[Federal Register Volume 83, Number 37 (Friday, February 23, 2018)]
[Notices]
[Pages 8140-8142]
[FR Doc No: 2018-03693]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82731; File No. SR-NYSE-2018-06]

Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend Section 902.11 of the Exchange's Listed Company Manual Concerning
Fees Applicable to Acquisition Companies for Shares Issued in
Connection With the Consummation of a Business Combination

February 16, 2018.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that, on February 6, 2018, 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 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 Section 902.11 of the Exchange's
Listed Company Manual (the ``Manual'') to provide that Acquisition
Companies remaining listed after consummation of their Business
Combination will not be required to pay listing fees in relation to any
additional shares issued in connection with the consummation of the
Business Combination. 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
    Section 102.06 of the Manual provides for the listing of companies
(``Acquisition Companies'' or ``ACs'') with no prior operating history
that conduct an initial public offering of which at least 90% of the
proceeds, together with the proceeds of any other concurrent sales of
the AC's equity securities, will be held in a trust account controlled
by an independent custodian until consummation of a business
combination in the form of a merger, capital stock exchange, asset
acquisition, stock purchase,

reorganization, or similar business combination with one or more
operating businesses or assets (a ``Business Combination'') with a fair
market value equal to at least 80% of the net assets held in trust (net
of amounts disbursed to management for working capital purposes and
excluding the amount of any deferred underwriting discount held in
trust). A listed AC may remain listed upon consummation of its Business
Combination, provided it meets the criteria specified in Section
802.01B of the Manual.
    In the experience of the Exchange, an AC will frequently reconsider
its listing venue in connection with the consummation of its Business
Combination.\4\ The Business Combination is a transformative event in
the life cycle of an AC, when it becomes an operating company instead
of a blank check company. In connection with that transformation, an AC
will frequently put in place a new management team and significantly
change its board of directors and it will often have a significantly
different shareholder base after the Business Combination than it had
as an AC. In effect, an AC after its Business Combination is a
completely different company and it is for this reason that the board
and management of the company after the transaction would want to
reconsider the positioning of the company in many respects, including
its listing venue.
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    \4\ The Exchange began to list ACs on a regular basis in the
last year, so the practice of ACs changing listing venue at the time
of their Business Combination has not yet involved any companies
transferring away from the NYSE in those circumstances.
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    The market for the retention or transfer to another exchange of
these companies is very competitive and a number of transfers to a new
listing venue have occurred in recent times in connection with the
completion of an AC's Business Combination. The listing rules of the
Exchange,\5\ NYSE American \6\ and NASDAQ Global Market \7\ all provide
for a waiver of all initial listing fees in connection with a transfer
from another national securities exchange, so an AC moving its listing
upon consummation of its Business Combination never has to pay any
listing fees in connection with such transfer or the issuance of any
new shares at the time of its Business Combination. By contrast, under
current Exchange rules, an AC remaining listed on the Exchange upon
consummation of its Business Combination would have to pay additional
listing fees in relation to any additional shares issued in connection
with the Business Combination. These fees can be significant in many
instances, as many ACs issue significant numbers of new shares to the
shareholders of the target company in their Business Combination. In
such instances, the AC is faced with the anomalous situation where
there would be no listing fee burden associated with a transfer to
another exchange but it would be required to pay significant additional
listing fees if it remains on its incumbent exchange.
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    \5\ See Section 902.02 of the Manual.
    \6\ See Section 140 of the NYSE American Company Guide.
    \7\ See NASDAQ Marketplace Rule 5910(7) [sic].
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    To eliminate this disparate treatment of companies listing after a
Business Combination, the Exchange proposes to amend Section 902.11 of
the Manual to provide that any AC remaining listed on the Exchange upon
consummation of its Business Combination will not be subject to any
additional listing fees with respect to any shares issued in connection
with such Business Combination.\8\
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    \8\ The Exchange believes that it is appropriate to provide this
waiver to an AC at the time of its Business Combination and not to
an operating company that would also be subject to additional
listing fees in connection with a share issuance subsequent to
listing. In the Exchange's experience, there is generally no
parallel to the Business Combination in the life cycle of an
operating company which would cause it to reconsider its listing
venue at the time it issued additional shares, so the anomaly the
Exchange seeks to address in relation to ACs is not relevant to
operating companies.
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    The Exchange does not expect the revenues it forgoes as a result of
the proposed waiver to negatively affect its ability to conduct its
regulatory program.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\9\ in general, and furthers the
objectives of Sections 6(b)(4) \10\ of the Act, in particular, in that
it is designed to provide for the equitable allocation of reasonable
dues, fees, and other charges and is not designed to permit unfair
discrimination among its members and issuers and other persons using
its facilities. The Exchange also believes that the proposed rule
change is consistent with Section 6(b)(5) of the Act, in particular 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.
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    \9\ 15 U.S.C. 78f(b).
    \10\ 15 U.S.C. 78f(b)(4).
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    The Exchange believes that the proposed rule change is consistent
with Sections 6(b)(4) and 6(b)(5) of the Act in that it represents an
equitable allocation of fees and does not unfairly discriminate among
listed companies. In particular, the Exchange notes that the proposed
amendment is not unfairly discriminatory as it will result in an AC
that remains listed on the Exchange after its Business Combination
being treated the same as an AC that transfers to the Exchange from
another listing venue or transfers to another listing venue at that
time. The Exchange also believes the proposed rule change is not
discriminatory with respect to listed operating companies, as operating
companies generally do not have an event in their life cycle parallel
to the Business Combination for an AC which would normally give rise to
a reconsideration of the company's listing venue.

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 purpose of the Act. The proposed rule change does
not impose any burden on competition, as it will have the effect of
treating an AC that remains listed on the Exchange after its Business
Combination the same for fee purposes as an AC that transfers to the
Exchange from another listing venue or transfers to another listing
venue at that time.

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) \11\ of the Act and subparagraph (f)(2) of Rule
19b-4 \12\ thereunder, because it establishes a due, fee, or other
charge imposed by the Exchange.
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    \11\ 15 U.S.C. 78s(b)(3)(A).
    \12\ 17 CFR 240.19b-4(f)(2).

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    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. If the Commission
takes such action, the Commission shall institute proceedings under
Section 19(b)(2)(B) \13\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
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    \13\ 15 U.S.C. 78s(b)(2)(B).
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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-2018-06 on the subject line.

Paper Comments

     Send paper comments in triplicate to Brent J. Fields,
Secretary, Securities and Exchange Commission, 100 F Street NE,
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSE-2018-06. 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 (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 website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549 on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-NYSE-2018-06 and should be submitted on
or before March 16, 2018.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\14\
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    \14\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-03693 Filed 2-22-18; 8:45 am]
 BILLING CODE 8011-01-P


ncasi

NATIONAL COUNCIL FOR AIR AND STREAM IMPROVEMENT, INC.

P.O. Box 13318, Research Triangle Park, NC 27709-3318

Phone<PHONE_NUMBER> | Fax<PHONE_NUMBER>

                          Vipin K. Varma, PhD

<PHONE_NUMBER> |<PHONE_NUMBER>

                              HYPERLINK<EMAIL_ADDRESS><EMAIL_ADDRESS>

February 15, 2012

TO:                     Robin Dunkins, Sector Policies and
Programs Division, OAQPS

FROM:               Vipin Varma and John Pinkerton

Dear Ms Robin Dunkins,

In the December 27, 2011 Federal Register Residual Risk and Technology
Review proposal for the Pulp and Paper industry, EPA requested comments
on whether to remove or modify excess emissions allowances for Low
Volume High Concentration, High Volume Low Concentration, and steam
strippers (see FR 76 p. 81346).  Specifically, EPA has requested
information on the following:

1.     Circumstances for excess emissions and whether they qualify as
Start-up, Shutdown and Malfunction (SSM) events (and if not, why not)

2.     General categorization of excess emissions events (and causes)

3.     Differentiating between routine excess emissions events and SSM
events

4.     Frequency and duration of occurrences and, if available,
quantities of emissions

5.     Compilation of prevalent monitoring procedures and work
practices, and

6.     Whether excess emission periods are needed for technology or
operational reasons

The assembly of this kind of information, in the form of substantive
comments reflecting industry-wide practices, is a complex endeavor and
cannot be accomplished by February 27 – the end of the comment period.
 NCASI is currently designing a targeted survey, working with AF&PA and
the industry, that attempts to address EPA’s questions and information
needs.  NCASI has a strong track record of conducting surveys around
complex technical and regulatory issues and providing thorough reviews
of the same.  This survey will attempt to provide relevant information
on categories of “routine” releases that are operational or process
driven and not SSM events, their frequency, duration, and other related
information.

Comprehensive industry responses and subsequent assimilation of all data
is time consuming, especially considering other ongoing projects and
research.  Therefore, we request that EPA extend the timeline for
comments pertaining to excess emission allowances by four months until
June 27th.  This extension will enable a more comprehensive and
deliberate data collection process and more substantive and responsive
comments.

The idea of undertaking such a survey has been broached with member
companies and they are willing to respond to this survey later this
spring. I have copied some of our member companies on this e-mail with
whom we will be working to acquire this additional information.  Please
do not hesitate to contact me if you have any questions.

Best Regards

Vipin

Vipin K. Varma, PhD

NCASI Inc.

(352) 331 1745 x 260

(904) 891 5021

  HYPERLINK<EMAIL_ADDRESS><EMAIL_ADDRESS>