s
Web site by searching for the file
number, or for an applicant using the
Company name box, at https://
PO 00000
Frm 00084
Fmt 4703
Sfmt 4703
www.sec.gov/search/search.htm or by
calling (202) 551–8090.
Applicants’ Representations
1. BSP BDC is a Maryland corporation
organized as a closed-end management
investment company that intends to
elect to be regulated as a BDC under
section 54(a) of the Act.1 BSP BDC’s
Objectives and Strategies 2 are to
generate both current income and
capital appreciation by primarily
investing in secured debt, unsecured
debt, as well as related equity securities
issued by private U.S. middle market
companies. The board of directors
(‘‘Board’’) of BSP BDC will be
comprised of five directors, three of
whom will be persons who are not
‘‘interested persons’’ of BSP BDC as
defined in section 2(a)(19) of the Act
(‘‘Non-Interested Directors’’).
2. Providence Flexible Credit is a
Massachusetts business trust organized
as closed-end investment company
registered under the Act. Providence
Flexible Credit’s Objectives and
Strategies are to seek total return
through a combination of current
income and capital appreciation.
Providence Flexible Credit will seek to
achieve its investment objective by
investing primarily in a portfolio of (i)
secured loans made primarily to
companies whose debt is below
investment grade quality; (ii) corporate
bonds that are expected to be primarily
high yield issues of below investment
grade quality; and (iii) debt investment
opportunities in middle market
companies in the United States that are
of below investment grade quality.
Providence Flexible Credit will have a
Board with a majority of trustees that
are Non-Interested Directors.
3. Griffin BSP is a Maryland
corporation organized as a closed-end
management investment company that
has elected to be regulated as a BDC
under the Act. Griffin BSP’s Objectives
and Strategies are to generate both
current income and capital
appreciation. Applicants state that
Griffin BSP seeks to achieve its
investment objective by investing in
secured and unsecured debt, as well as
1 Section 2(a)(48) defines a BDC to be any closedend investment company that operates for the
purpose of making investments in securities
described in sections 55(a)(1) through 55(a)(3) of the
Act and makes available significant managerial
assistance with respect to the issuers of such
securities.
2 ‘‘Objectives and Strategies’’ means a Regulated
Fund’s investment objectives and strategies, as
described in the Regulated Fund’s registration
statement on Form N–2, other filings the Regulated
Fund has made with the Commission under the
Securities Act of 1933 (the ‘‘Securities Act’’), or
under the Securities Exchange Act of 1934, and the
Regulated Fund’s reports to shareholders.
E:\FR\FM\02JNN1.SGM
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]]>Agencies
[Federal Register Volume 80, Number 105 (Tuesday, June 2, 2015)]
[Notices]
[Pages 31430-31432]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-13326]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-75057; File No. SR-NYSE-2015-25]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend Section 804.00 of the Listed Company Manual To Specify That
Issuers Seeking a Review of a Delisting Decision Made by the Staff of
NYSE Regulation, Inc. Must Have Paid All Prior Fees Owed to the
Exchange
May 28, 2015.
Pursuant to section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given
that on May 13, 2015, 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 and
II below, which Items have been prepared by the self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend section 804.00 of the Listed Company
Manual (the ``Manual'') to specify that issuers seeking a review of a
delisting decision made by the staff of NYSE Regulation, Inc. (``NYSE
Regulation'') must have paid all prior fees owed to the Exchange before
the Exchange will accept payment of the applicable appeal fee.
The text of 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 amend section 804.00 of the Manual to
specify that issuers seeking a review of a delisting decision made by
the staff of NYSE Regulation must have paid all prior fees owed to the
Exchange before the Exchange will accept payment of the applicable
appeal fee.
Companies listed on the Exchange are subject to certain fees
throughout the life of their listing, including annual fees for each
class or series of security listed on the Exchange as well as fees
associated with initial and supplemental listing applications. Although
all fees are due immediately when billed, on some limited occasions
listed companies fail to remit payment for fees due to the Exchange. If
payment is not received when due, the Exchange has procedures in place
to collect on outstanding bills. In the event that a listed company
repeatedly fails to pay fees due to the Exchange, it can be subject to
delisting.
NYSE Regulation monitors listed companies for compliance with
[[Page 31431]]
Exchange rules and can initiate delisting proceedings in the event of
non-compliance. Listed companies that are subject to a delisting
determination by the staff of NYSE Regulation have the right to appeal
staff's determination to the Committee for Review (the ``Committee'')
of the Board of Directors of NYSE Regulation. Currently, companies that
would like to undertake such appeal must pay a $20,000 nonrefundable
appeal fee.
In the Exchange's experience, listed companies that are non-
compliant with Exchange rules--and thus subject to delisting--
frequently also struggle financially and may be unable to pay their
vendors or service providers. It is possible, therefore, that a company
subject to delisting for failure to comply with Exchange rules may also
be delinquent in the payment of fees due to the Exchange. Should NYSE
Regulation commence delisting proceedings against such company, the
Exchange believes it is fair to require that the company first pay all
past-due fees before it can submit the applicable appeal fee and
request a review of staff's delisting decision.
When a company appeals a delisting determination to the Committee,
the staff of NYSE Regulation invests a significant amount of time and
effort preparing appeal briefs and other related documentation. Before
the staff of NYSE Regulation expends these additional resources, it
believes it is appropriate to require that companies seeking an appeal
have paid the Exchange in full for all services already provided. The
Exchange proposes to amend section 804.00 of the Manual to make this
requirement explicit. The proposed requirement is consistent with the
rules of the NYSE MKT which has a comparable rule.\4\
---------------------------------------------------------------------------
\4\ See section 1203(a) of the NYSE MKT Company Guide.
---------------------------------------------------------------------------
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with section 6(b) of the Act,\5\ in general, and furthers the
objectives of sections 6(b)(4) \6\ of the Act, in particular, in that
it is designed to provide for the equitable allocation of reasonable
dues, fees, and other charges among its members and issuers and other
persons using its facilities. The Exchange also believes that the
proposed rule change is consistent with section 6(b)(5) \7\ of the Act
in that it is not designed to permit unfair discrimination between
customers, issuers, brokers, or dealers. The Exchange further believes
that the proposed rule change is consistent with section 6(b)(7) \8\ of
the Act because listed companies will still have adequate due process
rights to appeal any delisting action.
---------------------------------------------------------------------------
\5\ 15 U.S.C. 78f(b).
\6\ 15 U.S.C. 78f(b)(4).
\7\ 15 U.S.C. 78f(b)(5).
\8\ 15 U.S.C. 78f(b)(7).
---------------------------------------------------------------------------
The Exchange believes that it is reasonable to require that a
company seeking to appeal a delisting determination made by NYSE
Regulation first pay all past due fees owed to the Exchange. All
companies listed on the Exchange are subject to annual and other fees.
The Exchange believes that its proposal is reasonable because it is
consistent with the Exchange's goal of ensuring that all issuers pay
for the benefit of having their securities listed on the Exchange as
well as other regulatory benefits received from the Exchange and
therefore ensures that fees are equitably allocated among listed
companies. The proposed rule change is not designed to permit unfair
discrimination because all listed companies seeking to appeal a
delisting decision will be subject to the provisions of section 804.00
of the Manual and each company will be required to pay only the amount
it has incurred under the Exchange's fee rules as generally applied to
all listed 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 change simply
requires that listed companies first pay all past due fees owed to the
Exchange before they can request an appeal of a delisting
determination. Such requirement ensures that all listed companies pay
for the benefit of having their securities listed on the Exchange.
Accordingly, the Exchange does not believe that the proposed change
will impose any burden on competition.
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 Exchange has filed the proposed rule change pursuant to section
19(b)(3)(A)(iii) of the Act \9\ and Rule 19b-4(f)(6) thereunder.\10\
Because the proposed rule change does not: (i) Significantly affect the
protection of investors or the public interest; (ii) impose any
significant burden on competition; and (iii) become operative prior to
30 days from the date on which it was filed, or such shorter time as
the Commission may designate, if consistent with the protection of
investors and the public interest, the proposed rule change has become
effective pursuant to section 19(b)(3)(A) of the Act and Rule 19b-
4(f)(6)(iii) thereunder.
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\9\ 15 U.S.C. 78s(b)(3)(A)(iii).
\10\ 17 CFR 240.19b-4(f)(6).
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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.
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\11\ 15 U.S.C. 78s(b)(2)(B).
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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 email to rule-comments@sec.gov. Please include
File Number SR-NYSE-2015-25 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.
All submissions should refer to File Number SR-NYSE-2015-25. 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 (https://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent
[[Page 31432]]
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
such 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-2015-25 and should be submitted on or before June
23, 2015.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\12\
Robert W. Errett,
Deputy Secretary.
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\12\ 17 CFR 200.30-3(a)(12).
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[FR Doc. 2015-13326 Filed 6-1-15; 8:45 am]
BILLING CODE 8011-01-P
