Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Change to Amend Sections 140 and 141 of the NYSE American Company Guide to Amend the Original and Annual Listing Fees for Bonds and the Annual Fee for Stock Issues, 105154-105157 [2024-30687]
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105154
Federal Register / Vol. 89, No. 247 / Thursday, December 26, 2024 / Notices
information on respondents, including
through the use of automated collection
techniques or other forms of information
technology. Consideration will be given
to comments and suggestions submitted
in writing within 60 days of this
publication by February 24, 2025.
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information
unless it displays a currently valid
control number.
Please direct your written comment to
Austin Gerig, Director/Chief Data
Officer, Securities and Exchange
Commission, c/o Tanya Ruttenberg, 100
F Street, NE, Washington, DC 20549 or
send an email to: PRA_Mailbox@
sec.gov.
Dated: December 19, 2024.
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2024–30771 Filed 12–23–24; 8:45 am]
SECURITIES AND EXCHANGE
COMMISSION
Self-Regulatory Organizations; NYSE
American LLC; Notice of Filing and
Immediate Effectiveness of Proposed
Change to Amend Sections 140 and
141 of the NYSE American Company
Guide to Amend the Original and
Annual Listing Fees for Bonds and the
Annual Fee for Stock Issues
December 18, 2024
ddrumheller on DSK120RN23PROD with NOTICES1
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934
(‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that, on December
16, 2024, NYSE American LLC (‘‘NYSE
American’’ 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
Sections 140 and 141 of the NYSE
American Company Guide (the
‘‘Company Guide’) to (i) amend the
original and annual listing fees for
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
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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.
1. Purpose
[Release No. 34–101967; File No. SR–
NYSEAMER–2024–79]
2 15
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
BILLING CODE 8011–01–P
1 15
bonds, and (ii) amend the annual fee for
stock issues. 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.
The Exchange proposes to amend
Sections 140 and 141 of the Company
Guide to (i) amend the original and
annual listing fees for bonds, and (ii)
amend the annual fee for stock issues.
The proposed changes will take effect
from the beginning of the calendar year
commencing on January 1, 2025.
The Exchange currently charges an
annual fee of $55,000 to issuers with 50
million or fewer shares outstanding and
an annual fee of $75,000 to issuers with
more than 50 million shares
outstanding. The Exchange proposes to
amend Section 141 of the Company
Guide to increase the annual fee for
issuers with 50 million or fewer shares
outstanding to $60,000, and to increase
the annual fee for issuers with more
than 50 million shares outstanding to
$80,000.
The proposed increase to the annual
fee for stock issues reflects increases in
the costs the Exchange incurs in
providing services to listed companies
on an ongoing basis including in
relation to company events and
advocacy on behalf of listed companies,
as well as increases in the costs of
conducting its related regulatory
activities. The Exchange proposes to
make the aforementioned fee increases
to better reflect the Exchange’s costs
related to listing equity securities and
the corresponding value of such listing
to companies.
The revised annual fee for stock
issues will be applied in the same
manner to all issuers with listed
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securities in the affected categories and
the Exchange believes that the changes
will not disproportionately affect any
specific category of issuers.
Pursuant to Section 140 of the
Company Guide, the Exchange currently
charges an original listing fee for bond
issues equal to $100 per $1 million
principal amount (or fraction thereof)
and subject to a minimum original
listing fee of $5,000 and a maximum fee
of $10,000. Pursuant to Section 141 of
the Company Guide, the Exchange
currently charges an annual fee for
listed bonds equal to $5,000.
Similar to bonds listed on New York
Stock Exchange LLC (‘‘NYSE’’), bonds
that are listed on NYSE American trade
on the NYSE Bonds platform. The
quantitative original listing standards
for bonds listed on the NYSE or NYSE
American exchanges are nearly
identical.4 Because bonds listed on
NYSE American and NYSE are subject
to the same quantitative listing
standards (except as described in
Footnote 3) and trade on the same NYSE
Bonds platform, the Exchange believes
it is appropriate to align the original and
annual fee schedule for bonds listed on
NYSE American with the schedule
applicable to bonds listed on the NYSE 5
as the value of a bond listing is the same
to an issuer regardless of the exchange
on which the bond is listed.
Accordingly, the Exchange proposes
to amend Section 140 of the Company
Guide to specify that listed bonds will
be subject to a flat original listing fee of
$25,000.6 The Exchange proposes to
4 See Section 104 of the Company Guide and
Sections 102.03 and 103.05 of the NYSE Listed
Company Manual. To qualify for original listing,
both NYSE American and NYSE require that a bond
(i) have an aggregate market value or principal
amount of at least $5,000,000, and (ii) meet one of
several enumerated issuer or bond rating statuses.
With respect to convertible bonds, the NYSE
requires that an issue have an aggregate market
value or principal amount of no less than
$10,000,000. NYSE American does not have a
similar requirement.
5 See Section 902.08 of the NYSE Listed Company
Manual.
6 Section 902.08 of the NYSE Listed Company
Manual specifies that domestic listed debt of issuers
exempt from registration under the Securities and
Exchange Act of 1934 (‘‘Exempt Issuers’’) is not
subject to any listing fee. Section 902.08 of the
NYSE Listed Company Manual further specifies
that bonds whose listing is transferred from another
national securities exchange or that list in
conjunction with their voluntary delisting from a
regulated foreign exchange are not subject to initial
listing fees or any annual listing fee in their first
partial yar of listing. NYSE American does not
currently list debt securities of Exempt Issuers so
it does not propose to add this provision to its rule.
Similarly, issuers have not historically transferred
bonds to NYSE American from another national
securities exchange or listed bonds on NYSE
American in conjunction with their voluntary
delisting from a regulated foreign exchange.
Therefore, NYSE American does not propose to add
this provision to its rules.
E:\FR\FM\26DEN1.SGM
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Federal Register / Vol. 89, No. 247 / Thursday, December 26, 2024 / Notices
amend the annual fees for bonds
contained in Section 141 of the
Company Guide to eliminate the $5,000
flat annual fee and instead adopt a
tiered annual fee schedule based on the
number of bonds that an issuer has
listed on the Exchange. As revised, an
issuer that has at least one and no more
than five listed bonds will pay an
annual fee of $25,000. An issuer that has
at least six and no more than 10 listed
bonds will pay an annual fee of $50,000.
An issuer that has at least 11 and no
more than 15 listed bonds will pay an
annual fee of $75,000. An issuer that has
more than 15 listed bonds will pay an
annual fee of $100,000. Because the
Exchange is seeking to adopt a tiered
annual fee schedule, the Exchange
proposes to delete language in Section
141 related to prorating the annual fee
for a bond in its first year of listing. The
Exchange notes that the proposed
amendment will result in a fee increase
for issuers that list bonds on the
Exchange. However, as discussed above,
because bonds listed on the Exchange
trade on the NYSE Bonds platform
similar to bonds listed on the NYSE, the
Exchange believes that the value of the
bond listing is comparable across NYSE
American and NYSE and it is
appropriate to align the fee schedule.
The Exchange further notes that
Section 141 of the Company Guide
currently sets forth the annual fee for
listed bonds of companies whose equity
securities are not listed on the
Exchange, but does not contain a
corresponding fee schedule for listed
bonds of companies whose equity
securities are listed on the Exchange.7
Under Section 104 of the Company
Guide, a bond may qualify for listing if
its issuer has equity securities listed on
the Exchange, the New York Stock
Exchange or Nasdaq. With respect to
bond listing fees, the Exchange doesn’t
believe that issuers should be charged
differently depending on where their
equity securities are listed. Therefore,
the Exchange proposes to delete the
limiting text in Section 141 that the
current fee schedule applies only to
listed bonds of companies whose equity
securities are not listed on the
Exchange. Instead, the proposed fee
schedule will apply to all listed bonds
regardless of where the issuer’s equity
securities are listed.
The Exchange proposes to further
amend Section 141 of the Company
Guide to adopt an overall cap of
$100,000 on the original and annual fees
that may be paid by an issuer of listed
7 Currently, there are no bonds listed on the
Exchange that are issued by companies whose
equity securities are listed on the Exchange.
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bonds in any calendar year. The
Exchange notes that issuers will
frequently issue bonds from various
wholly-owned financing subsidiaries.
Therefore, for purposes of calculating
the fee cap, the Exchange will aggregate
listing fees for bonds of an issuer and its
wholly-owned subsidiaries.8
The Exchange notes that companies
frequently issue several series of bonds
at the same time. For example, as part
of a single offering, a company may
issue debt securities of different series
with varying maturities (ex. 5-year, 10year, 20-year or 30-year). In the
Exchange’s experience, there are
efficiencies in (i) qualifying for listing
multiple series of bonds of the same
issuer, and (ii) servicing such listings on
an ongoing basis. Because of these
efficiencies, the Exchange believes it is
appropriate to establish a maximum fee
of $100,000 payable by an issuer of
listed bonds in any calendar year.9
2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
Section 6(b) of the Act,10 in general, and
furthers the objectives of Section
6(b)(4) 11 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,12 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 Exchange believes that it is not
unfairly discriminatory and represents
an equitable allocation of reasonable
fees to amend Section 141 of the
Company Guide to increase the annual
fees for listed equity securities as set
forth above because of the increased
costs incurred by the Exchange since it
established the current rates.
8 The Exchange will determine that an issuer is
a wholly-owned subsidiary of an affiliated issuer
based on the offering documents for the applicable
bond issuance.
9 Concurrent with this filing, the New York Stock
Exchange is proposing to also adopt a $100,000
maximum fee cap for bond listing fees.
10 15 U.S.C. 78f(b).
11 15 U.S.C. 78f(b)(4).
12 15 U.S.C. 78f(b)(5).
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105155
The Exchange believes that it is not
unfairly discriminatory and represents
an equitable allocation of reasonable
fees to amend Sections 140 and 141 of
the Company Guide to adopt (i) a flat
$25,000 original listing fee for bonds
and (ii) a tiered annual listing fee for
bonds based on the number of bonds an
issuer has listed on the Exchange. In
this regard, the Exchange believes it is
reasonable to align the Exchange’s bond
original and annual listing fees with
those of the NYSE, as bonds listed on
either exchange trade on the NYSE
Bonds platform and are subject to nearly
identical quantitative listing standards.
The Exchange believes that it is not
unfairly discriminatory and represents
an equitable allocation of reasonable
fees to amend Section 141 to establish
a maximum fee cap payable in any
calendar year by an issuer of bonds
because the Exchange experiences
efficiencies is qualifying and servicing
the listing of multiple series of bonds of
the same issuer (or a wholly-owned
subsidiary of such issuer).
The Proposed Changes Are Reasonable
The Exchange believes that the
proposed changes to the annual fee
schedule for listed equity securities are
reasonable. In that regard, the Exchange
notes that its general costs to support its
listed companies have increased,
including due to price inflation. The
Exchange also continues to expand and
improve the services it provides to
listed companies. Specifically, the
Exchange has (among other things)
increased expenditure on listed
companies and the value of an NYSE
listing by increasing programming for
listed companies and enhancing its
conference space which can be utilized
by listed companies.
The Exchange believes it is reasonable
to align the Exchange’s bond original
and annual listing fees with those of the
NYSE, as bonds listed on either
exchange trade on the NYSE Bonds
platform and are subject to nearly
identical quantitative listing standards.
Therefore, the value of a bond listing to
an issuer is the same regardless of the
exchange on which the bond is listed.
The Exchange believes that it is
reasonable to establish a maximum fee
cap payable in any calendar year by an
issuer of bonds because there are
efficiencies in listing multiple series of
bonds of the same issuer (or a whollyowned subsidiary of such issuer).
The Exchange operates in a highly
competitive marketplace for the listing
of the various categories of securities
affected by the proposed annual fee
adjustments. The Commission has
repeatedly expressed its preference for
E:\FR\FM\26DEN1.SGM
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Federal Register / Vol. 89, No. 247 / Thursday, December 26, 2024 / Notices
competition over regulatory
intervention in determining prices,
products, and services in the securities
markets. Specifically, in Regulation
NMS,13 the Commission highlighted the
importance of market forces in
determining prices and SRO revenues
and, also, recognized that current
regulation of the market system ‘‘has
been remarkably successful in
promoting market competition in its
broader forms that are most important to
investors and listed companies.’’ 14
The Exchange believes that the evershifting 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 adoption of the proposed increase
the annual listing fee for equity
securities represents a reasonable
attempt to address the Exchange’s
increased costs in servicing these
listings while continuing to attract and
retain listings. The establishment of a
flat original listing fee, a tiered annual
listing fee, and a maximum fee cap
payable in a calendar year by an issuer
of bonds represents a reasonable attempt
to accurately reflect the Exchange’s
costs in listing and servicing such
securities.
The Exchange proposes to make the
aforementioned fee increases in
Sections 140 and 141 of the Company
Guide to better reflect the value of such
listing to issuers.
ddrumheller on DSK120RN23PROD with NOTICES1
The Proposal Is an Equitable Allocation
of Fees
The Exchange believes its proposal
equitably allocates its fees among its
market participants.
The Exchange believes that the
proposed amendments to the annual
fees for equity securities are equitable
because they do not change the existing
framework for such fees, but simply
increase the amount of the annual fee to
reflect increased operating costs.
Similarly, as the fee structure remains
effectively unchanged apart from the
proposed increases in the rates paid by
all issuers, the changes to the annual fee
for equity securities neither target nor
13 Securities Exchange Act Release No. 34–51808
(June 9, 2005); 70 FR 37496 (June 29, 2005)
(‘‘Regulation NMS’’).
14 See Regulation NMS, 70 FR at 37499.
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will they have a disparate impact on any
particular category of issuer.
The Exchange believes that the
adoption of a flat original listing fee and
a tiered annual listing fee for bonds is
equitable because it accurately reflects
the value of a bond listing to an issuer
while recognizing the efficiencies
realized by the Exchange when listing
multiple series of bonds. The Exchange
believes that the proposed flat original
fee and tiered annual fee is equitable
because it will apply equally to all
issuers and will not target nor have a
disparate impact on any particular
category of issuer.
The Exchange believes that the
proposed maximum fee cap for issuers
of bonds is equitable because the work
required to list a bond does not increase
on a proportional basis for each
additional series of bonds that are listed
on the Exchange. There are efficiencies
in listing multiple series of bonds and
the Exchange believes that its proposed
fee cap is an equitable reflection of such
efficiencies.
The Proposal Is Not Unfairly
Discriminatory
The Exchange believes that the
proposal is not unfairly discriminatory.
The proposed fee changes are not
unfairly discriminatory among issuers of
operating company equity securities
because the same fee schedule will
apply to all such issuers. The proposed
changes to the original and annual fee
schedule for bonds is not unfairly
discriminatory because the same
schedule will apply to all bond issuers
and the proposed fee cap will be
available to all issuers. Further, the
Exchange operates in a competitive
environment and its fees are constrained
by competition in the marketplace.
Other venues currently list all of the
categories of securities covered by the
proposed fees and if a company believes
that the Exchange’s fees are
unreasonable it can decide either not to
list its securities or to list them on an
alternative venue. Currently, there are
few bonds listed on the Exchange.
While the listing fees for such bonds
will increase under the proposed rule
change, the Exchange notes that all
listed bonds (whether listed on the
Exchange or the NYSE) trade on the
NYSE Bonds platform. The value of the
listing to a specific bond issuer,
therefore, is the same. Accordingly, the
Exchange believes it is not unfairly
discriminatory to align the Exchange’s
bond listing fee schedule with the
NYSE’s corresponding schedule.
For the foregoing reasons, the
Exchange believes that the proposal is
consistent with the Act.
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B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change will impose
any burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act. The
proposed rule change is designed to
ensure that the fees charged by the
Exchange accurately reflect the services
provided and benefits realized by listed
issuers. The market for listing services
is extremely competitive. Each listing
exchange has a different fee schedule
that applies to issuers seeking to list
securities on its exchange. Issuers have
the option to list their securities on
these alternative venues based on the
fees charged and the value provided by
each listing. Because issuers have a
choice to list their securities on a
different national securities exchange,
the Exchange does not believe that the
proposed fee changes impose a burden
on competition.
Intramarket Competition
The proposed amended fees will be
charged to all listed issuers on the same
basis. The Exchange does not believe
that the proposed amended fees 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, and because
issuers may change their chosen 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
Pursuant to Section 19(b)(3)(A)(ii) of
the Act,15 and Rule 19b–4(f)(2)
thereunder 16 the Exchange has
designated this proposal as establishing
or changing a due, fee, or other charge
imposed on any person, whether or not
15 15
16 17
E:\FR\FM\26DEN1.SGM
U.S.C. 78s(b)(3)(A)(ii).
CFR 240.19b–4.
26DEN1
Federal Register / Vol. 89, No. 247 / Thursday, December 26, 2024 / Notices
the person is a member of the selfregulatory organization, which renders
the proposed rule change effective upon
filing. 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:
ddrumheller on DSK120RN23PROD with NOTICES1
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–
NYSEAMER–2024–79 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–NYSEAMER–2024–79. 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
a.m. and 3 p.m. Copies of the filing also
will be available for inspection and
copying at the principal office of the
Exchange. Do not include personal
identifiable information in submissions;
you should submit only information
that you wish to make available
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19:37 Dec 23, 2024
Jkt 265001
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–NYSEAMER–2024–79 and should
be submitted on or before January 16,
2025.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.17
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2024–30687 Filed 12–23–24; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–101966; File No. SR–NYSE–
2024–78]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Amend
Sections 902.02, 902.03 and 902.08 of
the NYSE Listed Company Manual To
Amend Initial Listing Fees and Certain
of Its Annual Fees Applicable to Listed
Issuers and Establish a Maximum Fee
for Debt Securities and Structured
Products
December 18, 2024.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934
(‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that on December
5, 2024, 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
Sections 902.02, 902.03 and 902.08 of
the NYSE Listed Company Manual (the
‘‘Manual’) to (i) amend its initial listing
fee and certain of its annual fees
charged to listed issuers, and (ii)
establish a maximum fee payable in a
calendar year for debt securities and
structured products listed on the NYSE
Bonds platform. The proposed rule
17 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 15 U.S.C. 78a.
3 17 CFR 240.19b–4.
1 15
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105157
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 its
initial listing fee and certain of its
annual fees charged to listed issuers as
set forth in Sections 902.02 and 902.03
of the Manual. The proposed changes
will take effect from the beginning of the
calendar year commencing on January 1,
2025.
The Exchange currently charges a flat
initial listing fee of $300,000 the first
time an issuer lists a class of common
shares on the Exchange. The Exchange
proposes to increase this flat initial
listing fee by $25,000 from $300,000 to
$325,000. Section 902.03 of the Manual
contains examples of how listing fees
are calculated for certain UPREITs, U.S.
issuers and foreign private issuers. The
Exchange proposes to make conforming
changes to these examples in Section
902.03 to reflect the new $325,000 flat
initial listing fee.
The Exchange currently charges an
annual fee of $0.001265 per share for
each of the following: a primary class of
common shares (including Equity
Investment Tracking Stocks); each
additional class of common shares
(including tracking stock); a primary
class of preferred stock (if no class of
common shares is listed); each
additional class of preferred stock
(whether primary class is common or
preferred shares); and each class of
warrants or rights. The Exchange
proposes to change the per share annual
fee for the foregoing classes of securities
from $0.001265 per share to $0.001285
per share.
E:\FR\FM\26DEN1.SGM
26DEN1
Agencies
[Federal Register Volume 89, Number 247 (Thursday, December 26, 2024)]
[Notices]
[Pages 105154-105157]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-30687]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-101967; File No. SR-NYSEAMER-2024-79]
Self-Regulatory Organizations; NYSE American LLC; Notice of
Filing and Immediate Effectiveness of Proposed Change to Amend Sections
140 and 141 of the NYSE American Company Guide to Amend the Original
and Annual Listing Fees for Bonds and the Annual Fee for Stock Issues
December 18, 2024
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given
that, on December 16, 2024, NYSE American LLC (``NYSE American'' 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.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 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 amend Sections 140 and 141 of the NYSE
American Company Guide (the ``Company Guide') to (i) amend the original
and annual listing fees for bonds, and (ii) amend the annual fee for
stock issues. 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 Sections 140 and 141 of the Company
Guide to (i) amend the original and annual listing fees for bonds, and
(ii) amend the annual fee for stock issues. The proposed changes will
take effect from the beginning of the calendar year commencing on
January 1, 2025.
The Exchange currently charges an annual fee of $55,000 to issuers
with 50 million or fewer shares outstanding and an annual fee of
$75,000 to issuers with more than 50 million shares outstanding. The
Exchange proposes to amend Section 141 of the Company Guide to increase
the annual fee for issuers with 50 million or fewer shares outstanding
to $60,000, and to increase the annual fee for issuers with more than
50 million shares outstanding to $80,000.
The proposed increase to the annual fee for stock issues reflects
increases in the costs the Exchange incurs in providing services to
listed companies on an ongoing basis including in relation to company
events and advocacy on behalf of listed companies, as well as increases
in the costs of conducting its related regulatory activities. The
Exchange proposes to make the aforementioned fee increases to better
reflect the Exchange's costs related to listing equity securities and
the corresponding value of such listing to companies.
The revised annual fee for stock issues will be applied in the same
manner to all issuers with listed securities in the affected categories
and the Exchange believes that the changes will not disproportionately
affect any specific category of issuers.
Pursuant to Section 140 of the Company Guide, the Exchange
currently charges an original listing fee for bond issues equal to $100
per $1 million principal amount (or fraction thereof) and subject to a
minimum original listing fee of $5,000 and a maximum fee of $10,000.
Pursuant to Section 141 of the Company Guide, the Exchange currently
charges an annual fee for listed bonds equal to $5,000.
Similar to bonds listed on New York Stock Exchange LLC (``NYSE''),
bonds that are listed on NYSE American trade on the NYSE Bonds
platform. The quantitative original listing standards for bonds listed
on the NYSE or NYSE American exchanges are nearly identical.\4\ Because
bonds listed on NYSE American and NYSE are subject to the same
quantitative listing standards (except as described in Footnote 3) and
trade on the same NYSE Bonds platform, the Exchange believes it is
appropriate to align the original and annual fee schedule for bonds
listed on NYSE American with the schedule applicable to bonds listed on
the NYSE \5\ as the value of a bond listing is the same to an issuer
regardless of the exchange on which the bond is listed.
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\4\ See Section 104 of the Company Guide and Sections 102.03 and
103.05 of the NYSE Listed Company Manual. To qualify for original
listing, both NYSE American and NYSE require that a bond (i) have an
aggregate market value or principal amount of at least $5,000,000,
and (ii) meet one of several enumerated issuer or bond rating
statuses. With respect to convertible bonds, the NYSE requires that
an issue have an aggregate market value or principal amount of no
less than $10,000,000. NYSE American does not have a similar
requirement.
\5\ See Section 902.08 of the NYSE Listed Company Manual.
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Accordingly, the Exchange proposes to amend Section 140 of the
Company Guide to specify that listed bonds will be subject to a flat
original listing fee of $25,000.\6\ The Exchange proposes to
[[Page 105155]]
amend the annual fees for bonds contained in Section 141 of the Company
Guide to eliminate the $5,000 flat annual fee and instead adopt a
tiered annual fee schedule based on the number of bonds that an issuer
has listed on the Exchange. As revised, an issuer that has at least one
and no more than five listed bonds will pay an annual fee of $25,000.
An issuer that has at least six and no more than 10 listed bonds will
pay an annual fee of $50,000. An issuer that has at least 11 and no
more than 15 listed bonds will pay an annual fee of $75,000. An issuer
that has more than 15 listed bonds will pay an annual fee of $100,000.
Because the Exchange is seeking to adopt a tiered annual fee schedule,
the Exchange proposes to delete language in Section 141 related to
prorating the annual fee for a bond in its first year of listing. The
Exchange notes that the proposed amendment will result in a fee
increase for issuers that list bonds on the Exchange. However, as
discussed above, because bonds listed on the Exchange trade on the NYSE
Bonds platform similar to bonds listed on the NYSE, the Exchange
believes that the value of the bond listing is comparable across NYSE
American and NYSE and it is appropriate to align the fee schedule.
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\6\ Section 902.08 of the NYSE Listed Company Manual specifies
that domestic listed debt of issuers exempt from registration under
the Securities and Exchange Act of 1934 (``Exempt Issuers'') is not
subject to any listing fee. Section 902.08 of the NYSE Listed
Company Manual further specifies that bonds whose listing is
transferred from another national securities exchange or that list
in conjunction with their voluntary delisting from a regulated
foreign exchange are not subject to initial listing fees or any
annual listing fee in their first partial yar of listing. NYSE
American does not currently list debt securities of Exempt Issuers
so it does not propose to add this provision to its rule. Similarly,
issuers have not historically transferred bonds to NYSE American
from another national securities exchange or listed bonds on NYSE
American in conjunction with their voluntary delisting from a
regulated foreign exchange. Therefore, NYSE American does not
propose to add this provision to its rules.
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The Exchange further notes that Section 141 of the Company Guide
currently sets forth the annual fee for listed bonds of companies whose
equity securities are not listed on the Exchange, but does not contain
a corresponding fee schedule for listed bonds of companies whose equity
securities are listed on the Exchange.\7\ Under Section 104 of the
Company Guide, a bond may qualify for listing if its issuer has equity
securities listed on the Exchange, the New York Stock Exchange or
Nasdaq. With respect to bond listing fees, the Exchange doesn't believe
that issuers should be charged differently depending on where their
equity securities are listed. Therefore, the Exchange proposes to
delete the limiting text in Section 141 that the current fee schedule
applies only to listed bonds of companies whose equity securities are
not listed on the Exchange. Instead, the proposed fee schedule will
apply to all listed bonds regardless of where the issuer's equity
securities are listed.
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\7\ Currently, there are no bonds listed on the Exchange that
are issued by companies whose equity securities are listed on the
Exchange.
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The Exchange proposes to further amend Section 141 of the Company
Guide to adopt an overall cap of $100,000 on the original and annual
fees that may be paid by an issuer of listed bonds in any calendar
year. The Exchange notes that issuers will frequently issue bonds from
various wholly-owned financing subsidiaries. Therefore, for purposes of
calculating the fee cap, the Exchange will aggregate listing fees for
bonds of an issuer and its wholly-owned subsidiaries.\8\
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\8\ The Exchange will determine that an issuer is a wholly-owned
subsidiary of an affiliated issuer based on the offering documents
for the applicable bond issuance.
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The Exchange notes that companies frequently issue several series
of bonds at the same time. For example, as part of a single offering, a
company may issue debt securities of different series with varying
maturities (ex. 5-year, 10-year, 20-year or 30-year). In the Exchange's
experience, there are efficiencies in (i) qualifying for listing
multiple series of bonds of the same issuer, and (ii) servicing such
listings on an ongoing basis. Because of these efficiencies, the
Exchange believes it is appropriate to establish a maximum fee of
$100,000 payable by an issuer of listed bonds in any calendar year.\9\
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\9\ Concurrent with this filing, the New York Stock Exchange is
proposing to also adopt a $100,000 maximum fee cap for bond listing
fees.
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2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\10\ in general, and furthers the
objectives of Section 6(b)(4) \11\ 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,\12\
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.
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\10\ 15 U.S.C. 78f(b).
\11\ 15 U.S.C. 78f(b)(4).
\12\ 15 U.S.C. 78f(b)(5).
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The Exchange believes that it is not unfairly discriminatory and
represents an equitable allocation of reasonable fees to amend Section
141 of the Company Guide to increase the annual fees for listed equity
securities as set forth above because of the increased costs incurred
by the Exchange since it established the current rates.
The Exchange believes that it is not unfairly discriminatory and
represents an equitable allocation of reasonable fees to amend Sections
140 and 141 of the Company Guide to adopt (i) a flat $25,000 original
listing fee for bonds and (ii) a tiered annual listing fee for bonds
based on the number of bonds an issuer has listed on the Exchange. In
this regard, the Exchange believes it is reasonable to align the
Exchange's bond original and annual listing fees with those of the
NYSE, as bonds listed on either exchange trade on the NYSE Bonds
platform and are subject to nearly identical quantitative listing
standards.
The Exchange believes that it is not unfairly discriminatory and
represents an equitable allocation of reasonable fees to amend Section
141 to establish a maximum fee cap payable in any calendar year by an
issuer of bonds because the Exchange experiences efficiencies is
qualifying and servicing the listing of multiple series of bonds of the
same issuer (or a wholly-owned subsidiary of such issuer).
The Proposed Changes Are Reasonable
The Exchange believes that the proposed changes to the annual fee
schedule for listed equity securities are reasonable. In that regard,
the Exchange notes that its general costs to support its listed
companies have increased, including due to price inflation. The
Exchange also continues to expand and improve the services it provides
to listed companies. Specifically, the Exchange has (among other
things) increased expenditure on listed companies and the value of an
NYSE listing by increasing programming for listed companies and
enhancing its conference space which can be utilized by listed
companies.
The Exchange believes it is reasonable to align the Exchange's bond
original and annual listing fees with those of the NYSE, as bonds
listed on either exchange trade on the NYSE Bonds platform and are
subject to nearly identical quantitative listing standards. Therefore,
the value of a bond listing to an issuer is the same regardless of the
exchange on which the bond is listed.
The Exchange believes that it is reasonable to establish a maximum
fee cap payable in any calendar year by an issuer of bonds because
there are efficiencies in listing multiple series of bonds of the same
issuer (or a wholly-owned subsidiary of such issuer).
The Exchange operates in a highly competitive marketplace for the
listing of the various categories of securities affected by the
proposed annual fee adjustments. The Commission has repeatedly
expressed its preference for
[[Page 105156]]
competition over regulatory intervention in determining prices,
products, and services in the securities markets. Specifically, in
Regulation NMS,\13\ the Commission highlighted the importance of market
forces in determining prices and SRO revenues and, also, recognized
that current regulation of the market system ``has been remarkably
successful in promoting market competition in its broader forms that
are most important to investors and listed companies.'' \14\
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\13\ Securities Exchange Act Release No. 34-51808 (June 9,
2005); 70 FR 37496 (June 29, 2005) (``Regulation NMS'').
\14\ See Regulation NMS, 70 FR at 37499.
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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 adoption of the proposed
increase the annual listing fee for equity securities represents a
reasonable attempt to address the Exchange's increased costs in
servicing these listings while continuing to attract and retain
listings. The establishment of a flat original listing fee, a tiered
annual listing fee, and a maximum fee cap payable in a calendar year by
an issuer of bonds represents a reasonable attempt to accurately
reflect the Exchange's costs in listing and servicing such securities.
The Exchange proposes to make the aforementioned fee increases in
Sections 140 and 141 of the Company Guide to better reflect the value
of such listing to issuers.
The Proposal Is an Equitable Allocation of Fees
The Exchange believes its proposal equitably allocates its fees
among its market participants.
The Exchange believes that the proposed amendments to the annual
fees for equity securities are equitable because they do not change the
existing framework for such fees, but simply increase the amount of the
annual fee to reflect increased operating costs. Similarly, as the fee
structure remains effectively unchanged apart from the proposed
increases in the rates paid by all issuers, the changes to the annual
fee for equity securities neither target nor will they have a disparate
impact on any particular category of issuer.
The Exchange believes that the adoption of a flat original listing
fee and a tiered annual listing fee for bonds is equitable because it
accurately reflects the value of a bond listing to an issuer while
recognizing the efficiencies realized by the Exchange when listing
multiple series of bonds. The Exchange believes that the proposed flat
original fee and tiered annual fee is equitable because it will apply
equally to all issuers and will not target nor have a disparate impact
on any particular category of issuer.
The Exchange believes that the proposed maximum fee cap for issuers
of bonds is equitable because the work required to list a bond does not
increase on a proportional basis for each additional series of bonds
that are listed on the Exchange. There are efficiencies in listing
multiple series of bonds and the Exchange believes that its proposed
fee cap is an equitable reflection of such efficiencies.
The Proposal Is Not Unfairly Discriminatory
The Exchange believes that the proposal is not unfairly
discriminatory. The proposed fee changes are not unfairly
discriminatory among issuers of operating company equity securities
because the same fee schedule will apply to all such issuers. The
proposed changes to the original and annual fee schedule for bonds is
not unfairly discriminatory because the same schedule will apply to all
bond issuers and the proposed fee cap will be available to all issuers.
Further, the Exchange operates in a competitive environment and its
fees are constrained by competition in the marketplace. Other venues
currently list all of the categories of securities covered by the
proposed fees and if a company believes that the Exchange's fees are
unreasonable it can decide either not to list its securities or to list
them on an alternative venue. Currently, there are few bonds listed on
the Exchange. While the listing fees for such bonds will increase under
the proposed rule change, the Exchange notes that all listed bonds
(whether listed on the Exchange or the NYSE) trade on the NYSE Bonds
platform. The value of the listing to a specific bond issuer,
therefore, is the same. Accordingly, the Exchange believes it is not
unfairly discriminatory to align the Exchange's bond listing fee
schedule with the NYSE's corresponding schedule.
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. The proposed rule change is
designed to ensure that the fees charged by the Exchange accurately
reflect the services provided and benefits realized by listed issuers.
The market for listing services is extremely competitive. Each listing
exchange has a different fee schedule that applies to issuers seeking
to list securities on its exchange. Issuers have the option to list
their securities on these alternative venues based on the fees charged
and the value provided by each listing. Because issuers have a choice
to list their securities on a different national securities exchange,
the Exchange does not believe that the proposed fee changes impose a
burden on competition.
Intramarket Competition
The proposed amended fees will be charged to all listed issuers on
the same basis. The Exchange does not believe that the proposed amended
fees 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, and because issuers may change their chosen
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
Pursuant to Section 19(b)(3)(A)(ii) of the Act,\15\ and Rule 19b-
4(f)(2) thereunder \16\ the Exchange has designated this proposal as
establishing or changing a due, fee, or other charge imposed on any
person, whether or not
[[Page 105157]]
the person is a member of the self-regulatory organization, which
renders the proposed rule change effective upon filing. 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.
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\15\ 15 U.S.C. 78s(b)(3)(A)(ii).
\16\ 17 CFR 240.19b-4.
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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-NYSEAMER-2024-79 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-NYSEAMER-2024-79. 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
a.m. and 3 p.m. Copies of the filing also will be available for
inspection and copying at the principal office of the Exchange. 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-NYSEAMER-2024-79 and should
be submitted on or before January 16, 2025.
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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J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2024-30687 Filed 12-23-24; 8:45 am]
BILLING CODE 8011-01-P