Self-Regulatory Organizations; LCH SA; Notice of Filing of Proposed Rule Change Relating to Triparty Collateral Mechanism, 39492-39496 [2023-12871]

Agencies

• SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 88, Number 116 (Friday, June 16, 2023)]
[Notices]
[Pages 39492-39496]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-12871]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-97706; File No. SR-LCH SA-2023-004]


Self-Regulatory Organizations; LCH SA; Notice of Filing of 
Proposed Rule Change Relating to Triparty Collateral Mechanism

June 12, 2023.
    Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 
(``Exchange Act'' or ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice 
is hereby given that on May 30, 2023, Banque Centrale de Compensation, 
which conducts business under the name LCH SA (``LCH SA''), filed with 
the Securities and Exchange Commission (``Commission'') the proposed 
rule change described in Items I, II and III below, which Items have 
been primarily prepared by LCH SA. The Commission is publishing this 
notice to solicit comments on the Proposed Rule Change from interested 
persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Clearing Agency's Statement of the Terms of Substance of the 
Proposed Rule Change

    LCH SA is proposing to amend its (i) CDS Clearing Rule Book (``Rule 
Book'') and (ii) CDS Clearing Procedures (``Procedures'') to 
incorporate new terms and to make conforming, clarifying and clean-up 
changes to offer the triparty

[[Page 39493]]

collateral solution to CDSClear clearing members (the ``Proposed Rule 
Change'').
    The text of the Proposed Rule Change has been annexed as Exhibit 5 
to file number SR-LCH SA-2023-004.\3\
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    \3\ All capitalized terms not defined herein have the same 
definition as in the Rule Book or Procedures, as applicable.
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    The implementation of the Proposed Rule Change will be contingent 
on LCH SA's receipt of all necessary regulatory approvals, including 
the approval by the Commission of the Proposed Rule Change described 
herein.

II. Clearing Agency's Statement of the Purpose of, and Statutory Basis 
for, the Proposed Rule Change

    In its filing with the Commission, LCH SA 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. LCH SA has prepared summaries, set forth in sections A, 
B, and C below, of the most significant aspects of such statements.

A. Clearing Agency's Statement of the Purpose of, and Statutory Basis 
for, the Proposed Rule Change

1. Purpose
    The Proposed Rule change is being adopted to extend to CDSClear 
service the triparty collateral solution already offered to the 
clearing members of LCH SA Non US Business.
    LCH SA, as a clearing agency, should have procedures in place to 
deal with the default of a clearing member. In order to minimize the 
contagion risk of such a default, LCH SA calculates margin requirements 
in respect of each clearing member and requires all of them to transfer 
collateral to meet their respective margin requirements.
    In addition to the current currencies and securities that are 
eligible as Collateral to be posted on a bilateral basis, LCH SA is 
proposing to offer the triparty collateral solution to the clearing 
members of the CDSClear service (the ``Clearing Members''),\4\ Clearing 
Members have expressed interest in using this solution in respect of 
the CDSClear service as well so as to enable them to harmonize their 
operational process across all clearing services of LCH SA and benefit 
from flexibility in their collateral management framework as well as 
the ability to transfer securities as collateral in a more efficient 
and automated way than on a bilateral basis. Pursuant to this triparty 
collateral solution, LCH SA and a Clearing Member may appoint Euroclear 
Bank and/or Euroclear France as a triparty agent and authorize such 
triparty agent to enter settlement instructions on their behalf into 
the securities settlement system to affect movements of securities 
between a giver account and a taker account opened with the relevant 
triparty agent on a full title transfer basis for the purposes of 
transferring Collateral to LCH SA or releasing such Collateral. The 
triparty collateral solution is an additional way of transferring 
Collateral to LCH SA by a Clearing Member which is under no obligation 
to use this solution. LCH SA is not changing collateral eligibility or 
concentration limits, but rather, is merely providing for a different 
process for posting acceptable collateral.
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    \4\ LCH SA already offers a tri-party collateral solution to 
members of its non-U.S. business lines. Indeed, when this triparty 
solution was launched for the LCH SA RepoClear and EquityClear & 
CommodityClear services, the CDSClear roadmap was busy with other 
initiatives such that it was decided to postpone the inclusion of 
CDSClear in the scope of services for which Clearing Members could 
use the triparty solution.
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    The Rule Book and Section 3 of the Procedures are proposed to be 
amended to offer this triparty collateral solution.
1. Rule Book
    LCH SA is proposing to modify Section 1.1.1 (Terms defined in the 
CDS Clearing Rule Book) to incorporate the defined term of ``Triparty 
Documentation'' to refer to the documentation entered into between LCH 
SA, the relevant triparty agent and a Clearing Member having exercised 
its option to transfer Eligible Collateral on a full title transfer 
basis to LCH SA through a triparty arrangement pursuant to Section 3 of 
the Procedures.
    As a clarification regarding the collateral eligible to Triparty, 
it is a subset of the LCH SA list of eligible collateral, restricted to 
bonds that can settle in the Euroclear CSDs (i.e., does not include 
U.S. Treasuries, UK Gilts, Non-Euro Non-Cash debts and Equities), are 
interoperable between Euroclear Bank and Euroclear France, and are 
eligible to 3G pool. A new indent (xxiv) is proposed to be added to 
Article 2.2.1.1 in order to provide for a new membership requirement 
pursuant to which the Applicant shall accept to comply with the 
performance of its obligations pursuant to a Triparty Documentation. As 
a consequence, the following indents would be renumbered.
    Article 2.2.2.1 is also proposed to be amended to add the 
obligation to comply with the performance of the obligations pursuant 
to a Triparty Documentation in a new indent (vii) as a continuing 
obligation for a Clearing Member. Consequently, the following indents 
would need to be renumbered.
    Since the Triparty Documentation will provide for the haircut that 
will apply to the relevant Eligible Collateral, a reference to the 
Triparty Documentation is proposed to be added in Article 4.2.6.4 which 
currently provides, among others, that LCH SA may apply haircuts to 
Eligible Collateral as set out on the website.\5\
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    \5\ As noted below, haircuts and concentration limits in respect 
of Eligible Collateral will be published on LCH SA's website, and 
the Triparty Documentation may impose additional eligibility 
criteria and concentration limits in respect of Eligible Collateral 
transferred with full title pursuant to a triparty arrangement.
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    The failure of a Clearing Member to perform its obligations in 
accordance with, or a breach of, any Triparty Documentation is proposed 
to be added to the list of Events provided for in Article 4.3.1.1, as 
an Event that might constitute an Event of Default in respect of a 
Clearing Member, as this is currently the case in respect of the CDS 
Clearing Documentation and the Pledge Agreement.
    The Rule Book would be also amended to make the following 
conforming changes that are not related to the implementation of the 
triparty collateral solution for the CDSClear service. The definition 
of ``Pledged Eligible Collateral'' in Section 1.1.1 (Terms defined in 
the CDS Clearing Rule Book) is proposed to be amended by removing a 
reference to a Clearing Notice since the list of Eligible Currencies 
and Eligible Collateral is set out in Section 3 of the Procedures in 
accordance with Article 4.2.6.1 and the proposed amended Section 3 of 
the Procedures would provide where the list of Eligible Collateral 
(including Pledged Eligible Collateral) could be found.
    Article 2.2.2.1 would be amended to correct a cross-reference in 
indent (iv).
    Finally, Article 4.2.6.1 is proposed to be amended by making a 
reference to Section 3 of the Procedures in respect of the conditions 
that will govern the notification of any change in Eligible Currencies 
and Eligible Collateral.
2. Procedures
    LCH SA also proposes to modify Section 3 of the Procedures to 
incorporate terms for implementing this triparty collateral solution.
    Section 3.10 (Eligible Collateral transferred with full title) is 
proposed to be amended to include securities transferred pursuant to a 
triparty arrangement by adding a new paragraph 3.10.2 (Eligible 
Collateral provided

[[Page 39494]]

pursuant to a triparty arrangement) and a new introductory paragraph.
    Consequently, the current Section 3.10 will be moved under a 
paragraph 3.10.1 entitled ``Eligible Collateral provided on a bilateral 
basis'' and any reference to Eligible Collateral provided with full 
title transfer in this new paragraph 3.10.1 will be clarified by adding 
that such Eligible Collateral is provided on a bilateral basis. Any 
cross-reference to Section 3.10 in Section 3 of the Procedures is 
proposed to be replaced by a cross-reference to paragraph 3.10.1 where 
necessary.
    As a result of the new paragraph 3.10.2, a cross-reference to this 
new paragraph, indent (d) in each section referring to the return of 
any type of Collateral in indent (f) of Section 3.7 (Euro denominated 
Cash Collateral), indent (f) of Section 3.8 (Non-Euro denominated Cash 
Collateral), indent (c) of Section 3.9 (Eligible Collateral), indent 
(b) of paragraph 3.10.1 (Eligible Collateral provided on a bilateral 
basis) and indent (a) of Section 3.15 (Eligible Collateral transfer 
pursuant to the Pledge Agreement).
    New sub-paragraph 3.10.2, as further described in the next 
paragraph, will mainly replicate sub-paragraph 3.10.1 subject to the 
necessary amendments to be made to refer to the triparty arrangements. 
Such amendments would, include the requirement for a Clearing Member to 
enter into the triparty documentation as set out in a new sub-paragraph 
(a) and the reference to triparty accounts to be used by LCH SA. 
However, there will be some differences in the timelines applicable to 
the Clearing Member for the purposes of transferring, or requesting 
return of, securities subject to the triparty arrangements, as 
described below, and mainly due to the use of a triparty agent for 
managing their Collateral posted with LCH SA. In new paragraph 3.10.2 
(Eligible Collateral provided pursuant to a triparty arrangement), it 
is proposed to add a new sub-paragraph (a) (General information) 
pursuant to which the Clearing Member, a triparty agent which is either 
Euroclear Bank or Euroclear France and LCH SA may enter into the 
relevant triparty documentation available upon request to the CDSClear 
Business Development & Relationship Management team. Under the Triparty 
Documentation, the relevant triparty agent will be authorized by LCH SA 
and the Clearing Member to enter settlement instructions on their 
behalf into the relevant securities settlement system to transfer with 
full title securities as Eligible Collateral between LCH SA and the 
Clearing Member. Pursuant to the following sub-paragraph (b) 
(Securities accounts), LCH SA will hold such Collateral in a security 
account in each Euroclear Bank and Euroclear France for the Clearing 
member's house activity and in a security account in each Euroclear 
Bank and Euroclear France for the Clearing member's client activity 
(excluding any FCM Clients since the provision of securities pursuant 
to this triparty collateral solution will not be permitted for FCM 
Clients pursuant to new sub-paragraph (c) of new paragraph 3.1.0.2, 
indent (ii)). LCH SA may invest Eligible Collateral provided to LCH SA 
with full title pursuant to a triparty arrangement in accordance with 
Paragraph 3.11(b). Pursuant to a new sub-paragraph (c) included in new 
paragraph 3.10.2, the provisions on the transfer of Eligible Collateral 
pursuant to a triparty arrangement will be described; the purpose of 
such transfer is either for transferring additional Collateral or 
substituting such Collateral for any alternative Collateral recorded in 
its Collateral Accounts. The Clearing Member will need to notify LCH SA 
of its request to transfer such Eligible Collateral pursuant to a 
triparty arrangement by no later than 16:00 CET on a Business Day 
(``Day minus one'') in order for the Clearing Member's request to be 
processed on the next following Business Day (``Day'') and to enable 
the transfer to occur on Day in respect of the relevant Collateral 
Account. It is also specified that the Clearing Member shall notify to 
LCH SA which CCM Client Collateral Account shall record Eligible 
Collateral provided pursuant to a triparty arrangement, otherwise such 
request will not be accepted by LCH SA. The relevant instructions must 
be submitted, via Euroclear Bank or Euroclear France, as applicable, on 
Day minus one. Depending on the time when LCH SA receives the 
confirmation of settlement from Euroclear Bank or Euroclear France on 
Day, such Eligible Collateral provided pursuant to a triparty 
arrangement will form part of the relevant Margin Balance. The 
following paragraph (d) will deal with the applicable conditions for 
returning such Eligible Collateral. Such return will be subject to the 
notification of the Clearing Member's request to LCH SA by the Clearing 
Member by no later than 12:00 CET on a Business Day (``Day'') in order 
for the Clearing Member's request to be processed on Day and to allow 
LCH SA to give instructions to make the transfer to occur on Day during 
the Additional Specific Collateral Slot. Any request received by LCH SA 
pursuant to this process shall be deemed firm and irrevocable. On Day, 
following the First Intraday Slot and, in any event, by 12:00 CET at 
the latest, LCH SA will re-calculate the value of the Eligible 
Collateral to be returned (the ``Eligible Triparty Collateral Value''). 
If LCH SA holds sufficient Collateral (other than that which is to be 
returned) to cover the relevant Margin Requirement, it will return the 
Eligible Collateral. If LCH SA does not hold sufficient Collateral 
(other than that which is to be returned) to cover the relevant Margin 
Requirement, LCH SA will debit an amount of Euro-denominated Cash 
Collateral equal to the Eligible Triparty Collateral Value from the 
relevant TARGET2 Account(s) of the Clearing Member (or the relevant 
cash accounts of its TARGET2 Payment Agent) during the Additional 
Specific Collateral Slot. Provided an amount of Euro-denominated Cash 
Collateral equal to the Eligible Triparty Collateral Value is received 
by LCH SA, LCH SA will process the return of the Eligible Collateral to 
the Clearing Member, otherwise the Clearing Member's return request 
will be deemed void and no return will be processed. LCH SA's inability 
to debit Euro-denominated Cash Collateral equal to the Eligible 
Triparty Collateral Value intra-day through TARGET2 shall not 
constitute a Payment Failure in respect of the Clearing Member. When 
these conditions applicable to the Collateral's return are satisfied, 
the relevant instructions will be submitted via Euroclear Bank or 
Euroclear France, as applicable, on Day between 13:00 and 15:00 CET, in 
advance of the relevant Central Securities Depository/International 
Central Securities Depository cut-off time (except in exceptional 
circumstances, as determined in an objective and commercially 
reasonable manner). Last paragraph of new paragraph 3.10.2 will provide 
for exceptional time limits for notification of transfer and return 
requests in case of atypical market conditions.
    Section 3.9 (Eligible Collateral) which applies to any type of 
securities transferred on a full title transfer basis (including both 
securities transferred on a bilateral basis or pursuant to a triparty 
arrangement) or pursuant to the pledge agreement will be amended to 
clarify where the information on eligible securities, applicable 
haircuts and concentration limits can be found: on the website and in 
respect of securities transferred in accordance with the triparty 
collateral solution, in the Triparty Documentation as well. In 
addition, the amendment process in respect of such eligible securities 
will be clarified in Section 3 of the Procedures by adding a reference 
to a notification

[[Page 39495]]

by way of a Clearing Notice (that is proposed to be removed from the 
Rule Book as previously described). Additional eligibility criteria and 
concentration limits in respect of securities provided pursuant to a 
triparty arrangement will be subject to the prior consent of the 
relevant triparty agent as provided for in a new paragraph 3.10.2 (a) 
of Section 3 of the Procedures. As a result, the reference to a 
Clearing Notice mentioned in Section 3.13 applicable to Eligible 
Collateral pursuant to the Pledge Agreement will be removed as there 
will be no Clearing Notice which describes such Eligible Collateral, 
all relevant information will be found on the website.
    Section 3.9 will be also amended to clarify that Eligible 
Collateral transferred with full title may be provided on a bilateral 
basis or pursuant to a triparty arrangement, where necessary. Indent 
(c) (Events affecting the eligibility of Eligible Collateral) is 
proposed to be amended to exclude securities transferred pursuant to 
the triparty collateral solution from the current management process 
applicable to Collateral Events. Such Collateral Events will be managed 
by the relevant triparty agent in accordance with the Triparty 
Documentation. Consequently, the scope of Section 3.12 is reduced to 
Eligible Collateral transferred with full title on a bilateral basis.
    Other amendments will be made to Section 3 of the Procedures in 
order to correct some cross-references or typographical errors.
    With the exception of the above proposed CDS Clearing Rules 
changes, no other change are required.
2. Statutory Basis
    LCH SA believes that the Proposed Rule Change is consistent with 
the requirements of section 17A of the Securities Exchange Act of 1934 
\6\ (the ``Act'') and the regulations thereunder, including the 
standards under Rule 17Ad-22.\7\ Section 17(A)(b)(3)(F) \8\ of the Act 
requires, among other things, that the rules of a clearing agency be 
designed to promote the prompt and accurate clearance and settlement of 
securities transactions and derivative agreements, contracts, and 
transactions and to assure the safeguarding of securities and funds 
which are in the custody or control of the clearing agency or for which 
it is responsible.
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    \6\ 15 U.S.C. 78q-1.
    \7\ 17 CFR 240.17Ad-22.
    \8\ 15 U.S.C. 78q-1(b)(3)(F).
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    By offering an optional mechanism to LCH SA CDSClear Clearing 
Members allowing them to cover their margins with eligible securities 
through the use of a triparty agent, the Proposed Rule Change will 
broaden the solutions for Clearing Members to deposit collateral to LCH 
SA and enable further optimization of their collateral management 
framework, reducing the overall cost of clearing which in turn may lead 
Clearing Members to clear more products more systematically, and thus 
contributing to the prompt and accurate clearance process and 
settlement of securities transactions and derivative agreements, 
contracts, and transactions and to assure the safeguarding of 
securities which is consistent with the requirements of section 
17(A)(b)(3)(F).\9\ Further, given that the risks affecting the security 
are the same independently of how the security is lodged, what applies 
for the bilateral arrangement will also apply for the tri-party 
collateral mechanism, the Proposed Rule Change will not have any impact 
on the the safeguarding of securities and funds which are in the 
custody or control of the clearing agency or on the existing risk 
methodology applied by LCH SA.
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    \9\ 15 U.S.C. 78q-1(b)(3)(F).
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    The triparty collateral mechanism is also offering an optional 
solution that would reduce the number of manual actions necessary in 
the processing of non-cash collateral deposit/release for both the 
clearing agency and the Clearing Members. Indeed, there is only a 
single instruction required from the Clearing Member (i.e. the triparty 
ticket amount) to allocate a basket of securities in the system with an 
automatic process for the settlement of margin calls and handling of 
coupons. This contributes to reduce the operational risk associated 
with the settlement of margin call and is thus consistent with the 
provisions of Rule 17Ad-22(e)(17) \10\ requiring a covered clearing 
agency to manage operational risks by identifying the plausible sources 
of operational risk, both internal and external, and mitigating their 
impact through the use of appropriate systems, policies, procedures, 
and controls.
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    \10\ 17 CFR 240.17Ad-22(e)(17).
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    LCH SA also believes that the Proposed Rule Change is consistent 
with the requirements of a well-founded, clear, transparent, and 
enforceable legal framework of Exchange Act Rule 17Ad-22(e)(1).\11\ As 
described above, the Proposed Rule Change will be adding (i) a new 
membership requirement regarding the compliance of the Clearing Member 
with the triparty documentation; and (ii) the failure of a Clearing 
Member to perform its obligations in accordance with, or a breach of, 
any Triparty Documentation to the list of Events that might constitute 
an Event of Default in respect of a Clearing Member which constitutes a 
relevant and appropriate legal framework consistent with the 
requirements of Exchange Act Rule 17Ad-22(e)(1).\12\
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    \11\ 17 CFR 240.17Ad-22(e)(1).
    \12\ 17 CFR 240.17Ad-22(e)(1).
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    For the reasons stated above, LCH SA believes that the Proposed 
Rule Change with respect to the triparty collateral mechanism is 
consistent with the requirements of prompt and accurate clearance and 
settlement of securities transactions in section 17(A)(b)(3)(F) \13\ of 
the Act, the requirements of operational risk management in Rule 17Ad-
22(e)(17) \14\ and of a well-founded legal framework in Rule 17Ad-
22(e)(1).\15\
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    \13\ 15 U.S.C. 78q-1(b)(3)(F).
    \14\ 17 CFR 240.17Ad-22(e)(17).
    \15\ 17 CFR 240.17Ad-22(e)(1).
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B. Clearing Agency's Statement on Burden on Competition

    Section 17A(b)(3)(I) of the Act requires that the rules of a 
clearing agency not impose any burden on competition not necessary or 
appropriate in furtherance of the purposes of the Act.\16\ LCH SA does 
not believe that the proposed rule change would impose burdens on 
competition that are not necessary or appropriate in furtherance of the 
purposes of the Act. The Proposed Rule Change would not affect the 
ability of Clearing Members or other market participants generally to 
engage in cleared transactions or to access clearing services. 
Specifically, in order for its clearing services to be aligned, the 
Proposed Rule Change will extend to CDSClear service the existing 
triparty collateral mechanism which is an additional Collateral 
transferring solution already offered to clearing members of LCH SA Non 
U.S. Business lines.
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    \16\ 15 U.S.C. 78q-1(b)(3)(I).
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    The Proposed Rule Change would be offered equally to all CDSClear 
clearing members. However, it is specified that on the expected launch 
date, the Triparty collateral mechanism would not be available in 
respect of the client activity of the CDSClear clearing members, in 
accordance with the amended list of eligible securities published on 
LCH SA's website.
    Therefore, LCH SA does not believe that the proposed rule change 
would impose a burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act.

[[Page 39496]]

C. Clearing Agency's Statement on Comments on the Proposed Rule Change 
Received From Members, Participants or Others

    Written comments relating to the proposed rule change have not been 
solicited or received. LCH SA will notify the Commission of any written 
comments received by LCH SA.

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

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period up to 90 days (i) as the 
Commission may designate if it finds such longer period to be 
appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    (A) by order approve or disapprove such proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-LCH SA-2023-004 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-LCH SA-2023-004. 
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 the filing also will be 
available for inspection and copying at the principal office of LCH SA 
and on LCH SA's website at: https://www.lch.com/resources/rulebooks/proposed-rule-changes. Do not include personal identifiable information 
in submissions; you should submit only information that you wish to 
make available publicly. We may redact in part or withhold entirely 
from publication submitted material that is obscene or subject to 
copyright protection. All submissions should refer to File Number SR-
LCH SA-2023-004 and should be submitted on or before July 7, 2023.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\17\
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    \17\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-12871 Filed 6-15-23; 8:45 am]
BILLING CODE 8011-01-P