[Federal Register Volume 76, Number 232 (Friday, December 2, 2011)]
[Notices]
[Pages 75573-75575]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2011-30983]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-65845; File No. SR-NYSE-2011-59]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change 
Amending Its Listed Company Manual To Apply Listing and Annual Fees to 
Foreign Private Issuers of Certain Debt Securities

November 28, 2011.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that, on November 18, 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, 
II, and III 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 the Listed Company Manual to include 
a fee that it believes was inadvertently omitted. In particular, the 
Exchange proposes to apply Listing and Annual fees to foreign private 
issuers of debt securities listed under Section 103.05 of the Listed 
Company Manual. The text of the proposed rule change is available at 
the Exchange, the Commission's Public Reference Room, and http://www.nyse.com.

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

[[Page 75574]]

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
    NYSE proposes to amend the Listed Company Manual to include a fee 
that it believes was inadvertently omitted. In particular, the Exchange 
proposes to apply Listing and Annual Fees to foreign private issuers of 
debt securities listed under Section 103.05 of the Listed Company 
Manual.
Debt Securities Listed Under Section 102.03 or 103.05
    Under Section 102.03 of the Listed Company Manual, a debt security 
for a domestic company may be listed on the Exchange if it has an 
aggregate market value or principal amount of no less than $5,000,000 
and meets certain other requirements.\3\ Under Section 103.05, a debt 
security of a foreign private issuer also may be listed on the Exchange 
if it has an aggregate market value or principal amount of no less than 
$5,000,000 and meets certain requirements substantially similar to 
those applicable to a domestic debt security.\4\
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    \3\ The debt security must be characterized by one of the 
following conditions: (a) The issuer of the debt security has equity 
securities listed on the Exchange; (b) an issuer of equity 
securities listed on the Exchange directly or indirectly owns a 
majority interest in, or is under common control with, the issuer of 
the debt security; (c) an issuer of equity securities listed on the 
Exchange has guaranteed the debt security; (d) a nationally 
recognized securities rating organization (``NRSRO'') has assigned a 
current rating to the debt security that is no lower than an S&P 
Corporation ``B'' rating or an equivalent rating by another NRSRO; 
or (e) if no NRSRO has assigned a rating to the issue, an NRSRO has 
currently assigned (i) an investment grade rating to a senior issue, 
or (ii) a rating that is no lower than an S&P Corporation ``B'' 
rating, or an equivalent rating by another NRSRO, to a pari passu or 
junior issue.
    \4\ The only difference in the requirements is that under 
Section 102.03, a convertible debt issue must have an aggregate 
market value or principal amount of no less than $10,000,000 and may 
be listed only if the underlying equity securities are subject to 
real-time last sale reporting in the United States.
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    The Listing and Annual Fees for debt securities listed under 
Section 102.03 are set forth in Section 902.08. For the non-listed debt 
securities of NYSE equity issuers and affiliated companies, and for the 
domestic debt securities of issuers exempt from registration under 
[sic] Securities and Exchange Act of 1934 (the ``Act''), no fees are 
charged. For the listed debt securities of NYSE equity issuers and 
affiliated companies, an initial Listing Fee of $5,000 and an Annual 
Fee of $5,000 are charged. For all other debt securities listed under 
Section 102.03, an initial Listing Fee of $5,000 and an Annual Fee of 
$5,000 are charged.
    Under Section 902.02, certain Listing and Annual Fees that may be 
billed to an issuer in a calendar year are currently capped at 
$500,000. Listing and Annual Fees for securities listed under Section 
102.03 are currently subject to the $500,000 cap in Section 902.02.
    The Exchange proposes to amend Section 902.08 to make it also 
applicable to debt securities listed under Section 103.05; the Exchange 
believes that such a reference to Section 103.05 was inadvertently 
omitted because the Exchange intended to treat these similarly situated 
securities in the same way for fee purposes. The Exchange believes that 
there is no substantial difference between the listing support, 
regulatory, and administrative activities that must be carried out for 
securities listed under Section 102.03 or 103.05 and accordingly these 
securities should be charged the same fees.\5\
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    \5\ Like securities listed under Section 102.03, Listing and 
Annual Fees for securities listed under Section 103.05 would be 
subject to the $500,000 cap in Section 902.02.
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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. The Exchange believes 
that the proposed fees for foreign private issuers of debt are 
reasonable and equitably allocated because they are the same fees that 
are charged to issuers of domestic debt listed under substantially the 
same criteria. The Exchange engages in the same listing support, 
regulatory, and administrative activities for domestic securities 
listed under Section 102.03 as it does for foreign securities listed 
under Section 103.05.
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    \6\ 15 U.S.C. 78f(b).
    \7\ 15 U.S.C. 78f(b)(4).
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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.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

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

    The foregoing rule change is effective upon filing pursuant to 
Section 19(b)(3)(A) \8\ of the Act and subparagraph (f)(2) of Rule 19b-
4 \9\ thereunder, because it establishes a due, fee, or other charge 
imposed by the Exchange. At any time within 60 days of the filing of 
such proposed rule change, the Commission summarily may temporarily 
suspend such rule change if it appears to the Commission that such 
action is necessary or appropriate in the public interest, for the 
protection of investors, or otherwise in furtherance of the purposes of 
the Act.
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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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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 email to [email protected]. Please include 
File Number SR-NYSE-2011-59 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-2011-59. 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 Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements

[[Page 75575]]

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 inspection and copying in the 
Commission's Public Reference Section, 100 F Street NE., Washington, DC 
20549-1090. Copies of the filing will also be available for inspection 
and copying at the NYSE's principal office and on its Internet Web site 
at http://www.nyse.com. 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-2011-59 and should be submitted on or before December 23, 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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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2011-30983 Filed 12-1-11; 8:45 am]
BILLING CODE 8011-01-P