Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Section 902.02 of the NYSE Listed Company Manual To Waive Initial Listing Fees and First Partial Year Annual Fees for Certain Companies Listing Upon Closing of an Acquisition of a Special Purpose Acquisition Company, 23872-23874 [2020-09036]
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23872
Federal Register / Vol. 85, No. 83 / Wednesday, April 29, 2020 / Notices
licensees to provide reports of nuclear
material inventory and flow for entities
under the U.S.-IAEA Caribbean
Territories Safeguards Agreement
(INFCIRC/366), permit inspections by
Agreement (INFCIRC/366). The IAEA
inspectors, give immediate notice to the
NRC in specified situations involving
the possibility of loss of nuclear
material, and give notice for imports
and exports of specified amounts of
nuclear material. These licensees will
also follow written material accounting
and control procedures. Reporting of
transfer and material balance records to
the IAEA will be done through the U.S.
State system (Nuclear Materials
Management and Safeguards System,
collected under OMB clearance
numbers 3150–0003, 3150–0004, 3150–
0057, and 3150–0058.) The NRC needs
this information to implement its
international obligations under the U.S.IAEA Caribbean Territories Safeguards.
III. Specific Requests for Comments
The NRC is seeking comments that
address the following questions:
1. Is the proposed collection of
information necessary for the NRC to
properly perform its functions? Does the
information have practical utility?
2. Is the estimate of the burden of the
information collection accurate?
Documents
Dated: April 23, 2020.
For the Nuclear Regulatory Commission.
David C. Cullison,
NRC Clearance Officer, Office of the Chief
Information Officer.
[FR Doc. 2020–09041 Filed 4–28–20; 8:45 am]
BILLING CODE 7590–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–88734; File No. SR–NYSE–
2020–15]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Amend
Section 902.02 of the NYSE Listed
Company Manual To Waive Initial
Listing Fees and First Partial Year
Annual Fees for Certain Companies
Listing Upon Closing of an Acquisition
of a Special Purpose Acquisition
Company
jbell on DSKJLSW7X2PROD with NOTICES
April 23, 2020.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934 (the
‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that on April 13,
ML20021A123 and ML20021A121.
ML20024D131 and ML20024D128.
ML20106F177 and ML20024D129.
ML18123A473.
ML18123A462.
ML20092K107.
2020, 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 902.02 of the NYSE Listed
Company Manual (the ‘‘Manual’’) to
waive initial listing fees and the first
partial year annual fee for any company
not listed on a national securities
exchange that is listing upon closing of
its acquisition of a special purpose
acquisition company listed on another
national securities exchange. 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.
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15
Jkt 250001
The supplemental documents related
to each information collections are
identified in the following table and are
available to interested persons in
ADAMS.
ML20106F197 and ML20021A120.
1 15
20:00 Apr 28, 2020
IV. Availability of Documents
ADAMS Accession No.
Supporting statement and DOE/NRC Form 740M, ‘‘Concise Note’’
(3150–0057).
Supporting statement and DOE/NRC Form 741, ‘‘Nuclear Material
Transaction Report’’ (3150–0003).
Supporting statement and DOE/NRC Form 742, ‘‘Material Balance Report’’ (3150–0004).
Supporting statement and DOE/NRC Form 742C, ‘‘Physical Inventory
Listing’’.
(3150–0058) .............................................................................................
NUREG/BR–0006, Revision 8 (3150–0003; 3150–0057) ........................
NUREG/BR–0007, Revision 7 (3150–0004; 3150–0058) ........................
D–24 Personal Computer Data Input for Nuclear Regulatory Commission Licensees.
VerDate Sep<11>2014
3. Is there a way to enhance the
quality, utility, and clarity of the
information to be collected?
4. How can the burden of the
information collection on respondents
be minimized, including the use of
automated collection techniques or
other forms of information technology?
PO 00000
Frm 00119
Fmt 4703
Sfmt 4703
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 902.02 of the Manual to waive
initial listing fees and the first partial
year annual fee for any company not
listed on a national securities exchange
that is listing upon closing of its
acquisition of a special purpose
acquisition company (‘‘SPAC’’) listed on
another national securities exchange.
When a SPAC consummates its
business combination, it may choose a
new listing venue for its post-business
E:\FR\FM\29APN1.SGM
29APN1
jbell on DSKJLSW7X2PROD with NOTICES
Federal Register / Vol. 85, No. 83 / Wednesday, April 29, 2020 / Notices
combination existence as an operating
company. In most such cases, the SPAC
is the legal acquirer in the business
combination transaction and thus the
company transferring its listing to the
NYSE is the same entity as was listed on
the other national securities exchange
prior to the acquisition (i.e., the SPAC).
When a SPAC that is the legal acquirer
transfers its listing to the NYSE
following the business combination, the
initial listing fee and first partial year
annual fee are waived. Specifically,
Section 902.02 of the Manual provides
that any company listing any class of
equity securities upon transfer from
another market will not be subject to
any initial listing fees in connection
with such listing (including, if
applicable, the one-time special charge
of $50,000 payable in connection with
the listing of any new class of common
shares). Similarly, Section 902.02 also
provides that issuers transferring the
listing of their primary class of common
shares from another national securities
exchange are not required to pay annual
fees with respect to that primary class
of common shares or any other class of
securities transferred in conjunction
therewith for the remainder of the
calendar year in which the transfer
occurs.
However, in fulfilling the
requirements for a SPAC to complete an
acquisition under applicable exchange
rules, occasionally the SPAC is not the
legal acquirer in the business
combination and, instead, the business
combination is structured so that the
SPAC is acquired by the operating
company. Under the current NYSE
rules, a company listing in connection
with its acquisition of a SPAC listed on
another national securities exchange
would not benefit from a similar waiver
of listing fees.
To address this disparity, the
Exchange proposes to amend the fee
waiver provisions of Section 902.02 of
the Manual. Specifically, the Exchange
proposes to extend the waiver of the
initial listing fee applicable to transfers
to any company that was unlisted
immediately prior to the initial listing
on the Exchange of any class of equity
securities upon closing of its acquisition
of a SPAC that had a class of equity
securities listed on another national
securities exchange prior to the closing
of such acquisition. Similarly, the
Exchange proposes to extend to any
company that is not listed immediately
prior to listing its primary class of
common shares upon closing of its
acquisition of a SPAC the benefits of the
provision in Section 902.02 that waives
for companies transferring their primary
class of common shares from another
VerDate Sep<11>2014
20:00 Apr 28, 2020
Jkt 250001
23873
exchange the requirement to pay annual
fees with respect to that primary class
of common shares or any other class of
securities transferred in conjunction
therewith for the remainder of the
calendar year in which the transfer
occurs. The decision whether to
structure a business combination with
the SPAC as the legal acquirer rather
than the other party does not result in
the listing of a substantively different
entity. Accordingly, the Exchange
believes there is no basis for charging
fees purely on the basis of the structure
of the business combination chosen by
the parties.
The Exchange does not expect there to
be a significant number of listings in
which this proposed fee waiver will be
applicable. Consequently, the proposed
rule change would not affect the
Exchange’s commitment of resources to
its regulatory oversight of the listing
process or its regulatory programs.
demonstrates that issuers can choose
different listing markets in response to
fee changes. Accordingly, competitive
forces constrain exchange listing fees.
Stated otherwise, changes to exchange
listing fees can have a direct effect on
the ability of an exchange to compete for
new listings and retain existing listings.
Given this competitive environment,
the Exchange believes that the proposed
fee waivers are reasonable because the
cost of paying initial listing fees and the
first part year of annual fees to the
NYSE acts as a disincentive to listing on
the Exchange.
2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
Section 6(b) of the Act,4 in general, and
furthers the objectives of Section
6(b)(4) 5 of the Act, in particular, in that
it is designed to provide for the
equitable allocation of reasonable dues,
fees, and other charges. The Exchange
also believes that the proposed rule
change is consistent with Section 6(b)(5)
of the Act,6 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 and is not designed to
permit unfair discrimination between
customers, issuers, brokers, or dealers.
The Proposal Is Not Unfairly
Discriminatory
The Exchange believes that the
proposal is not unfairly discriminatory,
because the proposed waivers are solely
intended to avoid the impact on a small
group of issuers of an anomalous fee
outcome arising from the manner in
which a SPAC business combination
has been structured and not to provide
them with any benefit that would place
them in a more favorable position than
other newly-listed companies, including
specifically other previously unlisted
companies that list upon completion of
an acquisition of a company listed on
the NYSE or another national securities
exchange.7
A SPAC is a shell company with no
business operations. Consequently, the
parties to a business combination
between a SPAC and an operating
company have significant flexibility in
how they choose to structure the
business combination, including in
determining which entity will be the
legal acquirer. Accordingly, the
Exchange is proposing to amend its fee
structure to reflect the incidental nature
of the resulting SPAC business
combination and to avoid treating
companies undergoing similar business
combinations disparately
By contrast to a SPAC business
combination, there are typically more
significant limitations on the ability of
the parties to a merger between two
operating companies to make decisions
The Proposed Change Is Reasonable
he [sic] Exchange operates in a highly
competitive marketplace for the listing
of equity securities. The Commission
has repeatedly expressed its preference
for competition over regulatory
intervention in determining prices,
products, and services in the securities
markets.
The Exchange believes that the ever
shifting market share among the
exchanges with respect to new listings
and the transfer of existing listings
between competitor exchanges
4 15
U.S.C. 78f(b).
U.S.C. 78f(b)(4).
6 15 U.S.C. 78f(b)(5).
5 15
PO 00000
Frm 00120
Fmt 4703
Sfmt 4703
The Proposal Is an Equitable Allocation
of Fees
The Exchange believes that the
proposed fee waivers are equitable as it
being implemented solely to avoid an
anomalous fee outcome arising from the
manner in which a SPAC business
combination has been structured.
7 Section 902.03 of the Manual includes separate
fee limitations that benefit a company that is not
listed on a national securities exchange
immediately prior to the time that it lists in
connection with its acquisition of an NYSE listed
company.
E:\FR\FM\29APN1.SGM
29APN1
23874
Federal Register / Vol. 85, No. 83 / Wednesday, April 29, 2020 / Notices
about which entity will be the acquirer,
including, for example, the desire to
maintain the acquirer’s SEC registration
and concerns about how to present the
combined entity to the market. As such,
it is much more likely that the listing fee
implications of how the transaction is
structured would be a major
consideration for the parties to a SPAC
business combination than would be the
case in a merger between two operating
companies. As the implications of the
proposed fee waivers for decisions
relating to the transaction structures
utilized by unlisted companies listing in
connection with the acquisition of a
SPAC are typically greater than for other
companies listing in conjunction with
merger transactions, the proposed
waivers are not unfairly discriminatory.
Finally, the Exchange believes that it
is subject to significant competitive
forces, as described below in the
Exchange’s statement regarding the
burden on competition.
For the foregoing reasons, the
Exchange believes that the proposal is
consistent with the Act.
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.
Intramarket Competition
The proposed waiver will be available
to all similarly situated issuers on the
same basis. The Exchange does not
believe that the proposed waivers will
have any meaningful effect on the
competition among issuers listed on the
Exchange.
Intermarket Competition
jbell on DSKJLSW7X2PROD with NOTICES
The Exchange operates in a highly
competitive market in which issuers can
readily choose to list new securities on
other exchanges and transfer listings to
other exchanges if they deem fee levels
at those other venues to be more
favorable. Because competitors are free
to modify their own fees in response,
and because issuers may change their
listing venue, the Exchange does not
believe its proposed fee change can
impose any burden on intermarket
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.
VerDate Sep<11>2014
20:00 Apr 28, 2020
Jkt 250001
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) 8 of the Act and
subparagraph (f)(2) of Rule 19b–4 9
thereunder, because it establishes a due,
fee, or other charge imposed by the
Exchange.
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) 10 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–2020–15 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–2020–15. 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
8 15
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(2).
10 15 U.S.C. 78s(b)(2)(B).
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–2020–15 and should
be submitted on or before May 20, 2020.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.11
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–09036 Filed 4–28–20; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
Sunshine Act Meetings
Notice is hereby given,
pursuant to the provisions of the
Government in the Sunshine Act, Public
Law 94–409, that the Securities and
Exchange Commission Investor
Advisory Committee will hold a public
meeting on Thursday May 4, 2020, by
remote means and/or at the
Commission’s headquarters, 100 F St
NE, Washington, DC 20549.
The meeting will begin at 2:00 p.m.
(ET) and will be open to the public.
PLACE: The meeting will be conducted
by remote means and/or at the
Commission’s headquarters, 100 F St
NE, Washington, DC 20549. Members of
the public may watch the webcast of the
meeting on the Commission’s website at
www.sec.gov.
STATUS: This Sunshine Act notice is
being issued because a majority of the
Commission may attend the meeting.
MATTER TO BE CONSIDERED: The agenda
for the meeting includes welcome
remarks, discussion of public company
disclosure considerations in the
COVID–19 pandemic context, and
discussion of public company
shareholder engagement/virtual
DATES AND TIMES:
9 17
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11 17
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E:\FR\FM\29APN1.SGM
CFR 200.30–3(a)(12).
29APN1
]]>Agencies
[Federal Register Volume 85, Number 83 (Wednesday, April 29, 2020)]
[Notices]
[Pages 23872-23874]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-09036]
=======================================================================
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-88734; File No. SR-NYSE-2020-15]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend Section 902.02 of the NYSE Listed Company Manual To Waive Initial
Listing Fees and First Partial Year Annual Fees for Certain Companies
Listing Upon Closing of an Acquisition of a Special Purpose Acquisition
Company
April 23, 2020.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that on April 13, 2020, 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 902.02 of the NYSE Listed
Company Manual (the ``Manual'') to waive initial listing fees and the
first partial year annual fee for any company not listed on a national
securities exchange that is listing upon closing of its acquisition of
a special purpose acquisition company listed on another national
securities exchange. 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
The Exchange proposes to amend Section 902.02 of the Manual to
waive initial listing fees and the first partial year annual fee for
any company not listed on a national securities exchange that is
listing upon closing of its acquisition of a special purpose
acquisition company (``SPAC'') listed on another national securities
exchange.
When a SPAC consummates its business combination, it may choose a
new listing venue for its post-business
[[Page 23873]]
combination existence as an operating company. In most such cases, the
SPAC is the legal acquirer in the business combination transaction and
thus the company transferring its listing to the NYSE is the same
entity as was listed on the other national securities exchange prior to
the acquisition (i.e., the SPAC). When a SPAC that is the legal
acquirer transfers its listing to the NYSE following the business
combination, the initial listing fee and first partial year annual fee
are waived. Specifically, Section 902.02 of the Manual provides that
any company listing any class of equity securities upon transfer from
another market will not be subject to any initial listing fees in
connection with such listing (including, if applicable, the one-time
special charge of $50,000 payable in connection with the listing of any
new class of common shares). Similarly, Section 902.02 also provides
that issuers transferring the listing of their primary class of common
shares from another national securities exchange are not required to
pay annual fees with respect to that primary class of common shares or
any other class of securities transferred in conjunction therewith for
the remainder of the calendar year in which the transfer occurs.
However, in fulfilling the requirements for a SPAC to complete an
acquisition under applicable exchange rules, occasionally the SPAC is
not the legal acquirer in the business combination and, instead, the
business combination is structured so that the SPAC is acquired by the
operating company. Under the current NYSE rules, a company listing in
connection with its acquisition of a SPAC listed on another national
securities exchange would not benefit from a similar waiver of listing
fees.
To address this disparity, the Exchange proposes to amend the fee
waiver provisions of Section 902.02 of the Manual. Specifically, the
Exchange proposes to extend the waiver of the initial listing fee
applicable to transfers to any company that was unlisted immediately
prior to the initial listing on the Exchange of any class of equity
securities upon closing of its acquisition of a SPAC that had a class
of equity securities listed on another national securities exchange
prior to the closing of such acquisition. Similarly, the Exchange
proposes to extend to any company that is not listed immediately prior
to listing its primary class of common shares upon closing of its
acquisition of a SPAC the benefits of the provision in Section 902.02
that waives for companies transferring their primary class of common
shares from another exchange the requirement to pay annual fees with
respect to that primary class of common shares or any other class of
securities transferred in conjunction therewith for the remainder of
the calendar year in which the transfer occurs. The decision whether to
structure a business combination with the SPAC as the legal acquirer
rather than the other party does not result in the listing of a
substantively different entity. Accordingly, the Exchange believes
there is no basis for charging fees purely on the basis of the
structure of the business combination chosen by the parties.
The Exchange does not expect there to be a significant number of
listings in which this proposed fee waiver will be applicable.
Consequently, the proposed rule change would not affect the Exchange's
commitment of resources to its regulatory oversight of the listing
process or its regulatory programs.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\4\ in general, and furthers the
objectives of Section 6(b)(4) \5\ of the Act, in particular, in that it
is designed to provide for the equitable allocation of reasonable dues,
fees, and other charges. The Exchange also believes that the proposed
rule change is consistent with Section 6(b)(5) of the Act,\6\ 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
and is not designed to permit unfair discrimination between customers,
issuers, brokers, or dealers.
---------------------------------------------------------------------------
\4\ 15 U.S.C. 78f(b).
\5\ 15 U.S.C. 78f(b)(4).
\6\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
The Proposed Change Is Reasonable
he [sic] Exchange operates in a highly competitive marketplace for
the listing of equity securities. The Commission has repeatedly
expressed its preference for competition over regulatory intervention
in determining prices, products, and services in the securities
markets.
The Exchange believes that the ever shifting market share among the
exchanges with respect to new listings and the transfer of existing
listings between competitor exchanges demonstrates that issuers can
choose different listing markets in response to fee changes.
Accordingly, competitive forces constrain exchange listing fees. Stated
otherwise, changes to exchange listing fees can have a direct effect on
the ability of an exchange to compete for new listings and retain
existing listings.
Given this competitive environment, the Exchange believes that the
proposed fee waivers are reasonable because the cost of paying initial
listing fees and the first part year of annual fees to the NYSE acts as
a disincentive to listing on the Exchange.
The Proposal Is an Equitable Allocation of Fees
The Exchange believes that the proposed fee waivers are equitable
as it being implemented solely to avoid an anomalous fee outcome
arising from the manner in which a SPAC business combination has been
structured.
The Proposal Is Not Unfairly Discriminatory
The Exchange believes that the proposal is not unfairly
discriminatory, because the proposed waivers are solely intended to
avoid the impact on a small group of issuers of an anomalous fee
outcome arising from the manner in which a SPAC business combination
has been structured and not to provide them with any benefit that would
place them in a more favorable position than other newly-listed
companies, including specifically other previously unlisted companies
that list upon completion of an acquisition of a company listed on the
NYSE or another national securities exchange.\7\
---------------------------------------------------------------------------
\7\ Section 902.03 of the Manual includes separate fee
limitations that benefit a company that is not listed on a national
securities exchange immediately prior to the time that it lists in
connection with its acquisition of an NYSE listed company.
---------------------------------------------------------------------------
A SPAC is a shell company with no business operations.
Consequently, the parties to a business combination between a SPAC and
an operating company have significant flexibility in how they choose to
structure the business combination, including in determining which
entity will be the legal acquirer. Accordingly, the Exchange is
proposing to amend its fee structure to reflect the incidental nature
of the resulting SPAC business combination and to avoid treating
companies undergoing similar business combinations disparately
By contrast to a SPAC business combination, there are typically
more significant limitations on the ability of the parties to a merger
between two operating companies to make decisions
[[Page 23874]]
about which entity will be the acquirer, including, for example, the
desire to maintain the acquirer's SEC registration and concerns about
how to present the combined entity to the market. As such, it is much
more likely that the listing fee implications of how the transaction is
structured would be a major consideration for the parties to a SPAC
business combination than would be the case in a merger between two
operating companies. As the implications of the proposed fee waivers
for decisions relating to the transaction structures utilized by
unlisted companies listing in connection with the acquisition of a SPAC
are typically greater than for other companies listing in conjunction
with merger transactions, the proposed waivers are not unfairly
discriminatory.
Finally, the Exchange believes that it is subject to significant
competitive forces, as described below in the Exchange's statement
regarding the burden on competition.
For the foregoing reasons, the Exchange believes that the proposal
is consistent with the Act.
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.
Intramarket Competition
The proposed waiver will be available to all similarly situated
issuers on the same basis. The Exchange does not believe that the
proposed waivers will have any meaningful effect on the competition
among issuers listed on the Exchange.
Intermarket Competition
The Exchange operates in a highly competitive market in which
issuers can readily choose to list new securities on other exchanges
and transfer listings to other exchanges if they deem fee levels at
those other venues to be more favorable. Because competitors are free
to modify their own fees in response, and because issuers may change
their listing venue, the Exchange does not believe its proposed fee
change can impose any burden on intermarket 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) \8\ of the Act and subparagraph (f)(2) of Rule 19b-
4 \9\ thereunder, because it establishes a due, fee, or other charge
imposed by the Exchange.
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\8\ 15 U.S.C. 78s(b)(3)(A).
\9\ 17 CFR 240.19b-4(f)(2).
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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) \10\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
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\10\ 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-2020-15 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-2020-15. 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-2020-15 and should be submitted on
or before May 20, 2020.
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\11\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\11\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-09036 Filed 4-28-20; 8:45 am]
BILLING CODE 8011-01-P
