[Federal Register Volume 76, Number 75 (Tuesday, April 19, 2011)]
[Notices]
[Pages 21932-21934]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2011-9432]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-64299; File No. SR-NYSE-2011-14]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Alter Listing Fees Applicable to Debt Securities and Structured
Products
April 14, 2011.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that, on April 11, 2011, the 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
and II below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend Section 902.08 of the Listed Company
Manual (the ``Manual'') to alter its listing fees applicable to debt
securities and
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structured products. The text of the proposed rule change is available
at the Exchange's principle office, the Commission's Public Reference
Room, and http://www.nyse.com, and on the Commission's Web site at
http://www.sec.gov.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of, and basis for, the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of 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
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to amend Section 902.08 of the Manual to
alter its listing fees applicable to debt securities and structured
products. This filing does not amend the listing fees applicable to
equity securities of operating companies.
The Exchange currently applies the fee schedule set forth in
Section 902.08 to all securities (including short-term securities) that
list under the debt standard in Section 703.19 \3\ and trade on NYSE
Bonds (``Affected Products''). Under the current Rule, listed companies
and their affiliates pay a flat $15,000 for Affected Products and such
Affected Products are not assessed annual fees. Effective July 1, 2011
and thereafter, the Exchange proposes to amend Section 902.08 to (i)
reduce the initial listing fee for Affected Products from $15,000 to
$5,000 and (ii) impose an annual fee of $5,000 for Affected
Products.\4\ Issuers who have paid the initial listing fee of $15,000
prior to July 1, 2011 shall receive a waiver of the annual fees imposed
under the amended Rule until January 1, 2014 in order to provide a more
equitable allocation of fees among such issuers before and after the
fee change.\5\
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\3\ The general categories of securities that are currently
listed under Section 703.19 are: (1) Capital securities; (2) retail
debt securities; (3) mandatory convertible securities; and (4)
repackaged securities.
\4\ For Affected Products listed on or after July 1, 2011, such
issuers will pay a pro-rated annual fee for 2011.
\5\ The Exchange believes that the proposed fee structure and
three year waiver provides a fair allocation of fees and an
appropriate transition period for issuers. For example, an issuer
that paid the initial listing fee of $15,000 on January 1, 2011 will
not be assessed an annual fee of $5,000 until January 1, 2014. Thus,
as of that date, such issuer will have paid in total $20,000 for
listing the Affected Product on the Exchange (the initial listing
fee of $15,000 plus the $5,000 annual fee paid on January 1, 2014).
An issuer that lists an Affected Product on January 1, 2012 will pay
$10,000 in 2012 (a $5,000 initial listing fee and a $5,000 annual
fee), a $5,000 annual fee on January 1, 2013, and a $5,000 annual
fee on January 1, 2014. Thus, as of January 1, 2014, such issuer
also will have paid in total $20,000 for listing the Affected
Product on the Exchange.
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2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with the provisions of Section 6(b) of the Securities Exchange Act of
1934 (the ``Act''),\6\ in general, and Section 6(b)(4) of the Act,\7\
in particular, in that it is designed to provide for the equitable
allocation of reasonable dues, fees and other charges among its members
and other persons using its facilities.
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\6\ 15 U.S.C. 78f(b).
\7\ 15 U.S.C. 78f(b)(4).
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Although the initial listing fee would decline, the Exchange
anticipates that the proposed addition of annual fees would increase
the overall fees it would collect from issuers of Affected Products
over time. The Exchange believes that moving from a one-time listing
fee to a lower initial listing fee coupled with ongoing annual fees
will help to better align the Exchange's revenues and costs over the
span of the listing. The proposed increases in total fees associated
with Affected Products would support the increased costs incurred by
the Exchange for the rulemaking process, ongoing listing administration
processes, issuer services, and consultative services provided to these
issuers. In addition, higher fees for Affected Products reflect the
greater resources the Exchange would expend to provide additional
services in connection with the listing and administration of these
securities and would align the cost of Affected Products with those
fees charged for other debt securities eligible to trade on the NYSE
bond platform, which also have an initial listing fee of $5,000 and
annual fee of $5,000. Moreover, the waiver of annual fees for issuers
that previously paid the higher $15,000 initial listing fee would more
equitably allocate overall fees among issuers of such securities and
provide a fair transition to the new fee structure.
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.
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 has become effective pursuant to Section
19(b)(3)(A) of the Act \8\ and paragraph (f)(2) of Rule 19b-4
thereunder,\9\ because it establishes a due, fee, or other charge
imposed by the NYSE.
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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 the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
Send an e-mail to [email protected]. Please include
File Number SR-NYSE-2011-14 on the subject line.
Paper Comments
Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-NYSE-2011-14. This file
number should be included on the subject line if e-mail is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will
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post all comments on the Commission's Internet Web site (http://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 Web site 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. All comments received will be posted
without change; the Commission does not edit personal identifying
information from submissions. You should submit only information that
you wish to make available publicly. All submissions should refer to
File Number SR-NYSE-2011-14 and should be submitted on or before May
10, 2011
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\10\
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\10\ 17 CFR 200.30-3(a)(12).
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Cathy H. Ahn,
Deputy Secretary.
[FR Doc. 2011-9432 Filed 4-18-11; 8:45 am]
BILLING CODE 8011-01-P