[Federal Register Volume 79, Number 53 (Wednesday, March 19, 2014)]
[Notices]
[Pages 15367-15371]
[FR Doc No: 2014-05987]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-71721; File Nos. SR-NYSE-2014-04; SR-NYSEMKT-2014-10;
SR-NYSEArca-2014-08]

Self-Regulatory Organizations; New York Stock Exchange LLC; NYSE
MKT LLC; NYSE Arca, Inc.; Order Granting Approval of Proposed Rule
Change Relating to a Corporate Action in Which Its Indirect Parent,
NYSE Euronext Holdings LLC, Will Become a Wholly-Owned Subsidiary of
IntercontinentalExchange, Inc.

March 13, 2014.

I. Introduction

    On January 17, 2014, each of New York Stock Exchange LLC
(``Exchange''), NYSE MKT LLC (``NYSE MKT''), and NYSE Arca, Inc.
(``NYSE Arca'' and, with the Exchange and NYSE MKT, the ``NYSE
Exchanges''), filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) \1\ of the Securities
Exchange Act of 1934 (``Act''),\2\ and Rule 19b-4 thereunder,\3\
proposed rule changes in connection with the contribution by
IntercontinentalExchange Group, Inc., a Delaware corporation (``ICE
Group''), of its 100% membership interest in NYSE Euronext Holdings
LLC, a Delaware limited liability company (``NYX Holdings''), which is
an indirect owner of a 100% interest in the NYSE Exchanges, to
IntercontinentalExchange, Inc. (``ICE Inc.''), another wholly-owned
subsidiary of ICE Group, (the ``Transfer''). The proposed rule changes
were published for comment in the Federal Register on January 30,
2014.\4\

The Commission did not receive any comment letters on the proposal.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
    \4\ See Securities Exchange Act Release Nos. 71393 (January 24,
2014), 79 FR 4996 (January 30, 2014) (SR-NYSE-2014-04) (``Notice'');
71395 (January 24, 2014), 79 FR 5003 (January 30, 2014)(SR-NYSEMKT-
2014-10); 71394 (January 24, 2014), 79 FR 4989 (January 30, 2014)
(SR-NYSEArca-2014-08).
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    The Commission has reviewed carefully the proposed rule changes and
finds that the proposed rule changes are consistent with the
requirements of the Act and the rules and regulations thereunder
applicable to a national securities exchange.\5\ In particular, the
Commission finds that the proposed rule changes are consistent with
Section 6(b) of the Act,\6\ which, among other things, requires a
national securities exchange to be so organized and have the capacity
to be able to carry out the purposes of the Act and to enforce
compliance by its members and persons associated with its members with
the provisions of the Act, the rules and regulations thereunder, and
the rules of the exchange, and assure the fair representation of its
members in the selection of its directors and administration of its
affairs, and provide that one or more directors shall be representative
of issuers and investors and not be associated with a member of the
exchange, broker, or dealer. Section 6(b) of the Act \7\ also requires
that the rules of the exchange be designed to promote just and
equitable principles of trade, 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.
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    \5\ In approving the proposed rule changes, the Commission has
considered their impact on efficiency, competition, and capital
formation. See 15 U.S.C. 78c(f).
    \6\ 15 U.S.C. 78f(b).
    \7\ Id.
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II. Discussion

    The Exchange, NYSE MKT and NYSE Arca have submitted their proposed
rule changes in connection with the transfer by ICE Group of all
membership interests in NYX Holdings to ICE Inc.
    NYX Holdings owns 100% of the equity interest of NYSE Group, Inc.,
a Delaware corporation (``NYSE Group''), which in turn directly or
indirectly owns (1) 100% of the equity interest of the NYSE Exchanges
and, (2) 100% of the equity interest of NYSE Market (DE), Inc. (``NYSE
Market''), NYSE Regulation, Inc. (``NYSE Regulation''), NYSE Arca
L.L.C., NYSE Arca Equities, Inc. (``NYSE Arca Equities'') and NYSE Amex
Options LLC (``NYSE Amex Options'') (the NYSE Exchanges, together with
NYSE Market, NYSE Regulation, NYSE Arca L.L.C., NYSE Arca Equities,
NYSE Amex Options and any similar U.S. regulated entity acquired, owned
or created after the date hereof, the ``U.S. Regulated Subsidiaries''
and each, a ``U.S. Regulated Subsidiary'').
    ICE Inc. is a wholly-owned subsidiary of ICE Group, a public
company that is listed on the Exchange. NYSE Holdings is also a direct
wholly-owned subsidiary of ICE Group. Following the Transfer, ICE Inc.
will remain a direct wholly-owned subsidiary of ICE Group.
    As a result of the Transfer, ICE Group will contribute the
membership interests in NYX Holdings to ICE Inc., at which point NYX
Holdings will become a wholly-owned subsidiary of ICE Inc., and the
U.S. Regulated Subsidiaries owned by NYX Holdings will become indirect
wholly-owned subsidiaries of ICE Inc. ICE Group will continue as the
ultimate parent entity of NYX Holdings through ICE Inc. The proposed
rule changes are necessary to effectuate the consummation of the
Transfer and will not be operative until the date of the consummation
of the Transfer (the ``Closing Date''). The proposed rule changes and
exhibits thereto contain modifications to the corporate governance
documents of ICE Inc., NYX Holdings and ICE Group \8\ that reflect the
current structure of the Transfer.\9\
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    \8\ The NYSE Exchanges propose to add to the Amended and
Restated Certificate of Incorporation of ICE Group (``ICE Group
Certificate'') and the Second Amended and Restated Bylaws of ICE
Group (``ICE Group Bylaws'') that directors of ICE Group must
consider ICE Inc. and NYX Holdings when taking certain actions.
Specifically, the provisions in the ICE Group Certificate
establishing the standard for each director's approval of ownership
or voting rights in excess of the limitations in the ICE Group
Certificate do not currently require a director to consider whether
such approval would impair the ability of ICE Inc. and NYX Holdings
to comply with the Exchange Act and the rules and regulations
thereunder. See proposed ICE Group Bylaws, Section 3.15(g)(amending
the definition of U.S. Regulated Subsidiary cross-referenced in the
ICE Group Certificate to include NYX Holdings and ICE Inc.). Also,
the provisions in the ICE Group Bylaws establishing the standards
for the board's approval of any action by ICE Group does not
currently require a director to take into consideration the effect
that such action would have on the ability of ICE Inc. and NYX
Holdings (a) to engage in conduct that fosters and does not
interfere with the ability of each such entity to prevent fraudulent
and manipulative acts and practices in the securities markets; (b)
to promote just and equitable principles of trade in the securities
markets; (c) to foster cooperation and coordination with persons
engaged in regulating, clearing, settling, processing information
with respect to, and facilitating transactions in securities; (d) to
remove impediments to and perfect the mechanisms of a free and open
market in securities and a U.S. national securities market system;
and (e) in general, to protect investors and the public interest.
See proposed ICE Group Bylaws, Section 3.14(a)(3). The ICE Group
Bylaws would be amended to add references to ICE Inc. and NYX
Holdings in each such provision.
    \9\ The NYSE Exchanges propose to amend the Third Amended and
Restated Limited Liability Company Agreement of NYX Holdings (``NYX
Holdings Operating Agreement'') to reflect that ICE Inc. will be the
sole member of the LLC as a result of ICE Group's transfer of the
membership interest in NYX Holdings to ICE Inc. and make additional
nonsubstantive conforming changes. The NYX Holdings board adopted
the resolutions in order to permit ICE Group to transfer its
membership interest in NYX Holdings to ICE Inc. and to amend the NYX
Holdings Operating Agreement to reflect the change of ownership in
Exhibit 5D-1 to the Notice. The Commission notes that, if the
Transfer is not consummated, the proposed rule changes will not
become effective.
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    Following the Transfer, ICE Group will continue to hold all of the
equity interests in ICE Inc., and ICE Inc. will hold all the membership
interests in NYX Holdings. NYX Holdings will continue to hold (1) 100%
of the equity interests of NYSE Group (which, in turn, would continue
to directly or indirectly hold 100% of the equity interests of the U.S.
Regulated Subsidiaries) and (2) 100% of the equity interest of Euronext
N.V. (``Euronext'') (which, in turn, directly or indirectly holds 100%
of the equity interests of trading markets in Belgium, France, the
Netherlands, Portugal and the United Kingdom).
    According to the NYSE Exchanges, the Transfer is part of the
process pursuant to which ICE Group will prepare for the previously
announced sale of the continental European cash equity platforms and
the derivatives trading on them (the ``Euronext Sale'') currently owned
by Euronext. According to the NYSE Exchanges, the Transfer also will
facilitate the transitioning of the derivatives businesses of another
current subsidiary of Euronext, Liffe Administration and Management, to
ICE Futures Europe, a subsidiary of ICE Inc., and will enable ICE Inc.
to continue in compliance with certain debt covenants after the
Euronext Sale.
    The NYSE Exchanges represent that the Transfer will not affect the
operation of the U.S. Regulated Subsidiaries. Other than as described
herein, the NYSE Exchanges also represent that ICE Inc. will not make
any changes to the regulated activities of the U.S. Regulated
Subsidiaries in connection with the Transfer. If ICE Inc. determines to
make any such changes to the regulated activities of any U.S. Regulated
Subsidiary, it will seek the approval of the Commission.

A. ICE Inc.

    Following the Transfer, ICE Inc. will hold all of the equity
interests in NYX Holdings, which in turn, directly or indirectly holds
100 percent of the equity interests of the U.S. Regulated Subsidiaries.
Section 19(b) of the Act

and Rule 19b-4 thereunder require a self-regulatory organization
(``SRO'') to file proposed rule changes with the Commission. Although
ICE Inc. is not an SRO, certain provisions of its proposed Fifth
Amended and Restated Certificate of Incorporation (``ICE Inc.
Certificate'') and proposed Second Amended and Restated Bylaws (``ICE
Inc. Bylaws'', and together with the ICE Inc. Certificate, ``the ICE
Inc. Articles''), along with other corporate documents, are rules of an
exchange \10\ if they are stated policies, practices, or
interpretations, as defined in Rule 19b-4 under the Act, of the
exchange, and must be filed with the Commission pursuant to Section
19(b)(4) of the Act and Rule 19b-4 thereunder. Accordingly, the NYSE
Exchanges have filed the proposed ICE Inc. Articles, along with other
corporate documents, with the Commission.
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    \10\ See Section 3(a)(27) of the Act, 15 U.S.C. 78c(a)(27). If
ICE Inc. decides to change the ICE Inc. Articles, ICE Inc. must
submit such change to the board of directors of the U.S. Regulated
Subsidiaries, and if any or all of such board of directors shall
determine that such amendment must be filed with or filed with and
approved by the Commission pursuant to Section 19 of the Act and the
rules thereunder, such change shall not be effective until filed
with or filed with and approved by the Commission, as applicable.
See proposed ICE Inc. Certificate, Article X; proposed ICE Inc.
Bylaws, Section 11.3.
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Voting and Ownership Limitations
    The NYSE Exchanges propose that, effective as of the completion of
the Transfer, the ICE Inc. Certificate would contain voting and
ownership restrictions that are substantially identical to those
currently in the ICE Group Certificate and the NYX Holdings Operating
Agreement previously approved by the Commission.\11\ These would
restrict any person, either alone or together with its related persons,
from having voting control over ICE Inc. shares entitling the holder
thereof to cause more than 10% of the votes entitled to be cast on any
matter, or beneficially owning ICE Inc. shares representing more than
20% of the outstanding votes that may be cast on any matter.\12\ These
limitations would apply in the event that ICE Group does not own all of
the issued and outstanding stock in ICE Inc.\13\ and only for so long
as ICE Inc. directly or indirectly controls any U.S. Regulated
Subsidiary or any European Market Subsidiary.\14\
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    \11\ See Securities Exchange Act Release No. 70210 (August 15,
2013), 78 FR 51758 (August 21, 2010) (order approving proposed
combination of NYSE Euronext and IntercontinentalExchange Group
Inc.).
    \12\ See proposed ICE Inc. Certificate, Article V, Sections A.1.
and B.1.
    \13\ See proposed ICE Inc. Certificate, Article V.
    \14\ See proposed ICE Inc. Certificate, Article V, Section A.1.
and B.1.
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    The ICE Inc. board of directors may waive the voting and ownership
restrictions if it makes certain determinations and expressly resolves
to permit the voting and ownership that is subject to such
restrictions, and such resolutions have been filed with, and approved
by, the Commission under Section 19(b) of the Act and filed with, and
approved by, each European Regulator having appropriate jurisdiction
and authority.\15\
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    \15\ See proposed ICE Inc. Certificate, Article V, Section A.2.
and B.2.
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    In addition, for so long as ICE Inc. directly or indirectly
controls the Exchange, NYSE Market (DE), Inc., NYSE MKT, NYSE Arca,
NYSE Arca Equities Inc. or any facility of NYSE Arca or NYSE MKT, the
ICE Inc. board of directors cannot waive the voting and ownership
limits above the 20% threshold for any person if such person or its
related persons is a member of NYSE or NYSE MKT, an ETP Holder of NYSE
Arca Equities,\16\ or an OTP Holder or an OTP Firm of NYSE Arca.\17\
Further, the ICE Inc. board of directors also cannot waive the voting
and ownership limits above the 20% threshold if such person or its
related persons is subject to any statutory disqualification (as
defined in Section 3(a)(39) of the Act) (a ``U.S. Disqualified
Person'') or has been determined by a European Regulator to be in
violation of laws or regulations adopted in accordance with the
European Directive on Markets in Financial Instruments applicable to
any European Market Subsidiary requiring such person to act fairly,
honestly and professionally (a ``European Disqualified Person'').\18\
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    \16\ ``ETP Holder'' is defined in NYSE Arca Equities Rule
1.1(m). ``OTP Holder'' and ``OTP Firm'' are defined, respectively,
in NYSE Arca Rule 1.1(q) and 1.1(r).
    \17\ See proposed ICE Inc. Certificate, Article V, Section
A.3(c) and B.3(d)-(f).
    \18\ See ICE Inc. Certificate, Article V Sections A.3(c)(i),
A.3(d)(i) and B.3(c)(i) and (ii).
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    The Commission finds the ownership and voting restrictions in the
proposed ICE Inc. Articles are consistent with the Act.

B. NYX Holdings Resolutions

    In order to allow ICE Inc. to wholly own and vote all of NYX
Holdings' membership interests upon consummation of the Transfer, ICE
Inc. delivered a written notice to the board of directors of NYX
Holdings pursuant to the procedures set forth in the NYX Holdings
Operating Agreement requesting approval of its ownership and voting NYX
Holdings membership interests in excess of the NYX Holdings voting
restriction and NYX Holdings ownership restriction.\19\ The board of
directors of NYX Holdings must resolve to expressly permit ownership or
voting in excess of the NYX Holdings voting restriction limitation and
NYX Holdings ownership restriction. Such resolution of the NYX Holdings
board of directors must be filed with and approved by the Commission
under Section 19(b) of the Act, and become effective thereunder.
Further, the board of directors may not approve any voting or ownership
in excess of the limitations unless it determines that such ownership
or exercise of voting rights (i) will not impair the ability of the
U.S. Regulated Subsidiaries, NYX Holdings, and NYSE Group to discharge
their respective responsibilities under the Act and the rules and
regulations thereunder, (ii) will not impair the ability of any
European Market Subsidiary, NYX Holdings, or Euronext to discharge
their respective responsibilities under the European Exchange
Regulations, (iii) is otherwise in the best interests of NYX Holdings,
its members, the U.S. Regulated Subsidiaries, and the European Market
Subsidiaries, and (iv) will not impair the Commission's ability to
enforce the Act or the European Regulators' ability to enforce the
European Exchange Regulations.\20\ For so long as NYX Holdings directly
or indirectly controls the Exchange or NYSE Market, NYSE Arca, NYSE
Arca Equities, any facility of NYSE Arca, or NYSE MKT, the NYX Holdings
board of directors cannot waive the voting and ownership limits above
the 20% threshold if such person or its related persons is a member of
the Exchange or NYSE MKT, or an ETP Holder, an OTP Holder or an OTP
Firm.\21\ Further, the NYX Holdings board of directors cannot waive the
voting and ownership limits above the 20% threshold if such person or
its related persons is a U.S. Disqualified Person or a European
Disqualified Person.\22\
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    \19\ Prior to permitting any person to exceed the ownership
limitation and voting limitation, such person must deliver notice of
such person's intention to exceed the ownership limitation or voting
limitation to the NYX Holdings board of directors. See NYX Holdings
Operating Agreement, Article IX, Sections 9.1(a)(2) and (b)(2).
    \20\ See NYX Holdings Operating Agreement, Article IX, Section
9.1(a)(3)(A)-(B) and Section 9.1(b)(3)(A)-(B).
    \21\ See NYX Holdings Operating Agreement, Article IX, Section
9.1(a)(3)(C).
    \22\ Id.
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    The board of directors of NYX Holdings adopted by written consent
resolutions to permit ICE Inc., either alone or with its related
persons, to

exceed the NYX Holdings ownership restriction and the NYX Holdings
voting restriction. In adopting such resolutions, the board of
directors of NYX Holdings made the necessary determinations set forth
above and approved the submission of the proposed rule changes to the
Commission. Among other things, in this notice, ICE Inc. represented to
the board of directors of NYX Holdings that neither ICE Inc., nor any
of its related persons, is (1) an NYSE Member; (2) an NYSE MKT Member;
(3) an ETP Holder; (4) an OTP Holder or OTP Firm; or (5) a U.S.
Disqualified Person or a European Disqualified Person. The NYX Holdings
board of directors also determined that ownership of NYX Holdings by
ICE Inc. is in the best interests of NYX Holdings, the owners of its
membership interests, the U.S. Regulated Subsidiaries, and the European
Market Subsidiaries.\23\
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    \23\ Such resolution of the NYX Holdings board of directors was
filed as part of the proposed rule changes. See Exhibit E to each of
the proposed rule changes, which exhibit is available on the
Commission's Web site (http://www.sec.gov/rules/sro.shtml), at the
Commission's Public Reference Room, at the NYSE, and on the NYSE's
Web site (http://www.nyse.com).
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    The Commission believes it is consistent with the Act to allow ICE
Inc. to wholly own and vote all of the membership interests of NYX
Holdings. The Commission notes that ICE Inc. represents that neither
ICE Inc. nor any of its related persons is subject to any statutory
disqualification (as defined in Section 3(a)(39) of the Act), or is a
member of the Exchange or NYSE MKT, an ETP Holder, an OTP Holder or an
OTP Firm, or a European Disqualified Person. ICE Inc. has also included
in its corporate documents certain provisions designed to maintain the
independence of the U.S. Regulated Subsidiaries' self-regulatory
functions from ICE Group, ICE Inc., NYX Holdings and NYSE Group.\24\
Accordingly, the Commission believes that the acquisition of ownership
and exercise of voting rights of NYX Holdings membership interests by
ICE Inc. will not impair the ability of the Commission or any of the
U.S. Regulated Subsidiaries to discharge their respective
responsibilities under the Act.
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    \24\ See infra note 29.
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C. Relationship of ICE Inc., NYX Holdings, NYSE Group, and the U.S.
Regulated Subsidiaries; Jurisdiction Over ICE Inc.

    ICE Inc.'s activities with respect to the operation of any of the
U.S. Regulated Subsidiaries must be consistent with, and not interfere
with, the U.S. Regulated Subsidiaries' self-regulatory obligations. The
proposed ICE Inc. corporate documents include certain provisions that
are designed to maintain the independence of the U.S. Regulated
Subsidiaries' self-regulatory functions from ICE Inc., NYX Holdings,
and NYSE Group, enable the U.S. Regulated Subsidiaries to operate in a
manner that complies with the U.S. federal securities laws, including
the objectives and requirements of Sections 6(b) and 19(g) of the
Act,\25\ and facilitate the ability of the U.S. Regulated Subsidiaries
and the Commission to fulfill their regulatory and oversight
obligations under the Act.\26\
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    \25\ 15 U.S.C. 78f(b) and 15 U.S.C. 78s(g).
    \26\ See proposed ICE Inc. Bylaws Article IX.
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    For example, under the proposed ICE Inc. Bylaws, ICE Inc. shall
comply with the U.S. federal securities laws, the European Exchange
Regulations, and the respective rules and regulations thereunder; shall
cooperate with the Commission, the European Regulators, and the U.S.
Regulated Subsidiaries.\27\ Each director, officer, and employee of ICE
Inc., to the extent in discharging his or her responsibilities shall
comply with the U.S. federal securities laws and the rules and
regulations thereunder, cooperate with the Commission, and cooperate
with the U.S. Regulated Subsidiaries.\28\ In addition, in discharging
his or her responsibilities as a member of the board, each director of
ICE Inc. must, to the fullest extent permitted by applicable law, take
into consideration the effect that ICE Inc.'s actions would have on the
ability of the U.S. Regulated Subsidiaries to carry out their
responsibilities under the Act, on the ability of the European Market
Subsidiaries to carry out their responsibilities under the European
Exchange Regulations as operators of European Regulated Markets, and on
the ability of the U.S. Regulated Subsidiaries, NYSE Group, and ICE
Inc. (i) to engage in conduct that fosters and does not interfere with
the ability of the U.S. Regulated Subsidiaries, NYSE Group, and ICE
Inc. to prevent fraudulent and manipulative acts and practices in the
securities markets; (ii) to promote just and equitable principles of
trade in the securities markets; (iii) to foster cooperation and
coordination with persons engaged in regulating, clearing, settling,
processing information with respect to, and facilitating transactions
in securities; (iv) to remove impediments to and perfect the mechanisms
of a free and open market in securities and a U.S. national securities
market system; and (v) in general, to protect investors and the public
interest.\29\ For so long as ICE Inc. directly or indirectly controls
any U.S. Regulated Subsidiary, ICE Inc., its directors, officers and
employees shall give due regard to the preservation of the independence
of the self-regulatory function of the U.S. Regulated Subsidiaries (to
the extent of each U.S. Regulated Subsidiary's self-regulatory
function) and the European Market Subsidiaries (to the extent of each
European Market Subsidiaries' self-regulatory function).\30\ Further,
ICE Inc. agrees to keep confidential all confidential information
pertaining to: (1) The self-regulatory function of the any U.S.
Regulated Subsidiary (including but not limited to disciplinary
matters, trading data, trading practices and audit information)
contained in the books and records of any of the U.S. Regulated
Subsidiaries; and (2) the self-regulatory function of the European
Market Subsidiaries under the European Exchange Regulations as operator
of a European Regulated Market (including but not limited to
disciplinary matters, trading data, trading practices and audit
information) contained in the books and records of the European Market
Subsidiaries, and not use such information for any commercial \31\
purposes.\32\
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    \27\ See proposed ICE Inc. Bylaws, Article IX, Section 9.l and
9.2.
    \28\ See proposed ICE Inc. Bylaws, Article III, Section 3.14(b).
    \29\ See proposed ICE Inc. Bylaws, Article III, Section
3.14(a)(3).
    \30\ See proposed ICE Inc. Bylaws, Article IX, Section 9.4 and
9.5.
    \31\ The Commission believes that any non-regulatory use of such
information would be for a commercial purpose. See, e.g., NYSE-
Euronext Merger Order, supra note 20, 72 FR at 8041 n. 71.
    \32\ See proposed ICE Inc. Bylaws, Article VIII, Section 8.1.
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    In addition, ICE Inc.'s books and records shall be subject at all
times to inspection and copying by the Commission, the European
Regulators, any U.S. Regulated Subsidiary (provided that such books and
records are related to the activities of such U.S. Regulated Subsidiary
or any other U.S. Regulated Subsidiary over which such U.S. Regulated
Subsidiary has regulatory authority or oversight) and any European
Market Subsidiary (provided that such books and records are related to
the operation or administration of such European Market Subsidiary or
any European Regulated Market over which such European Market
Subsidiary has regulatory authority or oversight).\33\ The ICE Inc.
Bylaws would provide that these obligations regarding such confidential
information will not be interpreted so as

to limit or impede (i) the rights of the Commission or the relevant
U.S. Regulated Subsidiary to have access to and examine such
confidential information pursuant to the U.S. federal securities laws
and the rules and regulations thereunder; or (ii) the ability of any
officers, directors, employees or agents of ICE Inc. to disclose such
confidential information to the Commission or any U.S. Regulated
Subsidiary.\34\ ICE Inc.'s books and records related to U.S. Regulated
Subsidiaries shall be maintained within the United States, and ICE
Inc.'s books and records related to European Market Subsidiaries shall
be maintained in the home jurisdiction of one or more of the European
Market Subsidiaries or of any subsidiary of ICE Inc. in Europe.\35\ The
ICE Inc. Bylaws also provide that if and to the extent than any of ICE
Inc.'s books and records may relate to both European Market
Subsidiaries and U.S. Regulated Subsidiaries (each such book and record
an ``Overlapping Record''), ICE Inc. shall be entitled to maintain such
books and records either in the home jurisdiction of one or more
European Market Subsidiaries or in the United States.\36\
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    \33\ See proposed ICE Inc. Bylaws, Article VIII, Section 8.3.
    \34\ See proposed ICE Inc. Bylaws, Article VIII, Section 8.2.
    \35\ See proposed ICE Inc. Bylaws, Article VIII, Sections 8.4
and 8.5.
    \36\ See proposed ICE Inc. Bylaws, Article VIII, Section 8.6.
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    In addition, for so long as ICE Inc. directly or indirectly
controls any U.S. Regulated Subsidiary, the books, records, premises,
officers, directors, and employees of ICE Inc. shall be deemed to be
the books, records, premises, officers, directors, and employees of the
U.S. Regulated Subsidiaries for purposes of and subject to oversight
pursuant to the Act, and for so long as ICE Inc. directly or indirectly
controls any European Market Subsidiary, the books, records, premises,
officers, directors, and employees of ICE Inc. shall be deemed to be
the books, records, premises, officers, directors, and employees of
such European Market Subsidiaries for purposes of and subject to
oversight pursuant to the European Exchange Regulations.\37\
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    \37\ See proposed ICE Inc. Bylaws, Article VIII, Sections 8.4
and 8.5.
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    ICE Inc. and its directors and, to the extent they are involved in
the activities of the U.S. Regulated Subsidiaries, ICE Inc.'s officers
and employees whose principal place of business and residence is
outside of the United States irrevocably submit to the jurisdiction of
the U.S. federal courts and the Commission with respect to activities
relating to the U.S. Regulated Subsidiaries, and to the jurisdiction of
the European Regulators and European courts with respect to activities
relating to the European Market Subsidiaries.\38\
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    \38\ See proposed ICE Inc. Bylaws, Article VII, Sections 7.1 and
7.2.
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    The ICE Inc. Bylaws would provide that ICE Inc. will take
reasonable steps necessary to cause its directors, officers and
employees, prior to accepting a position as an officer, director or
employee, as applicable, of ICE Inc. to agree and consent in writing to
the applicability to them of these jurisdictional and oversight
provisions with respect to their activities related to any U.S.
Regulated Subsidiary.\39\ Further, ICE Inc. acknowledges that it is
responsible for referring possible rule violations to the NYSE
Exchanges.
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    \39\ See proposed ICE Inc. Bylaws, Article IX, Section 9.3.
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    Finally, the proposed ICE Inc. Articles require that, for so long
as ICE Inc. controls, directly or indirectly, any of the U.S. Regulated
Subsidiaries, any changes to the proposed ICE Inc. Articles be
submitted to the board of directors of such U.S. Regulated
Subsidiaries, and if any such boards of directors determines that such
amendment is required to be filed with or filed with and approved by
the Commission pursuant to Section 19 of the Act \40\ and the rules
thereunder, such change shall not be effective until filed with or
filed with and approved by, the Commission.\41\
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    \40\ 15 U.S.C. 78s.
    \41\ See proposed ICE Inc. Bylaws, Article XI, Section 11.3;
proposed ICE Inc. Certificate, Article X(C).
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    The Commission finds that these provisions are consistent with the
Act, and that they are intended to assist the NYSE Exchanges in
fulfilling its self-regulatory obligations and in administering and
complying with the requirements of the Act. With respect to the
maintenance of books and records of ICE Inc., the Commission notes that
while ICE Inc. has the discretion to maintain Overlapping Records in
either the United States or the home jurisdiction of one or more of the
European Market Subsidiaries, ICE Inc. is liable for any books and
records it is required to produce for inspection and copying by the
Commission that are created outside the United States and where the law
of a foreign jurisdiction prohibits ICE Inc. from providing such books
and records to the Commission for inspection and copying.\42\ Moreover,
the Commission notes that NYX Holdings is under an existing obligation
to make its books and records available in compliance with the
requirements of Rule 17a-1(b).\43\
---------------------------------------------------------------------------

    \42\ See Securities Exchange Act Release Nos. 55293 (February
14, 2007), 72 FR 8033, 8041 (February 22, 2007) (SR-NYSE-2006-120).
    \43\ The Commission notes that the obligations of NYSE Euronext
established in the prior orders remains in effect for its successors
entity, i.e., NYX Holdings. NYX Holdings is currently required to
maintain in the United States originals or copies of books and
records that relate to both the U.S. Regulated Subsidiaries and its
European market subsidiaries covered by Rule 17a-1(b) promptly after
creation of such books and records. See id., 72 FR 8041, 8042.
---------------------------------------------------------------------------

    Under Section 20(a) of the Act,\44\ any person with a controlling
interest in the U.S. Regulated Subsidiaries shall be jointly and
severally liable with and to the same extent that the U.S. Regulated
Subsidiaries are liable under any provision of the Act, unless the
controlling person acted in good faith and did not directly or
indirectly induce the act or acts constituting the violation or cause
of action. In addition, Section 20(e) of the Act \45\ creates aiding
and abetting liability for any person who knowingly provides
substantial assistance to another person in violation of any provision
of the Act or rule thereunder. Further, Section 21C of the Act \46\
authorizes the Commission to enter a cease-and-desist order against any
person who has been ``a cause of'' a violation of any provision of the
Act through an act or omission that the person knew or should have
known would contribute to the violation. These provisions are
applicable to ICE Inc.'s dealings with the U.S. Regulated Subsidiaries.
---------------------------------------------------------------------------

    \44\ 15 U.S.C. 78t(a).
    \45\ 15 U.S.C. 78t(e).
    \46\ 15 U.S.C. 78u-3.
---------------------------------------------------------------------------

III. Conclusion

    For the foregoing reasons, the Commission finds that the proposed
rule change is consistent with the Act and the rules and regulations
thereunder applicable to a national securities exchange. It is
therefore ordered, pursuant to Section 19(b)(2) of the Act \47\ that
the proposed rule changes (SR-NYSE-2014-04; SR-NYSEMKT-2014-10; SR-
NYSEArca-2014-08), are approved.
---------------------------------------------------------------------------

    \47\ Id.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\48\
---------------------------------------------------------------------------

    \48\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-05987 Filed 3-18-14; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 82, Number 212 (Friday, November 3, 2017)]
[Rules and Regulations]
[Page 51158]
[FR Doc No: 2017-24028]

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DEPARTMENT OF HOMELAND SECURITY

Coast Guard

33 CFR Part 117

[Docket No. USCG-2017-0979]

Drawbridge Operation Regulation; Kent Island Narrows,
Grasonville, MD

AGENCY: Coast Guard, DHS.

ACTION: Notice of deviation from drawbridge regulation.

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SUMMARY: The Coast Guard has issued a temporary deviation from the
operating schedule that governs the U.S. Route 50/301 (Kent Narrows)
Bridge across the Kent Island Narrows, mile 1.0, at Grasonville, MD.
The deviation is necessary to facilitate a routine inspection. This
deviation allows the bridge to remain in the closed-to-navigation
position.

DATES: This deviation is effective from 9 a.m. on November 7, 2017, to
3 p.m. on November 9, 2017.

ADDRESSES: The docket for this deviation [USCG-2017-0979] is available
at http://www.regulations.gov. Type the docket number in the ``SEARCH''
box and click ``SEARCH''. Click on Open Docket Folder on the line
associated with this deviation.

FOR FURTHER INFORMATION CONTACT: If you have questions on this
temporary deviation, call or email Mr. Mickey Sanders, Bridge
Administration Branch Fifth District, Coast Guard; telephone (757) 398-
6587, email [email protected].

SUPPLEMENTARY INFORMATION: The Maryland State Highway Administration,
owner and operator of the U.S. Route 50/301 (Kent Narrows) Bridge
across the Kent Island Narrows, mile 1.0, at Grasonville, MD, has
requested a temporary deviation from the current operating schedule to
accommodate a routine inspection. The bridge has a vertical clearance
of 18 feet above mean high water (MHW) in the closed position.
    The current operating schedule is set out in 33 CFR 117.561. Under
this temporary deviation, the bridge will require 30 minutes advanced
notice to open from 9 a.m. on November 7, 2017, to 3 p.m. on November
9, 2017.
    The Kent Island Narrows is used by a variety of vessels including
small commercial vessels, recreational vessels and tug and barge
traffic. The Coast Guard has carefully coordinated the restrictions
with waterway users in publishing this temporary deviation.
    Vessels able to pass through the bridge in the closed position may
do so if at least 15 minutes notice is given. The bridge will be able
to open for emergencies and there is no immediate alternate route for
vessels unable to pass through the bridge in the closed position. The
Coast Guard will also inform the users of the waterways through our
Local and Broadcast Notice to Mariners of the change in operating
schedule for the bridge so that vessel operators can arrange their
transits to minimize any impact caused by this temporary deviation.
    In accordance with 33 CFR 117.35(e), the drawbridge must return to
its regular operating schedule immediately at the end of this effective
period of this temporary deviation. This deviation from the operating
regulations is authorized under 33 CFR 117.35.

    Dated: October 31, 2017.
Hal R. Pitts,
Bridge Program Manager, Fifth Coast Guard District.
[FR Doc. 2017-24028 Filed 11-2-17; 8:45 am]
BILLING CODE 9110-04-P


[Federal Register: March 24, 2006 (Volume 71, Number 57)]
[Notices]
[Page 14881-14882]
[DOCID:fr24mr06-59]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket Nos. EC06-93-000, et al.]

Southern California Edison Company, et al.; Electric Rate and
Corporate Filings

March 17, 2006.
    The following filings have been made with the Commission. The
filings are listed in ascending order within each docket
classification.

1. Southern California Edison Company

[Docket No. EC06-93-000]

    On March 10, 2006, Southern California Edison Company (SCE)
submitted an application pursuant to section 203 of the Federal Power
Act for authorization of the purchase by SCE from the City of Anaheim,
California (Anaheim) of Anaheim's 3.16 percent undivided interests as
tenants in common in Units 2 and 3 of the San Onofre Nuclear Generating
Station (SONGS), a nuclear power plant with a total capacity of 2,150
MW located in San Diego County, California. Anaheim's interest in SONGS
represents 68 MW.
    Comment Date: 5 p.m. eastern time on April 3, 2006.

2. Devon Power LLC, Montville Power LLC, Norwalk Power LLC, Middletown
Power LLC

[Docket No. ER04-23-016]

    Take notice on March 3, 2006, Devon Power LLC, Montville Power LLC,
Norwalk Power LLC, and Middletown Power LLC, (NRG Companies), filed its
Settlement Cost-of-Service Agreement, among the NRG Companies, NRG
Power Marketing, Inc. and ISO New England, Inc., and its final
reconciliation schedule.
    Comment Date: 5 p.m. eastern time on March 24, 2006.

3. Midwest Independent Transmission System Operator, Inc.

[Docket No. ER05-1475-004]

    Take notice that on March 14, 2006, Midwest Independent
Transmission System Operator, Inc. (Midwest ISO) filed a revision to
its March 8, 2006 compliance filing, correcting a revised tariff sheet
to its Large Generator Interconnection Agreement.
    Comment Date: 5 p.m. eastern time on March 29, 2006.

4. Midwest Independent Transmission System Operator, Inc.

[Docket No. ER06-731-000]

    Take notice that on March 10, 2006, Midwest Independent
Transmission System Operator, Inc. filed a Request for Extension of
Board Constrained Area Mitigation provisions contained in Module D of
its Open Access Transmission and Energy Markets Tariff, pursuant to the
Commission's Order issued on November 8, 2004.
    Comment Date: 5 p.m. eastern time on March 31, 2006.

5. Midland Cogeneration Venture Limited Partnership

[Docket No. ER06-733-000]

    Take notice that on March 15, 2006 Midland Cogeneration Venture
Limited Partnership filed an application for order accepting its
initial market-based rate tariff and granting certain waivers and
blanket approval, pursuant to section 205 of the Federal Power Act and
Part 35 of the Commission's Regulations.
    Comment Date: 5 p.m. eastern time on April 5, 2006.

Standard Paragraph

    Any person desiring to intervene or to protest this filing must
file in accordance with Rules 211 and 214 of the Commission's Rules of
Practice and Procedure (18 CFR 385.211, 385.214). Protests will be
considered by the Commission in determining the appropriate action to
be taken, but will not serve to make protestants parties to the
proceeding. Any person wishing to become a party must file a notice of
intervention or motion to intervene, as appropriate. Such notices,
motions, or protests must be filed on or before the comment date. On or
before the comment date, it is not necessary to serve motions to
intervene or protests on persons other than the Applicant.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper using the ``eFiling'' link at http://www.ferc.gov.
 Persons unable to file electronically should submit an

original and 14 copies of the protest or intervention to the Federal
Energy Regulatory Commission, 888 First Street, NE., Washington, DC
20426.
    This filing is accessible on-line at http://www.ferc.gov, using the

``eLibrary'' link and is available for review in the Commission's
Public Reference Room in Washington, DC. There is an ``eSubscription''
link on the Web site that enables subscribers to receive e-mail
notification when a document is added to a subscribed

docket(s). For assistance with any FERC Online service, please e-mail
<EMAIL_ADDRESS>or call<PHONE_NUMBER> (toll free). For

TTY, call<PHONE_NUMBER>.

Magalie R. Salas,
 Secretary.
[FR Doc. E6-4240 Filed 3-23-06; 8:45 am]

BILLING CODE 6717-01-P


[Federal Register Volume 79, Number 142 (Thursday, July 24, 2014)]
[Notices]
[Pages 43036-43037]
[FR Doc No: 2014-17360]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. CP14-516-000]

Trunkline LNG Company, LLC; Notice of Application

    Take notice that on July 3, 2014, Trunkline LNG Company, LLC
(Trunkline LNG), 1300 Main Street, Houston, Texas 77002, filed in the
above referenced docket an application pursuant to section 3 of the
Natural Gas Act (NGA) to vacate the certificate authority issued in
Docket Nos. CP06-120-000 and CP06-120-001. Specifically, Trunkline LNG
requests to:

(i) Dismantle and remove the facilities in Calcasieu Parish, Louisiana
authorized by the order; (ii) abandon the obligation to provide
services under Rate Schedules FAV and IAV of its tariff; and (iii)
remove Rate Schedules FAV and IAV from its tariff, all as more fully
set forth in the application which is on file with the Commission and
open to public inspection. The filing is available for review at the
Commission in the Public Reference Room or may be viewed on the
Commission's Web site web at http://www.ferc.gov using the ``eLibrary''
link. Enter the docket number excluding the last three digits in the
docket number field to access the document. For assistance, contact
FERC at<EMAIL_ADDRESS>or call toll-free,<PHONE_NUMBER> or
TYY,<PHONE_NUMBER>.
    Any questions concerning this application may be directed to
Stephen Veatch, Sr. Director, Certificates, Trunkline LNG Company, LLC,
1300 Main Street, Houston, Texas 77002, by telephone at<PHONE_NUMBER>.
    Pursuant to section 157.9 of the Commission's rules (18 CFR 157.9),
within 90 days of this Notice, the Commission staff will either:
Complete its environmental assessment (EA) and place it into the
Commission's public record (eLibrary) for this proceeding; or issue a
Notice of Schedule for Environmental Review. If a Notice of Schedule
for Environmental Review is issued, it will indicate, among other
milestones, the anticipated date for the Commission staff's issuance of
the EA for this proposal. The filing of the EA in the Commission's
public record for this proceeding or the issuance of a Notice of
Schedule for Environmental Review will serve to notify federal and
state agencies of the timing for the completion of all necessary
reviews, and the subsequent need to complete all federal authorizations
within 90 days of the date of issuance of the EA.
    There are two ways to become involved in the Commission's review of
this project. First, any person wishing to obtain legal status by
becoming a party to the proceedings for this project should, on or
before the comment date stated below file with the Federal Energy
Regulatory Commission, 888 First Street NE., Washington, DC 20426, a
motion to intervene in accordance with the requirements of the
Commission's Rules of Practice and Procedure (18 CFR 385.214 or
385.211) and the Regulations under the NGA (18 CFR 157.10). A person
obtaining party status will be placed on the service list maintained by
the Secretary of the Commission and will receive copies of all
documents filed by the applicant and by all other parties. A party must
submit seven copies of filings made in the proceeding with the
Commission and must mail a copy to the applicant and to every other
party. Only parties to the proceeding can ask for court review of
Commission orders in the proceeding.
    However, a person does not have to intervene in order to have
comments considered. The second way to participate is by filing with
the Secretary of the Commission, as soon as possible, an original and
two copies of comments in support of or in opposition to this project.
The Commission will consider these comments in determining the
appropriate action to be taken, but the filing of a comment alone will
not serve to make the filer a party to the proceeding. The Commission's
rules require that persons filing comments in opposition to the project
provide copies of their protests only to the party or parties directly
involved in the protest.
    Persons who wish to comment only on the environmental review of
this project should submit an original and two copies of their comments
to the Secretary of the Commission. Environmental commentors will be
placed on the Commission's environmental mailing list, will receive
copies of the environmental documents, and will be notified of meetings
associated with the Commission's environmental review process.
Environmental commentors will not be required to serve copies of filed
documents on all other parties. However, the non-party commentors will
not receive copies of all documents filed by other parties or issued by
the Commission (except for the mailing of environmental documents
issued by the Commission) and will not have the right to seek court
review of the Commission's final order.
    The Commission strongly encourages electronic filings of comments,
protests and interventions in lieu of paper using the ``eFiling'' link
at http://www.ferc.gov. Persons unable to file electronically should
submit an original and 5 copies of the protest or intervention to the
Federal Energy regulatory Commission, 888 First Street NE., Washington,
DC 20426.
    Comment Date: 5:00 p.m. Eastern Time on August 7, 2014.

    Dated: July 17, 2014.
Kimberly D. Bose,
Secretary.
[FR Doc. 2014-17360 Filed 7-23-14; 8:45 am]
BILLING CODE 6717-01-P