Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Section 902.11 of the Exchange's Listed Company Manual Concerning Fees Applicable to Acquisition Companies for Shares Issued in Connection With the Consummation of a Business Combination, 8140-8142 [2018-03693]
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8140
Federal Register / Vol. 83, No. 37 / Friday, February 23, 2018 / Notices
the revised Policy will otherwise impact
competition among Clearing Members
or other market participants, or affect
the ability of market participants to
access clearing generally. As a result,
ICE Clear Europe believes that any
impact on competition is appropriate in
furtherance of the purposes of the Act.
(C) Clearing Agency’s Statement on
Comments on the Proposed Rule
Change Received From Members,
Participants or Others
Written comments relating to the
proposed changes to the rules have not
been solicited or received. ICE Clear
Europe will notify the Commission of
any written comments received by ICE
Clear Europe.
III. Date of Effectiveness of the
Proposed Rule Change
The foregoing rule change has become
effective pursuant to Section 19(b)(3)(A)
of the Act 10 and paragraph (f) of Rule
19b–4 11 thereunder. 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.
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:
daltland on DSKBBV9HB2PROD 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–
ICEEU–2018–004 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–ICEEU–2018–004. 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 website (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 website 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
filings will also be available for
inspection and copying at the principal
office of ICE Clear Europe and on ICE
Clear Europe’s website at https://
www.theice.com/clear-europe/
regulation#rule-filings.
All comments received will be posted
without change. Persons submitting
comments are cautioned that we do not
redact or edit personal identifying
information from comment submissions.
You should submit only information
that you wish to make available
publicly. All submissions should refer
to File Number SR–ICEEU–2018–004
and should be submitted on or before
March 16, 2018.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.12
Eduardo Aleman,
Assistant Secretary.
[FR Doc. 2018–03691 Filed 2–22–18; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–82731; File No. SR–NYSE–
2018–06]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Amend
Section 902.11 of the Exchange’s
Listed Company Manual Concerning
Fees Applicable to Acquisition
Companies for Shares Issued in
Connection With the Consummation of
a Business Combination
February 16, 2018.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934 (the
‘‘Act’’) 2 and Rule 19b–4 thereunder,3
12 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
10 15
11 17
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f).
VerDate Sep<11>2014
18:52 Feb 22, 2018
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notice is hereby given that, on February
6, 2018, 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 selfregulatory organization. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend
Section 902.11 of the Exchange’s Listed
Company Manual (the ‘‘Manual’’) to
provide that Acquisition Companies
remaining listed after consummation of
their Business Combination will not be
required to pay listing fees in relation to
any additional shares issued in
connection with the consummation of
the Business Combination. The
proposed rule change is available on the
Exchange’s website 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
Section 102.06 of the Manual
provides for the listing of companies
(‘‘Acquisition Companies’’ or ‘‘ACs’’)
with no prior operating history that
conduct an initial public offering of
which at least 90% of the proceeds,
together with the proceeds of any other
concurrent sales of the AC’s equity
securities, will be held in a trust
account controlled by an independent
custodian until consummation of a
business combination in the form of a
merger, capital stock exchange, asset
acquisition, stock purchase,
E:\FR\FM\23FEN1.SGM
23FEN1
Federal Register / Vol. 83, No. 37 / Friday, February 23, 2018 / Notices
reorganization, or similar business
combination with one or more operating
businesses or assets (a ‘‘Business
Combination’’) with a fair market value
equal to at least 80% of the net assets
held in trust (net of amounts disbursed
to management for working capital
purposes and excluding the amount of
any deferred underwriting discount
held in trust). A listed AC may remain
listed upon consummation of its
Business Combination, provided it
meets the criteria specified in Section
802.01B of the Manual.
In the experience of the Exchange, an
AC will frequently reconsider its listing
venue in connection with the
consummation of its Business
Combination.4 The Business
Combination is a transformative event
in the life cycle of an AC, when it
becomes an operating company instead
of a blank check company. In
connection with that transformation, an
AC will frequently put in place a new
management team and significantly
change its board of directors and it will
often have a significantly different
shareholder base after the Business
Combination than it had as an AC. In
effect, an AC after its Business
Combination is a completely different
company and it is for this reason that
the board and management of the
company after the transaction would
want to reconsider the positioning of the
company in many respects, including its
listing venue.
The market for the retention or
transfer to another exchange of these
companies is very competitive and a
number of transfers to a new listing
venue have occurred in recent times in
connection with the completion of an
AC’s Business Combination. The listing
rules of the Exchange,5 NYSE
American 6 and NASDAQ Global
Market 7 all provide for a waiver of all
initial listing fees in connection with a
transfer from another national securities
exchange, so an AC moving its listing
upon consummation of its Business
Combination never has to pay any
listing fees in connection with such
transfer or the issuance of any new
shares at the time of its Business
Combination. By contrast, under current
Exchange rules, an AC remaining listed
on the Exchange upon consummation of
daltland on DSKBBV9HB2PROD with NOTICES
4 The
Exchange began to list ACs on a regular
basis in the last year, so the practice of ACs
changing listing venue at the time of their Business
Combination has not yet involved any companies
transferring away from the NYSE in those
circumstances.
5 See Section 902.02 of the Manual.
6 See Section 140 of the NYSE American
Company Guide.
7 See NASDAQ Marketplace Rule 5910(7) [sic].
VerDate Sep<11>2014
18:52 Feb 22, 2018
Jkt 244001
8141
its Business Combination would have to
pay additional listing fees in relation to
any additional shares issued in
connection with the Business
Combination. These fees can be
significant in many instances, as many
ACs issue significant numbers of new
shares to the shareholders of the target
company in their Business
Combination. In such instances, the AC
is faced with the anomalous situation
where there would be no listing fee
burden associated with a transfer to
another exchange but it would be
required to pay significant additional
listing fees if it remains on its
incumbent exchange.
To eliminate this disparate treatment
of companies listing after a Business
Combination, the Exchange proposes to
amend Section 902.11 of the Manual to
provide that any AC remaining listed on
the Exchange upon consummation of its
Business Combination will not be
subject to any additional listing fees
with respect to any shares issued in
connection with such Business
Combination.8
The Exchange does not expect the
revenues it forgoes as a result of the
proposed waiver to negatively affect its
ability to conduct its regulatory
program.
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.
The Exchange believes that the
proposed rule change is consistent with
Sections 6(b)(4) and 6(b)(5) of the 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 it will result in an AC
that remains listed on the Exchange
after its Business Combination being
treated the same as an AC that transfers
to the Exchange from another listing
venue or transfers to another listing
venue at that time. The Exchange also
believes the proposed rule change is not
discriminatory with respect to listed
operating companies, as operating
companies generally do not have an
event in their life cycle parallel to the
Business Combination for an AC which
would normally give rise to a
reconsideration of the company’s listing
venue.
2. Statutory Basis
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 purpose of the Act. The proposed
rule change does not impose any burden
on competition, as it will have the effect
of treating an AC that remains listed on
the Exchange after its Business
Combination the same for fee purposes
as an AC that transfers to the Exchange
from another listing venue or transfers
to another listing venue at that time.
The Exchange believes that the
proposed rule change is consistent with
Section 6(b) of the Act,9 in general, and
furthers the objectives of Sections
6(b)(4) 10 of the 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
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
8 The
Exchange believes that it is appropriate to
provide this waiver to an AC at the time of its
Business Combination and not to an operating
company that would also be subject to additional
listing fees in connection with a share issuance
subsequent to listing. In the Exchange’s experience,
there is generally no parallel to the Business
Combination in the life cycle of an operating
company which would cause it to reconsider its
listing venue at the time it issued additional shares,
so the anomaly the Exchange seeks to address in
relation to ACs is not relevant to operating
companies.
9 15 U.S.C. 78f(b).
10 15 U.S.C. 78f(b)(4).
PO 00000
Frm 00097
Fmt 4703
Sfmt 4703
B. Self-Regulatory Organization’s
Statement on 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 foregoing rule change is effective
upon filing pursuant to Section
19(b)(3)(A) 11 of the Act and
subparagraph (f)(2) of Rule 19b–4 12
thereunder, because it establishes a due,
fee, or other charge imposed by the
Exchange.
11 15
12 17
E:\FR\FM\23FEN1.SGM
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(2).
23FEN1
8142
Federal Register / Vol. 83, No. 37 / Friday, February 23, 2018 / Notices
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) 13 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:
daltland on DSKBBV9HB2PROD 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–
NYSE–2018–06 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–2018–06. 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 website (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 website 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
13 15
U.S.C. 78s(b)(2)(B).
VerDate Sep<11>2014
18:52 Feb 22, 2018
Jkt 244001
office of the Exchange. All comments
received will be posted without change.
Persons submitting comments are
cautioned that we do not redact or edit
personal identifying information from
comment submissions. You should
submit only information that you wish
to make available publicly. All
submissions should refer to File
Number SR–NYSE–2018–06 and should
be submitted on or before March 16,
2018.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.14
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018–03693 Filed 2–22–18; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–82733; File No. SR–CBOE–
2018–018]
Self-Regulatory Organizations; Cboe
Exchange, Inc.; Notice of Filing and
Immediate Effectiveness of a Proposed
Rule Change Relating To Expand the
Short Term Options Series Program To
Allow Monday Expirations for SPDR
S&P 500 ETF Trust Options
February 16, 2018.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the
‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on February
15, 2018, Cboe Exchange, Inc. (the
‘‘Exchange’’ or ‘‘Cboe Options’’) filed
with the Securities and Exchange
Commission (the ‘‘Commission’’) the
proposed rule change as described in
Items I and II, below, which Items have
been prepared by the Exchange. The
Exchange filed the proposal as a ‘‘noncontroversial’’ proposed rule change
pursuant to Section 19(b)(3)(A)(iii) of
the Act 3 and Rule 19b–4(f)(6)
thereunder.4 The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to expand the
Short Term Options Series Program to
allow Monday expirations for SPDR S&P
500 ETF Trust (‘‘SPY’’) options.
14 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A)(iii).
4 17 CFR 240.19b–4(f)(6).
1 15
PO 00000
Frm 00098
Fmt 4703
Sfmt 4703
(additions are italicized; deletions are
[bracketed])
*
*
*
*
*
Cboe Exchange, Inc. Rules
*
*
*
*
*
Rule 5.5. Series of Options Contracts
Open for Trading
(a)–(c) (No change).
(d) Short Term Option Series
Program. After an option class has been
approved for listing and trading on the
Exchange, the Exchange may open for
trading on any Thursday or Friday that
is a business day (‘‘Short Term Option
Opening Date’’) series of options on that
class that expire at the close of business
on each of the next five Fridays that are
business days and are not Fridays on
which monthly options series or
Quarterly Options Series expire (‘‘Short
Term Option Expiration Dates’’). The
Exchange may have no more than a total
of five Short Term Option Expiration
Dates. Monday and Wednesday SPY
Expirations (described in the paragraph
below) are not included as part of this
count. If the Exchange is not open for
business on the respective Thursday or
Friday, the Short Term Option Opening
Date will be the first business day
immediately prior to that respective
Thursday or Friday. Similarly, if the
Exchange is not open for business on a
Friday, the Short Term Option
Expiration Date will be the first business
day immediately prior to that Friday.
Monday and Wednesday SPY
Expirations. The Exchange may open for
trading on any Friday or Monday that is
a business day (‘‘Monday SPY
Expiration Opening Date’’) series of
options on the SPDR S&P 500 ETF Trust
(‘‘SPY’’) that expire at the close of
business each of the next five Mondays
that are business days and are no
Mondays on which Quarterly Options
Series expire (‘‘Monday SPY
Expirations’’), provided that any
Monday SPY Expiration Opening Date
that is a Friday is one business week
and one business day prior to
expiration. The Exchange may also
open for trading on any Tuesday or
Wednesday that is a business day
(‘‘Wednesday SPY Expiration Opening
Date’’) series of SPY options [on the
SPDR S&P 500 ETF Trust (‘‘SPY’’)] that
expire at the close of business on each
of the next five Wednesdays that are
business days and are not Wednesdays
on which Quarterly Options Series
expire (‘‘Wednesday SPY Expirations’’).
The Exchange may have no more than
a total of five Monday SPY Expirations
and no more than a total of five
Wednesday SPY Expirations. Non-
E:\FR\FM\23FEN1.SGM
23FEN1
]]>Agencies
[Federal Register Volume 83, Number 37 (Friday, February 23, 2018)]
[Notices]
[Pages 8140-8142]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-03693]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-82731; File No. SR-NYSE-2018-06]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend Section 902.11 of the Exchange's Listed Company Manual Concerning
Fees Applicable to Acquisition Companies for Shares Issued in
Connection With the Consummation of a Business Combination
February 16, 2018.
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 February 6, 2018, 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.
---------------------------------------------------------------------------
\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 902.11 of the Exchange's
Listed Company Manual (the ``Manual'') to provide that Acquisition
Companies remaining listed after consummation of their Business
Combination will not be required to pay listing fees in relation to any
additional shares issued in connection with the consummation of the
Business Combination. The proposed rule change is available on the
Exchange's website 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
Section 102.06 of the Manual provides for the listing of companies
(``Acquisition Companies'' or ``ACs'') with no prior operating history
that conduct an initial public offering of which at least 90% of the
proceeds, together with the proceeds of any other concurrent sales of
the AC's equity securities, will be held in a trust account controlled
by an independent custodian until consummation of a business
combination in the form of a merger, capital stock exchange, asset
acquisition, stock purchase,
[[Page 8141]]
reorganization, or similar business combination with one or more
operating businesses or assets (a ``Business Combination'') with a fair
market value equal to at least 80% of the net assets held in trust (net
of amounts disbursed to management for working capital purposes and
excluding the amount of any deferred underwriting discount held in
trust). A listed AC may remain listed upon consummation of its Business
Combination, provided it meets the criteria specified in Section
802.01B of the Manual.
In the experience of the Exchange, an AC will frequently reconsider
its listing venue in connection with the consummation of its Business
Combination.\4\ The Business Combination is a transformative event in
the life cycle of an AC, when it becomes an operating company instead
of a blank check company. In connection with that transformation, an AC
will frequently put in place a new management team and significantly
change its board of directors and it will often have a significantly
different shareholder base after the Business Combination than it had
as an AC. In effect, an AC after its Business Combination is a
completely different company and it is for this reason that the board
and management of the company after the transaction would want to
reconsider the positioning of the company in many respects, including
its listing venue.
---------------------------------------------------------------------------
\4\ The Exchange began to list ACs on a regular basis in the
last year, so the practice of ACs changing listing venue at the time
of their Business Combination has not yet involved any companies
transferring away from the NYSE in those circumstances.
---------------------------------------------------------------------------
The market for the retention or transfer to another exchange of
these companies is very competitive and a number of transfers to a new
listing venue have occurred in recent times in connection with the
completion of an AC's Business Combination. The listing rules of the
Exchange,\5\ NYSE American \6\ and NASDAQ Global Market \7\ all provide
for a waiver of all initial listing fees in connection with a transfer
from another national securities exchange, so an AC moving its listing
upon consummation of its Business Combination never has to pay any
listing fees in connection with such transfer or the issuance of any
new shares at the time of its Business Combination. By contrast, under
current Exchange rules, an AC remaining listed on the Exchange upon
consummation of its Business Combination would have to pay additional
listing fees in relation to any additional shares issued in connection
with the Business Combination. These fees can be significant in many
instances, as many ACs issue significant numbers of new shares to the
shareholders of the target company in their Business Combination. In
such instances, the AC is faced with the anomalous situation where
there would be no listing fee burden associated with a transfer to
another exchange but it would be required to pay significant additional
listing fees if it remains on its incumbent exchange.
---------------------------------------------------------------------------
\5\ See Section 902.02 of the Manual.
\6\ See Section 140 of the NYSE American Company Guide.
\7\ See NASDAQ Marketplace Rule 5910(7) [sic].
---------------------------------------------------------------------------
To eliminate this disparate treatment of companies listing after a
Business Combination, the Exchange proposes to amend Section 902.11 of
the Manual to provide that any AC remaining listed on the Exchange upon
consummation of its Business Combination will not be subject to any
additional listing fees with respect to any shares issued in connection
with such Business Combination.\8\
---------------------------------------------------------------------------
\8\ The Exchange believes that it is appropriate to provide this
waiver to an AC at the time of its Business Combination and not to
an operating company that would also be subject to additional
listing fees in connection with a share issuance subsequent to
listing. In the Exchange's experience, there is generally no
parallel to the Business Combination in the life cycle of an
operating company which would cause it to reconsider its listing
venue at the time it issued additional shares, so the anomaly the
Exchange seeks to address in relation to ACs is not relevant to
operating companies.
---------------------------------------------------------------------------
The Exchange does not expect the revenues it forgoes as a result of
the proposed waiver to negatively affect its ability to conduct its
regulatory program.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\9\ in general, and furthers the
objectives of Sections 6(b)(4) \10\ of the 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 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.
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\9\ 15 U.S.C. 78f(b).
\10\ 15 U.S.C. 78f(b)(4).
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The Exchange believes that the proposed rule change is consistent
with Sections 6(b)(4) and 6(b)(5) of the 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 it will result in an AC
that remains listed on the Exchange after its Business Combination
being treated the same as an AC that transfers to the Exchange from
another listing venue or transfers to another listing venue at that
time. The Exchange also believes the proposed rule change is not
discriminatory with respect to listed operating companies, as operating
companies generally do not have an event in their life cycle parallel
to the Business Combination for an AC which would normally give rise to
a reconsideration of the company's listing venue.
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 purpose of the Act. The proposed rule change does
not impose any burden on competition, as it will have the effect of
treating an AC that remains listed on the Exchange after its Business
Combination the same for fee purposes as an AC that transfers to the
Exchange from another listing venue or transfers to another listing
venue at that time.
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) \11\ of the Act and subparagraph (f)(2) of Rule
19b-4 \12\ thereunder, because it establishes a due, fee, or other
charge imposed by the Exchange.
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\11\ 15 U.S.C. 78s(b)(3)(A).
\12\ 17 CFR 240.19b-4(f)(2).
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[[Page 8142]]
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) \13\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
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\13\ 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 [email protected]. Please include
File Number SR-NYSE-2018-06 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-2018-06. 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 website (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 website 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. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-NYSE-2018-06 and should be submitted on
or before March 16, 2018.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\14\
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\14\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-03693 Filed 2-22-18; 8:45 am]
BILLING CODE 8011-01-P
