Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Modify IM-5900-7 To Update the Values of, and Permit a Third-Party Provider Selected by Nasdaq to Offer, Certain Complimentary Services Provided to Certain Newly Listing Companies Pursuant to the Rule, 9354-9357 [2018-04419]

Download as PDF 9354 Federal Register / Vol. 83, No. 43 / Monday, March 5, 2018 / Notices 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– NASDAQ–2018–013 on the subject line. sradovich on DSK3GMQ082PROD with NOTICES 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–NASDAQ–2018–013. 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–NASDAQ–2018–013, and should be submitted on or before March 26, 2018. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.10 Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2018–04420 Filed 3–2–18; 8:45 am] SECURITIES AND EXCHANGE COMMISSION [Release No. 34–82791; File No. SR– NASDAQ–2018–015] Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Modify IM– 5900–7 To Update the Values of, and Permit a Third-Party Provider Selected by Nasdaq to Offer, Certain Complimentary Services Provided to Certain Newly Listing Companies Pursuant to the Rule February 28, 2018. 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 February 15, 2018, The Nasdaq Stock Market LLC (‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘SEC’’ or ‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. 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 modify IM– 5900–7, which describes the package of complimentary services provided to certain new listings, to update the value of the services and allow services to be provided either by Nasdaq Corporate Solutions or a third-party service provider selected by Nasdaq. The text of the proposed rule change is available on the Exchange’s website at https://nasdaq.cchwallstreet.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 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. BILLING CODE 8011–01–P 1 15 10 17 CFR 200.30–3(a)(12). VerDate Sep<11>2014 19:25 Mar 02, 2018 2 17 Jkt 244001 PO 00000 U.S.C. 78s(b)(1). CFR 240.19b–4. Frm 00096 Fmt 4703 Sfmt 4703 A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose Nasdaq offers complimentary services under IM–5900–7 to companies listing on the Nasdaq Global and Global Select Markets in connection with an initial public offering (other than a company listed under IM–5101–2), upon emerging from bankruptcy, in connection with a spin-off or carve-out from another company, or in conjunction with a business combination that satisfies the conditions in Nasdaq IM–5101–2(b) (‘‘Eligible New Listings’’) and to companies (other than a company listed under IM–5101–2) switching their listing from the New York Stock Exchange (‘‘NYSE’’) to the Global or Global Select Markets (‘‘Eligible Switches’’).3 Nasdaq believes that the complimentary service program offers valuable services to newly listing companies, designed to help ease the transition of becoming a public company or switching markets, makes listing on Nasdaq more attractive to these companies, and also provides Nasdaq Corporate Solutions the opportunity to demonstrate the value of its services and forge a relationship with the company. The services offered include a whistleblower hotline, investor relations website, disclosure services for earnings or other press releases, webcasting, market analytic tools, and may include market advisory tools such as stock surveillance.4 Nasdaq proposes to update the values of the services contained in IM–5900–7 to their current values. Depending on a company’s market capitalization and whether it is an Eligible New Listing or an Eligible Switch, the total revised value of the services provided ranges from $150,000 to $824,000, and onetime development fees of approximately $5,000 are waived.5 3 See Exchange Act Release No. 65963 (December 15, 2011), 76 FR 79262 (December 21, 2011) (SR– NASDAQ–2011–122) (adopting IM–5900–7); Exchange Act Release No. 72669 (July 24, 2014), 79 FR 44234 (July 30, 2014) (SR–NASDAQ–2014–058) (adopting changes to IM–5900–7); Exchange Act Release No. 78806 (September 9, 2016), 81 FR 63523 (September 15, 2016) (SR–NASDAQ–2016– 098); Exchange Act Release No. 79366 (November 21, 2016), 81 FR 85663 (November 28, 2016) (SR– NASDAQ–2016–106). 4 In addition, all companies listed on Nasdaq receive services from Nasdaq, including Nasdaq Online and the Market Intelligence Desk. 5 The exact values are set forth in proposed IM– 5900–7. Under the current rule the stated value of the services provided ranges from $141,000 to $754,000, and one-time development fees of approximately $3,500 are waived. In describing the total value of the services for companies that can E:\FR\FM\05MRN1.SGM 05MRN1 Federal Register / Vol. 83, No. 43 / Monday, March 5, 2018 / Notices sradovich on DSK3GMQ082PROD with NOTICES In addition, on January 29, 2018, Nasdaq, Inc., the parent of Nasdaq, announced that it had entered into a definitive agreement to sell the Public Relations Solutions and Digital Media Services units within its Corporate Solutions business.6 Given that these units include the investor relations website, disclosure services, audio webcasting and whistleblower hotline services offered under Nasdaq Rule IM– 5900–7, Nasdaq proposes to modify IM– 5900–7 to state that the services will be provided either by Nasdaq Corporate Solutions or a third-party service provider selected by Nasdaq. In the event that Nasdaq Corporate Solutions no longer offers the services, this change will allow Nasdaq to arrange for an alternate provider, such as the purchaser of these units.7 Finally, Nasdaq proposes to: (i) Update the preamble of IM–5900–7 to reflect the expiration of a transitional period that previously allowed companies listed at the time of changes to the complimentary services package in 2016 to choose to receive the package in effect at the time of their listing or the revised package; and (ii) clarify that the services described in IM–5900–7(a) are the only corporate solutions services offered to companies, to the extent they qualify pursuant to the rule. All companies will continue to receive additional services, such as Nasdaq Online and the Market Intelligence Desk, on an equal basis. select more than one market advisory tool, Nasdaq presumes that a company would use stock surveillance, which has an approximate retail value of $56,000 as revised ($51,000 previously), and global targeting, which has an approximate retail value of $44,000 as revised ($40,000 previously). A company using the stock surveillance tool would be unlikely also to use the monthly ownership analytics and event driven targeting because there is considerable overlap between these services. Companies could, of course, select different combinations of the four offered services that do not overlap, but these other combinations would have lower total approximate retail values. See Exchange Act Release No. 78392 (July 22, 2016), 81 FR 49705, 49706 n.10 (July 28, 2016) (Notice of Filing for SR– NASDAQ–2016–098). 6 See https://www.globenewswire.com/newsrelease/2018/01/29/1313528/0/en/WestCorporation-Agrees-to-Acquire-Nasdaq-s-PublicRelations-Solutions-and-Digital-Media-ServicesBusinesses.html. This transaction is expected to close in the second quarter of 2018. 7 Upon completion of the announced transaction, the purchaser of the whistleblower hotline, investor relations website, disclosure and audio webcasting services will be expected to provide those services under IM–5900–7 pursuant to an exclusive agreement, subject to meeting specific service level commitments. Nasdaq Corporate Solutions is expected to continue to provide the market analytic and market advisory tools, although under the proposed rule change Nasdaq could instead select a third party provider for these services in the future. VerDate Sep<11>2014 19:25 Mar 02, 2018 Jkt 244001 2. Statutory Basis Nasdaq believes that the proposed rule change is consistent with the provisions of Section 6 of the Act,8 in general, and Sections 6(b)(4),9 6(b)(5),10 and 6(b)(8),11 in particular, in that the proposal is designed, among other things, to provide for the equitable allocation of reasonable dues, fees, and other charges among Exchange members and issuers and other persons using its facilities and to promote just and equitable principles of trade, and is not designed to permit unfair discrimination between issuers, and that the rules of the Exchange do not impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act. Nasdaq faces competition in the market for listing services,12 and competes, in part, by offering valuable services to companies. Nasdaq believes that it is reasonable to offer complimentary services to attract and retain listings as part of this competition. All similarly situated companies are eligible for the same package of services and the eligibility of companies for services is not changing under this proposed rule change. The Commission has previously indicated pursuant to Section 19(b) of the Act 13 that updating the values of the services within the rule is necessary,14 and Nasdaq does not believe this update has an effect on the allocation of fees nor does it permit unfair discrimination, as issuers will continue to receive the same services. Further, this update will enhance the transparency of Nasdaq’s rules and the value of the services it offers companies, thus promoting just and equitable principles of trade. As such, the proposed rule change is consistent with the requirements of Section 6(b)(4) and (5) of the Act. 8 15 U.S.C. 78f. U.S.C. 78f(4). 10 15 U.S.C. 78f(5). 11 15 U.S.C. 78f(8). 12 The Justice Department has noted the intense competitive environment for exchange listings. See ‘‘NASDAQ OMX Group Inc. and IntercontinentalExchange Inc. Abandon Their Proposed Acquisition Of NYSE Euronext After Justice Department Threatens Lawsuit’’ (May 16, 2011), available at https://www.justice.gov/atr/ public/press_releases/2011/271214.htm. 13 15 U.S.C. 78s(b). 14 See Exchange Act Release No. 72669 (July 24, 2014), 79 FR 44234 (July 30, 2014) (SR–NASDAQ– 2014–058) (footnote 39 and accompanying text: ‘‘We would expect Nasdaq, consistent with Section 19(b) of the Act, to periodically update the retail values of services offered should they change. This will help to provide transparency to listed companies on the value of the free services they receive and the actual costs associated with listing on Nasdaq.’’) 9 15 PO 00000 Frm 00097 Fmt 4703 Sfmt 4703 9355 Nasdaq believes that the proposed change to allow services to be provided by third-party providers, instead of an affiliated service provider, reflects the current competitive environment for exchange listings among national securities exchanges, and is appropriate and consistent with Section 6(b)(8) in furtherance of the purposes of the Act. Specifically, Nasdaq believes that the current competitive environment for listings necessitates that it continue to offer services described in IM–5900–7 through a third-party service provider if its affiliate no longer offers those services. Further, Nasdaq believes that the ability to select the third-party providers of these services will enable it to select partners Nasdaq believes will provide quality service to listed companies and make adjustments if that quality is not maintained.15 While this may disadvantage third-party providers that are not selected, the impact on competition among service providers is expected to remain small, as it is today where Nasdaq Corporate Solutions provides the services directly,16 and does not impose an inappropriate burden on competition because issuers are not forced or required to utilize the complimentary products and services and other service providers can choose to offer their own complimentary services to issuers. Nasdaq notes that the proposed change to allow third-party service providers does not affect the Commission’s prior conclusion that offering these services is an equitable allocation of reasonable dues, fees, and other charges among exchange members and issuers and other persons using its facilities and that the rule is designed to promote just and equitable principles of trade, and is not designed to permit unfair discrimination between issuers, consistent with Sections 6(b)(4) and 6(b)(5) of the Act because the underlying services will not change and all eligible companies will be given the identical choice of service providers. Nasdaq believes that clarifying that the services described in IM–5900–7(a) are the only corporate solutions services offered to companies to the extent they qualify pursuant to the rule 17 is 15 Nasdaq expects that following the announced transaction it will initially rely on the purchaser of the whistleblower hotline, investor relations website, disclosure and audio webcasting services as its selected third-party provider, subject to that provider meeting specific service level commitments. 16 See Exchange Act Release No. 65963, 76 FR at 79266–67. 17 All companies listed on Nasdaq receive certain services from Nasdaq on an equal basis, including Nasdaq Online and the Market Intelligence Desk. E:\FR\FM\05MRN1.SGM 05MRN1 9356 Federal Register / Vol. 83, No. 43 / Monday, March 5, 2018 / Notices consistent with Section 6(b)(5) of the Act. Nasdaq represents, and this proposed rule change will help ensure, that individual listed companies are not given specially negotiated packages of products or services to list, or remain listed, which the Commission has previously stated would raise unfair discrimination issues under the Act.18 Finally, Nasdaq notes that the proposed update to the preamble of IM– 5900–7 to reflect the expiration of old transitional periods is consistent with Section 6(b)(5) of the Act because it will clarify the rule without making any substantive change. sradovich on DSK3GMQ082PROD with NOTICES 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 not necessary or appropriate in furtherance of the purposes of the Act. As noted above, Nasdaq faces competition in the market for listing services, and competes, in part, by offering valuable services to companies. The proposed rule changes reflect that competition, but do not impose any burden on the competition with other exchanges. Nasdaq also does not believe that allowing a third-party selected by Nasdaq to provide certain services will impose any burden on competition not necessary or appropriate in furtherance of the Act. Such selection will allow Nasdaq to select third-party service providers that it believes will provide quality service to listed companies and make adjustments if that quality is not maintained. Multiple third-party vendors offer similar services and listed companies are not required to accept any discounted products and services as a condition to listing. Nasdaq-listed companies are free to purchase similar products and services from other vendors, or not to use any such products and services, instead of accepting the products and services offered by the Exchange. Other vendors can also choose to offer their own complimentary packages to compete with Nasdaq’s offering. Further, complimentary services are only available to a company for either two or four years. Thus, Nasdaq does not believe that the proposed rule change will adversely impact competition for such products and services in a manner not necessary or appropriate in furtherance of the purposes of the Act. 18 See Exchange Act Release No. 79366, 81 FR 85663 at 85665 (citing Securities Exchange Act Release No. 65127 (August 12, 2011), 76 FR 51449, 51452 (August 18, 2011) (approving NYSE–2011– 20)). VerDate Sep<11>2014 19:25 Mar 02, 2018 Jkt 244001 C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were either solicited or received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action 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 for 30 days from the date on which it was filed, or such shorter time as the Commission may designate, it has become effective pursuant to Section 19(b)(3)(A) of the Act 19 and Rule 19b– 4(f)(6) thereunder.20 A proposed rule change filed pursuant to Rule 19b–4(f)(6) under the Act 21 normally does not become operative for 30 days after the date of its filing. However, Rule 19b–4(f)(6)(iii) 22 permits the Commission to designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has asked the Commission to waive the 30-day operative delay so that the accurate values of the complimentary services can immediately be reflected in Nasdaq’s rules and so that Nasdaq can rely upon a third-party service provider if it chooses to do so. Because waiver of the operative delay would increase transparency in the Exchange’s rules by allowing the Exchange to immediately update the current market values of the complimentary services it provides to certain newly listing companies, the Commission believes that waiver of the operative delay is consistent with the protection of investors and the public interest. Accordingly, the Commission hereby waives the operative delay and designates the proposal as operative upon filing.23 At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if 19 15 U.S.C. 78s(b)(3)(A). CFR 240.19b–4(f)(6). As required under Rule 19b–4(f)(6)(iii), the Exchange provided the Commission with written notice of its intent to file the proposed rule change, along with a brief description and the text of the proposed rule change, at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. 21 17 CFR 240.19b–4(f)(6). 22 17 CFR 240.19b–4(f)(6)(iii). 23 For purposes only of waiving the 30-day operative delay, the Commission has also considered the proposed rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). 20 17 PO 00000 Frm 00098 Fmt 4703 Sfmt 4703 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: 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– NASDAQ–2018–015 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–NASDAQ–2018–015. 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 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–NASDAQ–2018–015, and should be submitted on or before March 26, 2018. E:\FR\FM\05MRN1.SGM 05MRN1 Federal Register / Vol. 83, No. 43 / Monday, March 5, 2018 / Notices For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.24 Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2018–04419 Filed 3–2–18; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 33037; File No. 812–14773] TriplePoint Venture Growth BDC Corp., et al. February 28, 2018. Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice. sradovich on DSK3GMQ082PROD with NOTICES AGENCY: 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 permitting certain joint transactions otherwise prohibited by sections 17(d) and 57(a)(4) of the Act and under rule 17d–1 under the Act. SUMMARY OF APPLICATION: Applicants request an order to permit a business development company (‘‘BDC’’) and certain closed end management investment companies to co-invest in portfolio companies with each other and with affiliated investment funds and accounts. APPLICANTS: TriplePoint Venture Growth BDC Corp. (the ‘‘Company’’); TPVG Variable Funding Company LLC and TPVG Investment LLC (collectively, the ‘‘Existing Company Subsidiaries’’); TPVG Advisers LLC (the ‘‘BDC Adviser’’), on behalf of itself and its successors; 1 and TriplePoint Capital LLC (‘‘TriplePoint’’), TriplePoint Financial LLC, TPF Funding 1 LLC, TriplePoint Ventures 5 LLC, and TPC Credit Partners 3 LLC (collectively, with TriplePoint, the ‘‘TPC Companies’’). FILING DATES: The application was filed on May 10, 2017, and amended on November 8, 2017. 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 24 17 CFR 200.30–3(a)(12). term ‘‘successor,’’ as applied to each Adviser, is limited to an entity that results from a reorganization into another jurisdiction or change in the type of business organization. 1 The VerDate Sep<11>2014 19:25 Mar 02, 2018 Jkt 244001 by 5:30 p.m. on March 26, 2018, 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, 2755 Sand Hill Road, Suite 150, Menlo Park, CA 94025. FOR FURTHER INFORMATION CONTACT: Christine Y. Greenlees, Senior Counsel, at (202) 551–6879, or Robert H. Shapiro, 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 website by searching for the file number, or for an applicant using the Company name box, at https:// www.sec.gov/search/search.htm or by calling (202) 551–8090. Applicants’ Representations 1. The Company, a Maryland corporation, is organized as a closedend management investment company that has elected to be regulated as a BDC under section 54(a) of the Act.2 The Company’s Objectives and Strategies 3 are to maximize total return to shareholders primarily in the form of current income and, to a lesser extent, capital appreciation, by primarily lending to venture growth stage companies focused in technology, life sciences and other high growth industries. The Company has a fivemember board of directors (the ‘‘Board’’), three of whom are not ‘‘interested persons’’ as defined in section 2(a)(19) of the Act (the ‘‘NonInterested Directors’’). 2 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. 3 ‘‘Objectives and Strategies’’ means a Regulated Fund’s (defined below) 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. PO 00000 Frm 00099 Fmt 4703 Sfmt 4703 9357 2. TPVG Variable Funding Company LLC, Delaware limited liability company, is a wholly-owned subsidiary of the Company established for utilizing the Company’s revolving credit facility. 3. TPVG Investment LLC, a Delaware limited liability company, is a whollyowned subsidiary of the Company established for holding certain of the Company’s investments. 4. TriplePoint, a Delaware limited liability company, is a global financing provider. TriplePoint is exempt from registration under the Act pursuant to section 3(c)(7) of the Act. 5. Each of TriplePoint Financial LLC, TPF Funding 1 LLC, and TriplePoint Ventures 5 LLC is a Delaware limited liability company, a wholly-owned subsidiary of TriplePoint and exempt from registration under the Act pursuant to section 3(c)(7) of the 1940 Act. 6. TPC Credit Partners 3 LLC, a Delaware limited liability company, is a majority-owned subsidiary of TriplePoint and is exempt from registration under the Act pursuant to section 3(c)(7) of the 1940 Act. 7. The BDC Adviser, a Delaware limited liability company, is registered with the Commission as an investment adviser under the Investment Advisers Act of 1940 (the ‘‘Advisers Act’’). The BDC Adviser is a wholly-owned subsidiary of TriplePoint. The BDC Adviser serves as investment adviser to the Company. 8. The TPC Companies, from time to time, may hold various financial assets in a principal capacity (together, in such capacity, ‘‘Existing TPC Proprietary Accounts’’ and together with any Future TPC Proprietary Account (as defined below), the ‘‘TPC Proprietary Accounts’’). 9. Applicants seek an order (‘‘Order’’) to permit a Regulated Fund 4 and one or more other Regulated Funds and/or one or more Affiliated Funds 5 to participate 4 ‘‘Regulated Fund’’ means the Company and any Future Regulated Fund. ‘‘Future Regulated Fund’’ means any closed-end management investment company (a) that is registered under the Act or has elected to be regulated as a BDC, (b) whose investment adviser is an Adviser, and (c) that intends to participate in the Co-Investment Program. The term ‘‘Adviser’’ means (a) the BDC Adviser and (b) any future investment adviser that controls, is controlled by or is under common control with TriplePoint and is registered as an investment adviser under the Advisers Act. 5 ‘‘Affiliated Fund’’ means the Existing TPC Proprietary Accounts, any Future TPC Proprietary Accounts and any Future Affiliated Funds. ‘‘Future TPC Proprietary Account’’ means any direct or indirect, wholly- or majority-owned subsidiary of TriplePoint that is formed in the future and, from time to time, may hold various financial assets in a principal capacity. ‘‘Future Affiliated Fund’’ means any entity (a) whose investment adviser is an Adviser, (b) that would be an investment E:\FR\FM\05MRN1.SGM Continued 05MRN1

Agencies

[Federal Register Volume 83, Number 43 (Monday, March 5, 2018)]
[Notices]
[Pages 9354-9357]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-04419]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82791; File No. SR-NASDAQ-2018-015]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Modify IM-5900-7 To Update the Values of, and Permit a Third-Party 
Provider Selected by Nasdaq to Offer, Certain Complimentary Services 
Provided to Certain Newly Listing Companies Pursuant to the Rule

February 28, 2018.
    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 February 15, 2018, The Nasdaq Stock Market LLC (``Nasdaq'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``SEC'' or ``Commission'') the proposed rule change as described in 
Items I and II below, which Items have been prepared by the Exchange. 
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\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to modify IM-5900-7, which describes the 
package of complimentary services provided to certain new listings, to 
update the value of the services and allow services to be provided 
either by Nasdaq Corporate Solutions or a third-party service provider 
selected by Nasdaq.
    The text of the proposed rule change is available on the Exchange's 
website at https://nasdaq.cchwallstreet.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 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
    Nasdaq offers complimentary services under IM-5900-7 to companies 
listing on the Nasdaq Global and Global Select Markets in connection 
with an initial public offering (other than a company listed under IM-
5101-2), upon emerging from bankruptcy, in connection with a spin-off 
or carve-out from another company, or in conjunction with a business 
combination that satisfies the conditions in Nasdaq IM-5101-2(b) 
(``Eligible New Listings'') and to companies (other than a company 
listed under IM-5101-2) switching their listing from the New York Stock 
Exchange (``NYSE'') to the Global or Global Select Markets (``Eligible 
Switches'').\3\ Nasdaq believes that the complimentary service program 
offers valuable services to newly listing companies, designed to help 
ease the transition of becoming a public company or switching markets, 
makes listing on Nasdaq more attractive to these companies, and also 
provides Nasdaq Corporate Solutions the opportunity to demonstrate the 
value of its services and forge a relationship with the company. The 
services offered include a whistleblower hotline, investor relations 
website, disclosure services for earnings or other press releases, 
webcasting, market analytic tools, and may include market advisory 
tools such as stock surveillance.\4\
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    \3\ See Exchange Act Release No. 65963 (December 15, 2011), 76 
FR 79262 (December 21, 2011) (SR-NASDAQ-2011-122) (adopting IM-5900-
7); Exchange Act Release No. 72669 (July 24, 2014), 79 FR 44234 
(July 30, 2014) (SR-NASDAQ-2014-058) (adopting changes to IM-5900-
7); Exchange Act Release No. 78806 (September 9, 2016), 81 FR 63523 
(September 15, 2016) (SR-NASDAQ-2016-098); Exchange Act Release No. 
79366 (November 21, 2016), 81 FR 85663 (November 28, 2016) (SR-
NASDAQ-2016-106).
    \4\ In addition, all companies listed on Nasdaq receive services 
from Nasdaq, including Nasdaq Online and the Market Intelligence 
Desk.
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    Nasdaq proposes to update the values of the services contained in 
IM-5900-7 to their current values. Depending on a company's market 
capitalization and whether it is an Eligible New Listing or an Eligible 
Switch, the total revised value of the services provided ranges from 
$150,000 to $824,000, and one-time development fees of approximately 
$5,000 are waived.\5\
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    \5\ The exact values are set forth in proposed IM-5900-7. Under 
the current rule the stated value of the services provided ranges 
from $141,000 to $754,000, and one-time development fees of 
approximately $3,500 are waived. In describing the total value of 
the services for companies that can select more than one market 
advisory tool, Nasdaq presumes that a company would use stock 
surveillance, which has an approximate retail value of $56,000 as 
revised ($51,000 previously), and global targeting, which has an 
approximate retail value of $44,000 as revised ($40,000 previously). 
A company using the stock surveillance tool would be unlikely also 
to use the monthly ownership analytics and event driven targeting 
because there is considerable overlap between these services. 
Companies could, of course, select different combinations of the 
four offered services that do not overlap, but these other 
combinations would have lower total approximate retail values. See 
Exchange Act Release No. 78392 (July 22, 2016), 81 FR 49705, 49706 
n.10 (July 28, 2016) (Notice of Filing for SR-NASDAQ-2016-098).

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[[Page 9355]]

    In addition, on January 29, 2018, Nasdaq, Inc., the parent of 
Nasdaq, announced that it had entered into a definitive agreement to 
sell the Public Relations Solutions and Digital Media Services units 
within its Corporate Solutions business.\6\ Given that these units 
include the investor relations website, disclosure services, audio 
webcasting and whistleblower hotline services offered under Nasdaq Rule 
IM-5900-7, Nasdaq proposes to modify IM-5900-7 to state that the 
services will be provided either by Nasdaq Corporate Solutions or a 
third-party service provider selected by Nasdaq. In the event that 
Nasdaq Corporate Solutions no longer offers the services, this change 
will allow Nasdaq to arrange for an alternate provider, such as the 
purchaser of these units.\7\
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    \6\ See https://www.globenewswire.com/news-release/2018/01/29/1313528/0/en/West-Corporation-Agrees-to-Acquire-Nasdaq-s-Public-Relations-Solutions-and-Digital-Media-Services-Businesses.html. This 
transaction is expected to close in the second quarter of 2018.
    \7\ Upon completion of the announced transaction, the purchaser 
of the whistleblower hotline, investor relations website, disclosure 
and audio webcasting services will be expected to provide those 
services under IM-5900-7 pursuant to an exclusive agreement, subject 
to meeting specific service level commitments. Nasdaq Corporate 
Solutions is expected to continue to provide the market analytic and 
market advisory tools, although under the proposed rule change 
Nasdaq could instead select a third party provider for these 
services in the future.
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    Finally, Nasdaq proposes to: (i) Update the preamble of IM-5900-7 
to reflect the expiration of a transitional period that previously 
allowed companies listed at the time of changes to the complimentary 
services package in 2016 to choose to receive the package in effect at 
the time of their listing or the revised package; and (ii) clarify that 
the services described in IM-5900-7(a) are the only corporate solutions 
services offered to companies, to the extent they qualify pursuant to 
the rule. All companies will continue to receive additional services, 
such as Nasdaq Online and the Market Intelligence Desk, on an equal 
basis.
2. Statutory Basis
    Nasdaq believes that the proposed rule change is consistent with 
the provisions of Section 6 of the Act,\8\ in general, and Sections 
6(b)(4),\9\ 6(b)(5),\10\ and 6(b)(8),\11\ in particular, in that the 
proposal is designed, among other things, to provide for the equitable 
allocation of reasonable dues, fees, and other charges among Exchange 
members and issuers and other persons using its facilities and to 
promote just and equitable principles of trade, and is not designed to 
permit unfair discrimination between issuers, and that the rules of the 
Exchange do not impose any burden on competition not necessary or 
appropriate in furtherance of the purposes of the Act.
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78f.
    \9\ 15 U.S.C. 78f(4).
    \10\ 15 U.S.C. 78f(5).
    \11\ 15 U.S.C. 78f(8).
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    Nasdaq faces competition in the market for listing services,\12\ 
and competes, in part, by offering valuable services to companies. 
Nasdaq believes that it is reasonable to offer complimentary services 
to attract and retain listings as part of this competition. All 
similarly situated companies are eligible for the same package of 
services and the eligibility of companies for services is not changing 
under this proposed rule change. The Commission has previously 
indicated pursuant to Section 19(b) of the Act \13\ that updating the 
values of the services within the rule is necessary,\14\ and Nasdaq 
does not believe this update has an effect on the allocation of fees 
nor does it permit unfair discrimination, as issuers will continue to 
receive the same services. Further, this update will enhance the 
transparency of Nasdaq's rules and the value of the services it offers 
companies, thus promoting just and equitable principles of trade. As 
such, the proposed rule change is consistent with the requirements of 
Section 6(b)(4) and (5) of the Act.
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    \12\ The Justice Department has noted the intense competitive 
environment for exchange listings. See ``NASDAQ OMX Group Inc. and 
IntercontinentalExchange Inc. Abandon Their Proposed Acquisition Of 
NYSE Euronext After Justice Department Threatens Lawsuit'' (May 16, 
2011), available at https://www.justice.gov/atr/public/press_releases/2011/271214.htm.
    \13\ 15 U.S.C. 78s(b).
    \14\ See Exchange Act Release No. 72669 (July 24, 2014), 79 FR 
44234 (July 30, 2014) (SR-NASDAQ-2014-058) (footnote 39 and 
accompanying text: ``We would expect Nasdaq, consistent with Section 
19(b) of the Act, to periodically update the retail values of 
services offered should they change. This will help to provide 
transparency to listed companies on the value of the free services 
they receive and the actual costs associated with listing on 
Nasdaq.'')
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    Nasdaq believes that the proposed change to allow services to be 
provided by third-party providers, instead of an affiliated service 
provider, reflects the current competitive environment for exchange 
listings among national securities exchanges, and is appropriate and 
consistent with Section 6(b)(8) in furtherance of the purposes of the 
Act. Specifically, Nasdaq believes that the current competitive 
environment for listings necessitates that it continue to offer 
services described in IM-5900-7 through a third-party service provider 
if its affiliate no longer offers those services. Further, Nasdaq 
believes that the ability to select the third-party providers of these 
services will enable it to select partners Nasdaq believes will provide 
quality service to listed companies and make adjustments if that 
quality is not maintained.\15\ While this may disadvantage third-party 
providers that are not selected, the impact on competition among 
service providers is expected to remain small, as it is today where 
Nasdaq Corporate Solutions provides the services directly,\16\ and does 
not impose an inappropriate burden on competition because issuers are 
not forced or required to utilize the complimentary products and 
services and other service providers can choose to offer their own 
complimentary services to issuers.
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    \15\ Nasdaq expects that following the announced transaction it 
will initially rely on the purchaser of the whistleblower hotline, 
investor relations website, disclosure and audio webcasting services 
as its selected third-party provider, subject to that provider 
meeting specific service level commitments.
    \16\ See Exchange Act Release No. 65963, 76 FR at 79266-67.
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    Nasdaq notes that the proposed change to allow third-party service 
providers does not affect the Commission's prior conclusion that 
offering these services is an equitable allocation of reasonable dues, 
fees, and other charges among exchange members and issuers and other 
persons using its facilities and that the rule is designed to promote 
just and equitable principles of trade, and is not designed to permit 
unfair discrimination between issuers, consistent with Sections 6(b)(4) 
and 6(b)(5) of the Act because the underlying services will not change 
and all eligible companies will be given the identical choice of 
service providers.
    Nasdaq believes that clarifying that the services described in IM-
5900-7(a) are the only corporate solutions services offered to 
companies to the extent they qualify pursuant to the rule \17\ is

[[Page 9356]]

consistent with Section 6(b)(5) of the Act. Nasdaq represents, and this 
proposed rule change will help ensure, that individual listed companies 
are not given specially negotiated packages of products or services to 
list, or remain listed, which the Commission has previously stated 
would raise unfair discrimination issues under the Act.\18\
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    \17\ All companies listed on Nasdaq receive certain services 
from Nasdaq on an equal basis, including Nasdaq Online and the 
Market Intelligence Desk.
    \18\ See Exchange Act Release No. 79366, 81 FR 85663 at 85665 
(citing Securities Exchange Act Release No. 65127 (August 12, 2011), 
76 FR 51449, 51452 (August 18, 2011) (approving NYSE-2011-20)).
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    Finally, Nasdaq notes that the proposed update to the preamble of 
IM-5900-7 to reflect the expiration of old transitional periods is 
consistent with Section 6(b)(5) of the Act because it will clarify the 
rule without making any substantive change.

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 not necessary or appropriate in 
furtherance of the purposes of the Act. As noted above, Nasdaq faces 
competition in the market for listing services, and competes, in part, 
by offering valuable services to companies. The proposed rule changes 
reflect that competition, but do not impose any burden on the 
competition with other exchanges.
    Nasdaq also does not believe that allowing a third-party selected 
by Nasdaq to provide certain services will impose any burden on 
competition not necessary or appropriate in furtherance of the Act. 
Such selection will allow Nasdaq to select third-party service 
providers that it believes will provide quality service to listed 
companies and make adjustments if that quality is not maintained. 
Multiple third-party vendors offer similar services and listed 
companies are not required to accept any discounted products and 
services as a condition to listing. Nasdaq-listed companies are free to 
purchase similar products and services from other vendors, or not to 
use any such products and services, instead of accepting the products 
and services offered by the Exchange. Other vendors can also choose to 
offer their own complimentary packages to compete with Nasdaq's 
offering. Further, complimentary services are only available to a 
company for either two or four years. Thus, Nasdaq does not believe 
that the proposed rule change will adversely impact competition for 
such products and services in a manner 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

    No written comments were either solicited or received.

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

    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 for 30 
days from the date on which it was filed, or such shorter time as the 
Commission may designate, it has become effective pursuant to Section 
19(b)(3)(A) of the Act \19\ and Rule 19b-4(f)(6) thereunder.\20\
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    \19\ 15 U.S.C. 78s(b)(3)(A).
    \20\ 17 CFR 240.19b-4(f)(6). As required under Rule 19b-
4(f)(6)(iii), the Exchange provided the Commission with written 
notice of its intent to file the proposed rule change, along with a 
brief description and the text of the proposed rule change, at least 
five business days prior to the date of filing of the proposed rule 
change, or such shorter time as designated by the Commission.
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    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the 
Act \21\ normally does not become operative for 30 days after the date 
of its filing. However, Rule 19b-4(f)(6)(iii) \22\ permits the 
Commission to designate a shorter time if such action is consistent 
with the protection of investors and the public interest. The Exchange 
has asked the Commission to waive the 30-day operative delay so that 
the accurate values of the complimentary services can immediately be 
reflected in Nasdaq's rules and so that Nasdaq can rely upon a third-
party service provider if it chooses to do so. Because waiver of the 
operative delay would increase transparency in the Exchange's rules by 
allowing the Exchange to immediately update the current market values 
of the complimentary services it provides to certain newly listing 
companies, the Commission believes that waiver of the operative delay 
is consistent with the protection of investors and the public interest. 
Accordingly, the Commission hereby waives the operative delay and 
designates the proposal as operative upon filing.\23\
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    \21\ 17 CFR 240.19b-4(f)(6).
    \22\ 17 CFR 240.19b-4(f)(6)(iii).
    \23\ For purposes only of waiving the 30-day operative delay, 
the Commission has also considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    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:

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-NASDAQ-2018-015 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-NASDAQ-2018-015. 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 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-NASDAQ-2018-015, and should be submitted 
on or before March 26, 2018.


[[Page 9357]]


    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\24\
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    \24\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-04419 Filed 3-2-18; 8:45 am]
 BILLING CODE 8011-01-P
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