globally, the U.S. must continually innovate and attract business
from all over the globe, which the Proposed Transaction will
enable); Zhong Letter 1, supra note 9 (expressing support for the
Proposed Transaction because, among other reasons, there are
positive effects of trade and commerce between top Chinese companies
and U.S.-based companies and that trade is the fundamental basis for
positive foreign relations); Duncan Karcher Letter 1, supra note 9
(expressing support for investment by Chinese companies in the U.S.
because the increased ties through trade will benefit both
countries); Gottlieb Letter, supra note 9 (stating that the Proposed
Transaction will provide a needed opportunity and valuable window
for cross-border investments and world economies); Denholm Letter,
supra note 20 (stating that the Proposed Transaction will help grow
the business of a local stock exchange and offer the resources to
connect its businesses with the global market); Vad Letter, supra
note 20; Himebaugh Letter, supra note 20 (asserting that the
Proposed Transaction will have multiple beneficial political and
economic effects by promoting transparency into Chinese companies by
causing them to adhere to U.S. accounting standards, protecting U.S.
investors investing in Chinese securities, causing money to flow
into the U.S. from China, and fostering better relationships between
corporate leaders that could ``translate into better political
relations.''); John R. Prufeta Letter 2, supra note 20 (stating that
Proposed Transaction would attract new businesses to CHX and spur
public companies in China to list on U.S. exchanges and to be
subject to the applicable accounting and transparency rules); Su
Letter, supra note 20; Zhong Letter 2, supra note 20 (stating that
the NA Casin Group may influence potential entities to list on U.S.
exchanges); Robert R. Prufeta Letter, supra note 20 (stating that
the Proposed Transaction will improve the business climate, spur
investment, and create investment and partnership opportunities in a
well-regulation environment); Xu Letter, supra note 20 (asserting
that the Proposed Transaction would give CHX a major technology
boost and attract more foreign companies to CHX, which would benefit
the business community in the greater Chicago area); John L. Prufeta
Letter, supra note 20; Alfano Letter, supra note 20; Tara Prufeta
Letter, supra note 20; Pinho Letter, supra note 20 (stating that the
Proposed Transaction could create jobs in the U.S., permit a
relatively small U.S. stock exchange to develop a more ambitious
agenda set benchmarks of higher governance standards for the
companies from China, and promote investment flows from China to the
U.S.); and Rauner Letter, supra note 20 (stating that the capital
raised from the Proposed Transaction and a CHX primary listing
program could help stimulate the Illinois economy by providing
companies with access to additional capital they require to fund
operations, hire staff, and grow their businesses, as well as create
demand for ancillary services). Other commenters questioned these
positive effects, stating that the purchase price for the Proposed
Transaction would be received by CHX's existing stockholders, not
CHX. See Stephen Johnson Letter, supra note 20; and Strotz Letter,
supra note 20, at 1.
---------------------------------------------------------------------------

    In addition, some commenters expressed concern that the Saliba
Put Agreement and the Raptor Put Agreement could create voting
collusion between Raptor and Saliba, resulting in an aggregate
voting interest that exceeds the 20% voting limitation.\176\ The

Exchange responded that under the terms of the put agreements of
Saliba and Raptor, NA Casin Holdings could not compel Saliba or
Raptor to exercise its respective put option and that, in the event
that either put agreement is exercised, CHX rules would require the
resulting ownership structure to comport with the ownership and
voting limitations.\177\ Some of the commenters asserted that Raptor
is Saliba's nominee or business partner.\178\ NA Casin Holdings and
Saliba responded that Raptor and Saliba have never had any
relationship, are located in different cities, and are owned by
different families.\179\ In addition, one commenter asserted that
these Put Agreements are specifically designed to skirt the
Commission's exchange ownership restrictions, which would give
Chongqing Casin virtual control over the Exchange.\180\ In response,
the Exchange explained that the Put Agreements only grant Saliba and
Raptor the right to exercise their respective put options and do not
grant NA Casin Holdings the right to compel the exercise of those
rights.\181\ The Exchange also noted that any exercise of the put
rights would be subject to compliance with the ownership and voting
limitations.\182\
---------------------------------------------------------------------------

    \176\ See Brennan Letter, supra note 9, at 2; Mayer Letter,
supra note 9; Ferris Letter 1, supra note 9, at 2; Ferris Letter 2,
supra note 9, at 3-4; Bass Letter, supra note 9, at 2; and Park
Letter, supra note 9, at 4. Under the original proposed capital
structure, the aggregate holdings of Saliba and Raptor would have
been 24%.
    \177\ See CHX Response Letter 2, supra note 10, at 6.
    \178\ See Ferris Letter 1, supra note 9, at 2, n. 5; and Brennan
Letter, supra note 9, at 2.
    \179\ See NA Casin Holdings Letter 1, supra note 9, at 7; and
Saliba Letter 1, supra note 9, at 2.
    \180\ See Ciccarelli Letter, supra note 9, at 3.
    \181\ See CHX Response Letter 2, supra note 10, at 6. In
addition, some commenters asserted that a conflict of interest
exists because one of the upstream owners, Anthony Saliba, serves on
the Exchange's and CHX Holdings' boards of directors. See Brennan
Letter, supra note 9, at 2-3; Ferris Letter 1, supra note 9, at 2;
Ferris Letter 2, supra note 9, at 5; Bass Letter, supra note 9, at
2; Park Letter, supra note 9, at 4; Carney Letter, supra note 20, at
2; Strotz Letter, supra note 20, at 2; and Watson Letter, supra note
20, at 2. In response to these concerns, the Exchange noted that its
current rules require a CHX board position to be reserved for
certain CHX Holdings stockholders and asserts that there is no
unresolved conflict of interest because Mr. Saliba recused himself
from all material CHX Holdings and CHX board votes related to the
Proposed Transaction. See CHX Response Letter 3, supra note 10, at
5. In addition, NA Casin Holdings stated that Saliba did not join
the consortium of investors until after the merger agreement between
NA Casin Holdings and CHX Holdings was executed. See NA Casin
Holdings Letter 2, supra note 20, at 2.
    \182\ See CHX Response Letter 2, supra note 10, at 6.
---------------------------------------------------------------------------

    Moreover, two commenters expressed concern that CHX and the
Commission may not be aware of or able to control future transfers
of ownership or voting in contravention of the ownership and voting
limitations.\183\ One of these commenters asserted that there are
little to no controls in place at the upstream corporate ownership
level that would prevent the upstream owners from transferring their
voting power in CHX to even more opaque owners or ownership that
involves the Chinese government.\184\ The other commenter asserted
that neither the Exchange nor the Commission would know if capital
stock in China is being consolidated, resold, collateralized, or
collusively voted in violation of the 20% voting limitation.\185\
The commenter expressed concern that collusion or changes in
ownership that are unknown to the Exchange or the Commission could
hinder the Exchange's and the Commission's obligations to prevent
conflicts of interest and improper influence under Section 6(b)(5)
of the Exchange Act.\186\ In addition, the commenter asserted that
the upstream owners are not being required to amend their governing
documents to restrict collusive voting or resale of the
Exchange.\187\
---------------------------------------------------------------------------

    \183\ See Ciccarelli Letter, supra note 9, at 1; and Mayer
Letter, supra note 9.
    \184\ See Ciccarelli Letter, supra note 9, at 2.
    \185\ See Mayer Letter, supra note 9. The commenter asserted
that restricting voting of shares would not remedy ``back-room
voting collusion, share re-sale or collateralization to an unknown
party or state entity in China.'' See id.
    \186\ See id.
    \187\ See id.
---------------------------------------------------------------------------

    In response, the Exchange stated that to the contrary, the
governing documents of NA Casin Holdings and CHX Holdings do
restrict the voting and sale of the Exchange's shares.\188\ In
addition, as noted above, the Exchange affirmed its representation
that no prospective owner or any of its Related Persons under the
original capital structure would have maintained an equity interest,
or exercised voting power, in violation of the ownership and voting
limitations.\189\ The Exchange also responded that the proposed
governance documents for NA Casin Holdings and CHX Holdings provide
robust enforcement mechanisms for the ownership and voting
limitations, and that the CHX board's composition would be required
to meet certain independence requirements.\190\ The Exchange also
noted that the CHX's rules and the Exchange Act contain various
provisions that would facilitate the ability of U.S. regulators,
including the Commission, to monitor, compel, and enforce compliance
by each of the upstream owners.\191\
---------------------------------------------------------------------------

    \188\ See CHX Response Letter 1, supra note 10, at 3-4; and CHX
Response Letter 2, supra note 10, at 2-3.
    \189\ See CHX Response Letter 1, supra note 10, at 3; and CHX
Response Letter 2, supra note 10, at 2.
    \190\ See CHX Response Letter 1, supra note 10, at 3. See also
CHX Response Letter 2, supra note 10, at 3; and CHX Response Letter
4, supra note 20, at 4.
    \191\ See CHX Response Letter 2, supra note 10, at 2-4
(specifically noting: (1) The ownership and voting limitations; (2)
provisions in which the upstream owners consent to U.S. regulatory
jurisdiction and agree to maintain an agent in the U.S. for service
of process; and (3) provisions requiring the upstream owners to
maintain their books and records related to CHX in the U.S. and to
refrain from interfering with, and to give due consideration to, the
SRO function of CHX). See also CHX Response Letter 3, supra note 10,
at 2.
---------------------------------------------------------------------------

    Commenters also expressed concern about the ability of the
Commission to exercise regulatory oversight over the Exchange
following the closing of the Proposed Transaction.\192\
Characterizing the proposed upstream ownership of CHX as ``opaque,''
several commenters stated that approval of the proposal would strip
the Commission of its ability to carry out its statutorily mandated
oversight of exchange ownership.\193\ These commenters also stated
that given ongoing concerns with the severe lack of transparency in
China, the commenters have substantial concerns related to the
Commission's ability to monitor and regulate the upstream ownership
of Chongqing Casin.\194\ These commenters asserted that neither
Chongqing Casin nor any of its coordinate foreign entities have
provided U.S. regulators with any power to monitor or regulate their
activities with respect to CHX.\195\ These commenters further stated
that, in the past, Chinese entities have limited visibility into
post-acquisition activities and have attempted to interpose
arguments--such as sovereign immunity or limits to the
extraterritorial application of U.S. laws--to avoid compliance with
U.S. regulatory requirements.\196\ The commenters expressed a belief
that these actions erode investor trust and adversely affect U.S.
regulatory interests.\197\
---------------------------------------------------------------------------

    \192\ See Pittenger Letters 1 and 2, supra note 9, at 2;
Ciccarelli Letter, supra note 9, at 1-2; Bass Letter, supra note 9,
at 1; and Ferris Letter 1, supra note 9, at 4.
    \193\ See Pittenger Letter 2, supra note 9, at 1.
    \194\ See id.
    \195\ See id. at 2.
    \196\ See id.
    \197\ See id.
---------------------------------------------------------------------------

    Similarly, another commenter opined that what the commenter
cites as the Chinese government's continued rejection of fundamental
free-market norms and property rights of private citizens makes the
commenter strongly doubt whether an Exchange operating under the
direct control of a Chinese entity can be trusted to self-regulate
now and in the future.\198\ The commenter stated that while the
harms caused by NA Casin Group's acquisition of CHX may not become
apparent immediately, allowing this acquisition to proceed could
have a devastating effect on the health of U.S. financial
markets.\199\ The commenter further stated that the commenter
remains unconvinced of the following: (1) That no prospective
investor is influenced or controlled by the Chinese government; (2)
that Exchange rules could stand against the levels of deceit
employed by the Chinese government; and (3) that the Chinese
government would not employ influence to affect exchange decisions
or votes.\200\
---------------------------------------------------------------------------

    \198\ See Manchin Letter, supra note 9, at 1.
    \199\ See id. at 1-2.
    \200\ See id. at 2.
---------------------------------------------------------------------------

    Furthermore, another commenter asserted that, due to
jurisdiction limitations and transparency concerns, under the
current proposal, the Commission would not be able to exercise
proper regulatory oversight.\201\ Some commenters also expressed
concern about the ability of U.S. regulators to access the books and
records of the Chinese-owned upstream owners.\202\ Three commenters

stated that they believe that the proposed foreign upstream owners
will not submit to U.S. jurisdiction.\203\ Another commenter stated
its view that foreign ownership of the Exchange may result in lax
enforcement of its rules.\204\
---------------------------------------------------------------------------

    \201\ See Ciccarelli Letter, supra note 9, at 1-2.
    \202\ See Bass Letter, supra note 9, at 5; and Ferris Letter 1,
supra note 9, at 4. See also Pittenger Letter 1, supra note 9, at 2
(asserting that the Public Company Accounting Oversight Board must
be able to ``penetrate Chinese opacity'' before a Chinese firm is
allowed to purchase an American stock exchange).
    \203\ See Ciccarelli Letter, supra note 9, at 3-4; Mayer Letter,
supra note 9; and Anonymous Letter 3, supra note 20, at 2.
    \204\ See Hill Letter 2, supra note 9. This commenter also
alleged that the Exchange has a record of non-compliance with
regulations and failure to fully enforce its rules. This commenter
reiterated this point in a comment letter submitted following the
filing of Amendment No. 2. See Hill Letter 3, supra note 23.
---------------------------------------------------------------------------

    The Exchange responded that it believes that its rules are
consistent with the requirements of the Exchange Act, and that its
rules and the Exchange Act contain various provisions that would
facilitate the ability of U.S. regulators, including the Commission,
to monitor, compel, and enforce compliance by each of the upstream
owners. In particular, upstream owners would be required to adhere
to the ownership and voting limitations, submit to U.S. regulatory
jurisdiction and maintain agents in the U.S. for the service of
process, maintain open books and records related to their ownership
of CHX and keep such books and records in the U.S., and refrain from
interfering with, and give due consideration to, the SRO function of
the Exchange.\205\ Further, the Exchange stated that the CHX rules,
along with the voting and ownership limitations, are designed to
prevent undue influence on CHX.\206\ The Exchange also asserted
that, pursuant to the Exchange Act, the Exchange is subject to
``direct and rigorous'' oversight by the Commission, which the
Exchange described as including, among other things, frequent
examinations of various aspects of its operations by Commission
staff, including security and trading protocols, as well as the
requirement for Commission approval of certain regulatory,
operational, and strategic initiatives prior to implementation by
the Exchange.\207\
---------------------------------------------------------------------------

    \205\ See CHX Response Letter 1, supra note 10, at 4; and CHX
Response Letter 2, supra note 10, at 3-4.
    \206\ See CHX Response Letter 4, supra note 20, at 5.
    \207\ See CHX Response Letter 2, supra note 10, at 3-4. In
addition, the Exchange stated that if CHX or the upstream owners
fail to meet the requirements of the Exchange Act, or the rules and
regulations thereunder, the Commission has broad authority and
recourse to compel compliance or mitigate non-compliance, including
suspending, censuring, or deregistering CHX as an SRO, pursuant to
Section 19(h)(1) of the Exchange Act. See CHX Response Letter 4,
supra note 20, at 5.
---------------------------------------------------------------------------

    In addition, NA Casin Holdings asserted that extensive
regulatory and governance safeguards would empower the Commission
and the Exchange to prevent any influence over the Exchange and its
operations that is improper or a violation of U.S. securities laws
and regulations.\208\ Other commenters expressed confidence that the
regulatory controls currently in place are adequate to monitor the
proposed investors.\209\ In addition, some commenters asserted that
CHX has shown willingness to submit to oversight.\210\
---------------------------------------------------------------------------

    \208\ See NA Casin Holdings Letter 1, supra note 9, at 1-2.
Specifically, NA Casin Holdings observed that 50% of the board of
the Exchange would be required to consist of ``Non-Industry
Directors'' (which NA Casin Holdings notes is defined in the CHX
Bylaws), who cannot be employed by any affiliate of CHX.
    \209\ See John R. Prufeta Letter 1, supra note 9 (stating that
``the continual scrutiny of the U.S. financial system is both
essential and firmly in place'' and that the commenter believes that
``all the controls necessary to monitor the investment group exist
now and will be sufficient''). See also Zhong Letter 1, supra note 9
(expressing confidence that the current controls of the U.S.
regulatory system serve as an ``effective check and balance'' on
both foreign and domestic investors); Duncan Karcher Letter 1, supra
note 9 (stating that commenter ``trust[s] [the Commission's] process
much more than relying on the ad hominem attacks [the commenter]
read[s] within the comments section''); and Zhong Letter 2
(expressing faith in the U.S. regulatory system), supra note 20. See
also Catherine Jones Letter, supra note 20, at 1 (asserting that the
rules of CHX will remain largely unchanged with respect to the
purposes of promoting just and equitable principles of trade,
removing impediments to and perfecting the mechanism of the free and
open market and a national market system, and in general, protecting
investors and the public interest).
    \210\ See Richard R. Taylor Letter, supra note 20; Duncan
Karcher Letter 2, supra note 20; and Cheryl Karcher Letter, supra
note 20.
---------------------------------------------------------------------------

    The Commission also received several comments regarding the
approval process of the proposed rule change. One commenter
expressed concern that the staff's approval order was issued so soon
after CHX submitted Amendment No. 1, which the commenter stated did
not allow time for the public to comment.\211\ Three commenters
indicated support for the proposed rule change, and raised concerns
that the Commission has delayed the Proposed Transaction, or has
allowed politics to interfere with the approval process.\212\
Another commenter asserted that there is no reason for ``further
unjustified delay'' of the Commission's approval.\213\ The Exchange
asserted that the upstream owners have complied with applicable laws
and that therefore, the Commission should approve the proposed rule
change, in furtherance of fair competition.\214\
---------------------------------------------------------------------------

    \211\ See Milton Letter, supra note 20. See also Watson Letter,
supra note 20, at 3.
    \212\ See Richard R. Taylor Letter, supra note 20; Ayers Letter,
supra note 20; Duncan Karcher Letter 2, supra note 20; and Cheryl
Karcher Letter, supra note 20.
    \213\ See Hultgren Letter supra note 20, at 1 (also asserting
that the additional review period following the stay of the Division
of Trading and Markets' approval ``arguably violates the
Commission's time restrictions under the Exchange Act'').
    \214\ See CHX Response Letter 4, supra note 20, at 6.
---------------------------------------------------------------------------

Summary of Comments and Exchange's Response Following the Filing of
Amendment No. 2

    On October 2, 2017, during the Commission's review of the
delegated action, CHX informed the Commission that three of the
proposed upstream investors were withdrawing from the investor
group. On November 6, 2017, CHX filed Amendment No. 2 to the
proposed rule change to update its proposal to reflect this change
in the investor group and to reflect other changes to the terms of
the Proposed Transaction and the proposed rule change.\215\
---------------------------------------------------------------------------

    \215\ See supra notes 21, 27, and 30 and accompanying text.
---------------------------------------------------------------------------

    In Amendment No. 2, the Exchange asserts that the new proposed
capitalization structure complies with the ownership and voting
limitations set forth in the NA Casin Holdings Certificate because
the proposed upstream owners and their Related Persons will neither
exceed the proposed 40% ownership limitation nor be permitted to
vote in excess of the proposed voting limitation.\216\ The Exchange
represents that there are now two sets of Related Persons among the
proposed upstream owners: (1) Castle YAC and NA Casin Group, which
would hold a combined 40% ownership interest in NA Casin Holdings
and (2) the five members of the CHX Holdings management team, which
would hold an aggregate 8.32% ownership interest in NA Casin
Holdings.\217\ The Exchange further represents that 71% of the
voting shares of NA Casin Holdings will be owned by U.S. citizens
and, due to the proposed voting limitation, no less than 80% of the
voting power of NA Casin Holdings will be held by U.S.
citizens.\218\ The Exchange also restates its prior representation
that none of the upstream owners directly, or indirectly through one
or more intermediaries, controls, or is controlled by, or is under
common control with a governmental entity or any political
subdivision thereof.\219\
---------------------------------------------------------------------------

    \216\ See Amendment No. 2, supra note 22, at 55142.
    \217\ See id.
    \218\ See id.
    \219\ See id.
---------------------------------------------------------------------------

    In response to Amendment No. 2, the Commission received 21
comment letters.\220\ Ten of these commenters raise concerns about
the proposed ownership structure of NA Casin Holdings, with a
particular focus on the terms of the Put Agreements.\221\ One
commenter also states that the Exchange mischaracterizes NA Casin
Holdings as a ``large private company that is not owned or
controlled by the Chinese government.'' \222\ Another commenter
alleges that CHX removed ``fake'' companies from the capitalization
structure and replaced them with new shell nominees through what the
commenter calls the ``sham'' Put Agreements.\223\ The commenter
states that NA Casin Group is an empty shell company controlled by
Jay Lu, who the commenter states is a college student and whose
actions

the commenter states are controlled by his father, Shengju Lu.\224\
Arguing that the holdings of Shengju Lu and Jay Lu should be
aggregated with the holdings of Raptor, Saliba, and Penserra because
of the Put Agreements, the commenter asserts that the Lus will
control 91.68% of the shares of NA Casin Holdings.\225\ The
commenter states that the Put Agreements can compel NA Casin
Holdings to purchase the shares of Saliba, Raptor, and Penserra or
arrange for the purchase of those shares by a third-party chosen by
NA Casin Holdings.\226\ Likewise, another commenter asserts that the
terms of the Put Agreements would place approximately 91.5% of CHX
under Chongqing Casin's immediate control.\227\ This commenter
further asserts that the Put Agreements are designed to circumvent
Commission scrutiny.\228\
---------------------------------------------------------------------------

    \220\ See supra note 23.
    \221\ See Garland Letter, supra note 23; Jeremy Johnson Letter,
supra note 23, Azsai Letter, supra note 23; Anonymous Letter 4,
supra note 23; Montclair Letter, supra note 23; Mcpherson Letter 4,
supra note 23; Strauss Letter, supra note 23; Horwitz Letter, supra
note 23; Hart Letter, supra note 23, at 3; and Friedman Letter supra
note 23, at 2.
    \222\ See Friedman Letter, supra note 23, at 1.
    \223\ See Garland Letter, supra note 23.
    \224\ See id. See also Hart Letter, supra note 23, at 2; and
Friedman Letter, supra note 23, at 2.
    \225\ See Garland Letter, supra note 23.
    \226\ See id.
    \227\ See Mcpherson Letter, supra note 23.
    \228\ See id.
---------------------------------------------------------------------------

    Several commenters also raise the possibility that, under the
Put Agreements, NA Casin Holdings may be able to force the transfer
of Saliba's, Raptor's, and Penserra's shares to someone from a
Chinese government agency, unknown foreign third-party entities, or
a ``non-descript affiliated company.'' \229\ These commenters assert
that the proposed Chinese upstream owners are trying to determine
who controls CHX through the terms of the Put Agreements.\230\
---------------------------------------------------------------------------

    \229\ See Garland Letter, supra note 23; Anonymous Letter 4,
supra note 23; Mcpherson Letter, supra note 23; and Horwitz Letter,
supra note 23 (expressing concern that, because NA Casin Holdings
has the authority to identify a third-party purchaser to purchase
shares sold under the put options and Jay Lu is the current
signatory for NA Casin Holdings, such arrangement could result in
conflicts of interest and collusion).
    \230\ See id.
---------------------------------------------------------------------------

    Similarly, and citing one of the commenters above, another
commenter asserts that the Put Agreements make the entities that are
parties to them ``fake'' investors, and that those investors are
entering into risk-free transactions that involve the Chinese
upstream owners ``pulling all the strings'' and ``dictating terms on
both the timing and pricing of the put.'' \231\ Another commenter
asserts that the Put Agreements would obligate the Chinese owners to
repurchase 50% ownership in CHX at any time, and represent ``risk-
free transactions.'' \232\ This commenter concludes that Saliba and
Raptor therefore do not appear to be ``bona fide investors.'' \233\
Two commenters also claim that Anthony Saliba has a conflict of
interest by both investing in CHX through Saliba and approving the
Proposed Transaction as a member of CHX's board.\234\ One of these
commenters further asserts that what the commenter calls the ``so-
called `American Investors' '' would hold 60% of CHX on behalf of
the Chinese upstream owners due to the terms of the Put
Agreements.\235\
---------------------------------------------------------------------------

    \231\ See Jeremy Johnson Letter, supra note 23 at 2 (citing
Garland Letter, supra note 23).
    \232\ See Strauss Letter, supra note 23 at 2.
    \233\ See id. See also Hart Letter, supra note 23, at 3
(claiming that Saliba and Raptor are ``guaranteed handsome profits
which would allow them to `put' their CHX holdings to the Chinese at
any price they would demand'').
    \234\ See Jeremy Johnson Letter, supra note 23 at 2; and Strauss
Letter, supra note 23 at 2. See also Hart Letter, supra note 23, at
3; and Friedman Letter, supra note 23, at 3.
    \235\ See id. at 3. See also Gresack Letter, supra note 23, at
2.
---------------------------------------------------------------------------

    Likewise, another commenter asserts that the parties subject to
the Put Agreements are ``merely placeholders for un-disclosed third
parties.'' \236\ This commenter asserts that the Put Agreements
ensure that the purchasers subject to them will have zero risk
associated with their purchase because NA Casin Holdings will cover
any losses to the investor and that the Chinese upstream owners
would be ``pulling the strings on the `Puts.' '' \237\ Due to this
lack of risk on behalf of the upstream owners subject to the Put
Agreements, the commenter states that those investors are not bona
fide investors, but merely placeholders so that CHX can obtain
Commission approval of the proposed rule change.\238\
---------------------------------------------------------------------------

    \236\ See Montclair Letter, supra note 23.
    \237\ See id.
    \238\ See id.
---------------------------------------------------------------------------

    Two commenters question why CHX management would obtain an
aggregate 8.32% ownership interest in NA Casin Holdings, which the
commenters speculate would be granted to management at no cost.\239\
One of these commenters asserts that CHX management are ``place
holders'' for the Chinese owners, and that as a result, Jay Lu would
``control'' 95% of CHX's ownership.\240\ In addition, another
commenter questions the increase in ownership of CHX management,
noting that it went from 0.88% to 8.32%, and questions whether the
CHX management is contributing cash for their respective
shares.\241\ Another commenter claims that the terms providing this
equity to CHX management amount to ``bribes and hush money to abet a
fraud'' on the Commission.\242\ In addition, one commenter asserts
that the funds paid in the Proposed Transaction would not be
invested in CHX and that no jobs would be created in Chicago as a
result of the Proposed Transaction.\243\
---------------------------------------------------------------------------

    \239\ See Strauss Letter, supra note 23, at 2-3; and Garland
Letter, supra note 23 at 1. One of these commenters also questions
whether the full terms of the Proposed Transaction, including any
grant of stock to management, were disclosed to CHX stockholders.
See Strauss Letter, supra note 23, at 3.
    \240\ See id. at 1.
    \241\ See Gresack Letter, supra note 23, at 2.
    \242\ See Hart Letter, supra note 23, at 3. See also Friedman
Letter, at 2 supra note 23, at 2 (suggesting that the grant of stock
to CHX management should be reviewed for violations of the Foreign
Corrupt Practices Act); and Strauss Letter, supra note 23, at 1.
    \243\ See Strauss Letter, supra note 23, at 1.
---------------------------------------------------------------------------

    Several commenters also assert that Chongqing Jintian, Chongqing
Longshang, and Xian Tong exited the Proposed Transaction only when
faced with due diligence by the Commission regarding their ownership
structure.\244\ One commenter suggests that the Commission should
review the bank statements and sources of funds for the three
proposed upstream owners who withdrew from the Proposed
Transaction,\245\ stating that continued review is necessary as no
new investors have been added to the Proposed Transaction.\246\
Another commenter asserts that the three investors' source of funds
for the Proposed Transaction was Shengju Lu, an owner of Chongqing
Casin.\247\
---------------------------------------------------------------------------

    \244\ See Garland Letter, supra note 23, at 1; Montclair Letter,
supra note 23; Jeremy Johnson Letter, supra note 23, at 1; Azsai
Letter, supra note 23; Mcpherson Letter, supra note 23; Azsai
Letter, supra note 23; Gresack Letter, supra note 23, at 2; Strauss
Letter, supra note 23, at 1; and Horwitz Letter, supra note 23, at
1.
    \245\ See supra note 21 and accompanying text.
    \246\ See Gresack Letter, supra note 23, at 2.
    \247\ See Strauss Letter, supra note 23, at 1.
---------------------------------------------------------------------------

    In addition, one commenter does not express support or
opposition to the proposed rule change, but encourages the
Commission to carefully examine the bank statements and other
sources of funding for both the current proposed upstream owners and
the previous upstream owners who left the group.\248\ This commenter
states that a ``huge red flag was raised'' when some upstream owners
left the ownership group after the Commission began to investigate
their backgrounds.\249\ This commenter also states that the terms of
the Put Agreements suggest that Saliba, Raptor, and Penserra do not
intend to be long-term investors in CHX.\250\ This commenter opines
that the Commission must investigate the origins of the Put
Agreements, and whether they were demanded by the U.S. upstream
owners, another party to the Proposed Transaction, or
otherwise.\251\ The commenter believes that the Commission's review
of bank statements and the origin of funds for the upstream owners
will disclose whether the upstream owners subject to the Put
Agreements are using their own funds to finance their share of the
Proposed Transaction.\252\
---------------------------------------------------------------------------

    \248\ See Gresack Letter, supra note 23, at 2.
    \249\ See id.
    \250\ See id.
    \251\ See id.
    \252\ See id.
---------------------------------------------------------------------------

    One commenter states his belief that Chongqing Casin's source of
funding is at issue, asserting that Shengju Lu leveraged stock of
his company in return for loans from Chinese-government controlled
banks.\253\ This commenter suggests that the Chinese government is
playing a role in the Proposed Transaction.\254\ In addition, this
commenter questions whether the Commission can carry out its duty to
properly regulate the Exchange given the limits of the Commission's
authority in China.\255\ Another commenter states that investors
from China have taken U.S. shell corporations and, through reverse
mergers, acquired listed U.S. corporations that were ``defunct'' for
the purpose of executing ``pump and dump'' schemes.\256\ This
commenter implies that such past actions might be cause for concern
with regard to the Proposed Transaction.\257\
---------------------------------------------------------------------------

    \253\ See Horwitz Letter, supra note 23, at 1.
    \254\ See id.
    \255\ See id. at 2.
    \256\ See Hill Letter 3, supra note 23.
    \257\ See id.

---------------------------------------------------------------------------

    The Commission also received nine comment letters advocating
that the Commission approve the proposed rule change.\258\ One
commenter states that the Proposed Transaction was approved by CFIUS
and Commission staff, and agreed to by all the parties
involved.\259\ The commenter states that the Proposed Transaction
poses no risk and urges the Commission to approve the proposed rule
change as soon as possible.\260\ In addition, another commenter
states that CFIUS concluded that there were no unresolved national
security concerns with respect to the Proposed Transaction.\261\
Another commenter opines that CHX has a very good business model and
that it is in an advantageous position that will drive its
growth.\262\ This commenter believes that the U.S. regulatory regime
has proven over the years that the U.S. has a robust and successful
market, and that the U.S. must continue to try to build a stronger
connection for financial services between the U.S. and the
world.\263\
---------------------------------------------------------------------------

    \258\ See Salters Letter, supra note 23; May Letter, supra note
23; and Richard Taylor Letter, supra note 23; Faux Letter, supra
note 23; Saliba Letter 2, supra note 23, at 2; Briley Letter, supra
note 23; Bleecher Letter, supra note 23; Marden Letter, supra note
23; and NA Casin Holdings Letter 3, supra note 23.
    \259\ See Richard Taylor Letter, supra note 23. See also Faux
Letter, supra note 23 (stating that CFIUS cleared the sale of the
exchange); and Marden Letter, supra note 23 (asserting that the
presence of national security issues is non-existent as evident by
the approval from CFIUS).
    \260\ See Richard Taylor Letter, supra note 23.
    \261\ See Saliba Letter 2, supra note 23, at 2.
    \262\ See Salters Letter, supra note 23.
    \263\ See id.
---------------------------------------------------------------------------

    In addition, one commenter asserts that nothing will change with
the acquisition of the Exchange, and that the operational processes
of the Exchange, which it states conform to guidelines set by the
Commission and observed by the Financial Industry Regulatory
Authority (``FINRA''), must remain the same.\264\ Another commenter
states that China has given global financial companies what the
commenter calls unprecedented access to its economy and that the
U.S. should remain open-minded when embracing a diversity of market
participants in the financial sector.\265\ This commenter states
that both countries can benefit from increased access to each
other's respective markets.\266\ The fourth commenter believes that
the upstream owners' investment in CHX could ``create the bridge for
China-based companies to list their IPOs on the Chicago Stock
Exchange thereby also providing Americans a more direct opportunity
to potentially participate in Asia's major engine of growth.'' \267\
This commenter further opines that if these companies do not list on
the Chicago Stock Exchange, they will list on competing exchanges in
other countries, which the commenter believes would further erode
``[CHX's] global market share and prominence.'' \268\ Another
commenter states that the Proposed Transaction ``stands to create
many jobs'' in Chicago and to ``increase the popularity of CHX
internationally.'' \269\ Another commenter, however, counters the
point that job creation should be an important consideration for
this proposed rule change.\270\
---------------------------------------------------------------------------

    \264\ See Briley Letter, supra note 23.
    \265\ See May Letter, supra note 23.
    \266\ See id.
    \267\ See Faux Letter, supra note 23.
    \268\ See id.
    \269\ See Marden Letter, supra note 23.
    \270\ See Hill Letter 3, supra note 23.
---------------------------------------------------------------------------

    In addition, one commenter asserts that the NA Casin Group is a
privately-owned company and that it is not the Chinese government
and should not be treated as such.\271\ Another commenter states
that the international company involved with the Proposed
Transaction would have 29% ownership and 20% voting rights, and
therefore asserts that its influence would be ``minimal.'' \272\
---------------------------------------------------------------------------

    \271\ See Saliba Letter 2, supra note 23, at 2.
    \272\ See Marden Letter, supra note 23.
---------------------------------------------------------------------------

    NA Casin Holdings states that no new investors were added to the
investor consortium under the revised ownership structure in
Amendment No. 2, and asserts that the arrangements among the
investors were the result of arm's-length negotiations among the
parties.\273\ NA Casin Holdings further asserts that the identities,
management, and sources of funds for the stockholders have been
thoroughly disclosed in CHX's filings with the Commission.\274\ NA
Casin Holdings also responds to commenters' assertions about the
ownership of NA Casin Group, stating that Jay Lu does not
independently control either NA Casin Group or Chongqing Casin.\275\
In addition, NA Casin Holdings asserts that the U.S. upstream owners
are independent and unaffiliated with any investor, and that
statements made in other comment letters that Jay Lu or Casin Group
would control 90% of the shares of NA Casin Holdings are false.\276\
NA Casin Holdings further asserts that following the closing of the
Proposed Transaction, the majority of its voting power would be in
the hands of the U.S. upstream owners.\277\
---------------------------------------------------------------------------

    \273\ See NA Casin Holdings Letter 3, supra note 23, at 1-2.
    \274\ See id. at 2.
    \275\ See id. at 2.
    \276\ See id. at 3.
    \277\ See id. at 3.
---------------------------------------------------------------------------

    Two commenters respond to questions about why Chongqing Jintian,
Chongqing Longshang, and Xian Tong withdrew from the Proposed
Transaction.\278\ NA Casin Holdings states that withdrawal of these
investors from the investor consortium was the result of each such
entity's ``independent decision,'' and that these entities cited a
number of factors as responsible for their withdrawal, including
delays in the Proposed Transaction and that funds necessary for the
investment were ``tied up and unavailable for use in alternative
investment opportunities.'' \279\ Further, NA Casin Holdings asserts
that prior to their withdrawal, these entities provided all
information requested by the Commission, the Commission's staff,
CFIUS, and FINRA.\280\ Another commenter also denies claims that
some of the Chinese companies withdrew from the Proposed Transaction
because they have something to hide, stating that instead, these
companies withdrew from the Proposed Transaction due to the length
of the regulatory process.\281\ In response, three commenters that
oppose the Proposed Transaction assert that NA Casin Holdings'
statement that the three investors did not have available funds
necessary to complete the Proposed Transaction raises questions
about who was funding the entities' purchase.\282\
---------------------------------------------------------------------------

    \278\ See Saliba Letter 2, supra note 23, at 2; and NA Casin
Holdings Letter 3, supra note 23, at 2.
    \279\ See NA Casin Holdings Letter 3, supra note 23, at 2.
    \280\ See id.; but see supra note 86.
    \281\ See Saliba Letter 2, supra note 23, at 2.
    \282\ See Horwitz Letter, supra note 23, at 1; Hart Letter,
supra note 23, at 1; and Friedman Letter supra note 23, at 3.
---------------------------------------------------------------------------

    Two commenters deny other commenters' assertions regarding the
Put Agreements.\283\ Specifically, NA Casin Holdings states that
contrary to the assertions of other commenters, the Put Agreements
would not permit NA Casin Group to force the sale of the U.S.
upstream owners' shares to unknown third parties; instead, the Put
Agreement would permit NA Casin Holdings to find a third party
purchaser only after a holder of a put option determines to exercise
such option.\284\ In addition, NA Casin Holdings asserts that the NA
Casin Holdings Certificate, which imposes the voting and ownership
limitations, is ``virtually indistinguishable'' from exchange
applications previously approved by the Commission, and that any
sale of the proposed U.S. upstream owners' shares, including
transactions pursuant to the Put Agreements, would be subject to the
ownership and voting limitations.\285\ In addition, NA Casin
Holdings states that the Put Agreements would only provide certain
investors an opportunity to exit from their investments for a
``brief window'' two years after closing.\286\ According to NA Casin
Holdings, it would not assume all risks or liabilities of the
investment of the holders of the Put Agreements, and suggestions
that the proposed U.S. upstream owners would not be long-term owners
are without merit.\287\ NA Casin Holdings further asserts that
agreements similar to the Put Agreements are common for investors in
private companies, and other privately-held exchanges also provide
put rights to their equity holders.\288\ In addition, another
commenter asserts that the NA Casin Group would not control the Put
Agreements, and notes that the put right cannot be exercised for two
years.\289\
---------------------------------------------------------------------------

    \283\ See Saliba Letter 2, supra note 23, at 2; and NA Casin
Holdings Letter 3, supra note 23, at 2-3.
    \284\ See NA Casin Holdings Letter 3, supra note 23, at 3. One
commenter questions the authenticity of this third comment letter
submitted by NA Casin Holdings. See Hart Letter, supra note 23, at
1.
    \285\ See NA Casin Holdings Letter 3, supra note 23, at 3.
    \286\ See id.
    \287\ See id.
    \288\ See id.
    \289\ See Saliba Letter 2, supra note 23, at 3.

---------------------------------------------------------------------------

    The Exchange submitted three response letters following its
filing of Amendment No. 2.\290\ First, the Exchange asserts that the
Proposed Transaction would create access to capital, attract new
businesses and jobs to the U.S., and grow the U.S. economy.\291\ In
addition, the Exchange asserts that the Proposed Transaction is
``safe,'' stating that NA Casin Holdings would be majority-owned by
U.S. owners, NA Casin Group is not owned or controlled by the
Chinese government, and CFIUS concluded that there were no
unresolved national security concerns with the Proposed
Transaction.\292\ Further, CHX asserts that the Commission would be
able to verify compliance by NA Casin Holdings stockholders with the
Exchange's rules, noting that CHX rules would require NA Casin
Holdings stockholders to make annual attestations to the Commission
and the Exchange related to their ownership levels and the existence
of any voting agreements, and that the Exchange's oversight of the
ownership and voting limitations would be subject to regular
independent audits by a PCAOB registered auditor.\293\ The Exchange
states that the Commission has broad authority to compel compliance
or mitigate non-compliance, including suspending, censuring or
deregistering the Exchange pursuant to Section 19(h)(1) of the
Exchange Act.\294\ In addition, the Exchange states that NA Casin
Group has agreed to permanently and irrevocably submit to the
jurisdiction of the Commission and the U.S. courts, has appointed a
registered agent in the U.S. for the service of process, has agreed
to open books and records, and is required to keep such records in
the U.S.\295\
---------------------------------------------------------------------------

    \290\ See supra note 24.
    \291\ See CHX Response Letter 6, supra note 24, at 1-2.
    \292\ See id. at 2-3.
    \293\ See id. at 3.
    \294\ See id.
    \295\ See id.
---------------------------------------------------------------------------

    The Exchange asserts that the three investors that withdrew from
the Proposed Transaction did so due to the length of the approval
process.\296\ The Exchange asserts its view that: (1) The
Commission's review violates Section 19(b) of the Exchange Act \297\
because more than 240 days have elapsed since the date of
publication of the proposed rule change; (2) the length of the
Commission's review violates Rule 103 of the Commission's Rules of
Practice \298\ (which provides that the Rules of Practice ``shall be
construed and administered to secure the just, speedy, and
inexpensive determination of every proceeding'') and that where such
rules conflict with statute, the statute will control; and (3) the
length of the Commission's review violates Section 3(f) of the
Exchange Act \299\ (which requires the Commission to consider
efficiency, competition, and capital formation within the national
market system) by delaying (and potentially jeopardizing) the
consummation of the Proposed Transaction.\300\
---------------------------------------------------------------------------

    \296\ See id.
    \297\ See 15 U.S.C. 78s(b).
    \298\ See 17 CFR 201.103(a).
    \299\ See 15 U.S.C. 78c(f) (requiring that the Commission
consider whether a proposed rule change will promote efficiency,
competition, and capital formation).
    \300\ See CHX Response Letter 8, supra note 24, at 1-5. The
Exchange also asserts that the merger agreement could be terminated
by ``regulatory inaction'' due to the end of the exclusivity period
and ``drop dead'' termination date under the merger agreement, and
expresses concern regarding the perception of such result by the
international business community. See id. at 6.
---------------------------------------------------------------------------

    The Exchange asserts that, in response to Commission requests,
it provided the Commission staff with various financial statements
and other evidence of financial wherewithal and sources of funds
from all of the prospective investors, including the three
prospective investors that withdrew from the investor group.\301\
Further, the Exchange asserts that there are no outstanding
Commission requests for information related to the Proposed
Transaction.\302\
---------------------------------------------------------------------------

    \301\ See CHX Response Letter 7, supra note 24, at 2.
    \302\ Id.; but see supra note 86. The Exchange also states that
on July 11, 2017, CHXBD filed a Form CMA (a continuing membership
application that the Exchange's broker-dealer affiliate is required
to file with FINRA under NASD Rule 1017 prior to consummation of the
Proposed Transaction) with FINRA, which was deemed ``substantially
complete'' on July 28, 2017. According to CHX, CHXBD provided FINRA
with several large document productions in response to seven
separate information requests from FINRA staff, which included,
among other things, financial statements, evidence of funds
transfers, corporate governance documents and descriptions of
business activities, as applicable, for all current prospective
investors, as well as the three former prospective investors. The
Exchange states that there are no outstanding FINRA requests related
to the Proposed Transaction. See id. at 2-3. Nevertheless, the
Commission notes that, to date, the Exchange has not notified the
Commission that FINRA has approved CHXBD's continuing membership
application.
---------------------------------------------------------------------------

    Regarding the Put Agreements, the Exchange notes that the MIAX
has offered similar put options as an incentive to its prospective
stockholders through an equity rights program through which MIAX
offered shares and warrants for shares in MIAX International
Holdings, Inc. (``MIH'') to MIAX members that met certain financial
order flow requirements, and included a provision whereby all MIAX
members that received equity through the program retained a put
option to require MIH to buy back shares at a fixed percentage of
fair market value.\303\ The Exchange submits that given the
similarities between the MIAX put options and the proposed CHX put
options, as well as what it characterizes as the legitimate and
``well-established'' business purposes of the Put Agreements, the
Put Agreements are appropriate and consistent with Commission
precedent.\304\
---------------------------------------------------------------------------

    \303\ See id. at 3.
    \304\ See id.
---------------------------------------------------------------------------

    The Exchange also describes provisions in the CHX Holdings and
NA Casin Holdings corporate documents that it believes would
facilitate the ability of the Commission and the Exchange to ensure
that the put options are exercised in a manner consistent with CHX
rules and the Exchange Act.\305\ The Exchange asserts that such
provisions, the Rule 19b-4 rule filing requirement for any proposed
change of control, and the Commission's broad authority to compel
compliance or mitigate non-compliance with CHX rules, including
suspending, censuring, or deregistering the Exchange pursuant to
Section 19(h)(1) of the Exchange Act, the Commission would be able
to effectively monitor and review any changes to CHX ownership.\306\
The Exchange notes that, pursuant to provisions of the proposed
corporate governance documents of CHX Holdings and NA Casin
Holdings: (1) Each person involved in an acquisition of shares of
stock of NA Casin Holdings or CHX Holdings would be required to
provide NA Casin Holdings or CHX Holdings, as applicable, with
written notice 14 days prior to, and such corporation would be
required to provide the Commission with written notice 10 days prior
to, the closing date of any acquisition that would result in any
person, alone or together with its Related Persons, having voting
rights or beneficial ownership of 5% or more of the outstanding
stock of the corporation; (2) each stockholder of NA Casin Holdings
and CHX Holdings would be required to make annual attestations to
the Commission and NA Casin Holdings regarding its equity ownership
level in the corporation and the identity of its Related Persons,
and the existence of any agreement, arrangement, or understanding
between the stockholder and any person for the purpose of acquiring,
voting, holding, or disposing of shares of stock of the corporation;
and (3) each person having voting rights or beneficial ownership of
stock of NA Casin Holdings or CHX Holdings would be required to
promptly provide the corporation with written notice of any change
in its status as a Related Person of another person that owns voting
stock of the corporation.\307\
---------------------------------------------------------------------------

    \305\ See id. at 4.
    \306\ See id. at 5.
    \307\ See id. at 4-5.
---------------------------------------------------------------------------

    In addition, in response to comments that question the details
of the NA Casin Holdings shares that would be held by CHX
management,\308\ the Exchange states that more than half of such
shares would be purchased on terms similar to other proposed
upstream owners,\309\ and the remaining shares would be granted by
NA Casin Holdings as restricted stock subject to a customary vesting
period.\310\
---------------------------------------------------------------------------

    \308\ See supra notes 239-242.
    \309\ But see supra note 89.
    \310\ See CHX Response Letter 7, supra note 24, at 4-5.

[FR Doc. 2018-03589 Filed 2-21-18; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 80, Number 164 (Tuesday, August 25, 2015)]
[Notices]
[Page 51546]
[FR Doc No: 2015-20986]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. EL15-92-000]

Louisville Gas and Electric Company; Kentucky Utilities Company;
Notice of Filing

    Take notice that on August 14, 2015, Louisville Gas and Electric
Company and Kentucky Utilities Company (LG&E/KU) submitted a petition
for waiver and request for expedited review in connection with a
proposed refined coal sale arrangement between LG&E/KU and Clean Coal
Solutions LLC.
    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 5 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 electronic 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 email notification when a document is added to a subscribed
docket(s). For assistance with any FERC Online service, please email
<EMAIL_ADDRESS>or call<PHONE_NUMBER> (toll free). For
TTY, call<PHONE_NUMBER>.
    Comment Date: 5:00 p.m. Eastern Time on September 4, 2015.

    Dated: August 19, 2015.
Kimberly D. Bose,
Secretary.
[FR Doc. 2015-20986 Filed 8-24-15; 8:45 am]
 BILLING CODE 6717-01-P


[Federal Register Volume 77, Number 151 (Monday, August 6, 2012)]
[Notices]
[Pages 46773-46774]
[FR Doc No: 2012-19075]

=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

Proposed Collection; Comment Request

Upon Written Request, Copies Available From: Securities and Exchange
Commission, Office of Investor Education and Advocacy, Washington, DC
20549-0213.

Extension:
    Interactive Data; OMB Control No. 3235-0645 ; SEC File No. 270-330.

    Notice is hereby given that, pursuant to the Paperwork Reduction
Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange
Commission (``Commission'') is soliciting comments on the collection of
information summarized below. The Commission plans to submit this
existing collection of information to the Office of Management and
Budget for extension and approval.
    The ``Interactive Data'' collection of information requires issuers
filing registration statements under the Securities Act of 1933 (15
U.S.C. 77a et seq.) and reports under the Securities Exchange Act of
1934 (15 U.S.C. 78a et seq.) to submit specified financial information
to the Commission and post it on their corporate Web sites, if any, in
interactive data format using eXtensible Business Reporting Language
(XBRL). This collection of information is located primarily in
registration statement and report exhibit provisions, which require
interactive data, and Rule 405 of Regulation S-T (17 CFR 232.405),
which specifies how to submit and post interactive data. The exhibit
provisions are in Item 601(b)(101) of Regulation S-K (17 CFR
229.601(b)(101), Forms F-9 and F-10 under the Securities Act (17 CFR
239.39 and 17 CFR 239.40) and Forms 20-F, 40-F and 6-K under the
Exchange Act (17 CFR 249.220f, 17 CFR 249.240f and 17 CFR 249.306).

    In interactive data format, financial statement information could
be downloaded directly into spreadsheets and analyzed in a variety of
ways using commercial off-the-shelf software. The specified financial
information already is and will continue to be required to be submitted
to the Commission in traditional format under existing requirements.
The purpose of the interactive data requirement is to make financial
information easier for investors to analyze and assist issuers in
automating regulatory filings and business information processing. We
estimate that 10,229 respondents per year will each submit an average
of 4.5 reponses per year for an estimated total of 46,031 responses. We
further estimate an internal burden of 59 hours per response for a
total annual internal burden of 2,715,829 hours (59 hours per response
x 46,031 responses).
    Written comments are invited on: (a) Whether the proposed
collection of information is necessary for the proper performance of
the functions of the agency, including whether the information will
have practical utility; (b) the accuracy of the agency's estimate of
the burden imposed by the collection of information; (c) ways to
enhance the quality, utility, and clarity of the information collected;
and (d) ways to minimize the burden of the collection of 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.
    Please direct your written comments to Thomas Bayer, Director/Chief
Information Officer, Securities and Exchange Commission, c/o Remi
Pavlik-Simon, 6432 General Green Way, Alexandria, Virginia 22312; or
send an email to<EMAIL_ADDRESS>
    Dated: July 31, 2012.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-19075 Filed 8-3-12; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 79, Number 133 (Friday, July 11, 2014)]
[Notices]
[Page 40098]
[FR Doc No: 2014-16195]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. CP14-505-000]

WBI Energy Transmission, Inc.; Notice of Request Under Blanket
Authorization

    Take notice that on June 24, 2014, WBI Energy Transmission, Inc.,
(WBI Energy), 1250 West Century Avenue, Bismarck, North Dakota 58503,
filed in Docket No. CP14-505-000, a prior notice request pursuant to
sections 157.205 and 157.210 of the Commission's regulations under the
Natural Gas Act to replace natural gas compression facilities at its
Baker Compressor Station located in Fallon County, Montana.
Specifically, WBI Energy proposes to replace two Ingersoll Rand 6SVG
330 horsepower (HP) natural gas fired compressor units (Units 6 and 7)
with one Ajax 2802LE 384 HP natural gas driven compressor unity (Unit
10). The certificated horsepower at the Baker Compressor Station will
decrease from 4,780 HP to 4,504 HP, all as more fully set forth in the
application which is on file with the Commission and open to public
inspection. The filing may also be viewed on the 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 TTY,
(202) 502-8659.
    Any questions regarding this Application should be directed to
Keith A. Tiggelaar, Director of Regulatory Affairs, WBI Energy
Transmission, Inc., 1250 West Century Avenue, Bismarck, North Dakota
58503, or by calling<PHONE_NUMBER>, or by email
<EMAIL_ADDRESS>    Any person may, within 60 days after the issuance of the instant
notice by the Commission, file pursuant to Rule 214 of the Commission's
Procedural Rules (18 CFR 385.214) a motion to intervene or notice of
intervention. Any person filing to intervene or the Commission's staff
may, pursuant to section 157.205 of the Commission's Regulations under
the NGA (18 CFR 157.205) file a protest to the request. If no protest
is filed within the time allowed therefore, the proposed activity shall
be deemed to be authorized effective the day after the time allowed for
protest. If a protest is filed and not withdrawn within 30 days after
the time allowed for filing a protest, the instant request shall be
treated as an application for authorization pursuant to section 7 of
the NGA.
    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: omplete
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 final environmental impact statement (FEIS) or 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 Commission staff's FEIS or EA.
    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 commenter's 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 commenter's will not be required to serve copies of filed
documents on all other parties. However, the non-party commentary, 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 via the internet in lieu of paper. See 18
CFR 385.2001(a)(1)(iii) and the instructions on the Commission's Web
site (www.ferc.gov) under the ``e-Filing'' link. 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.

    Dated: July 3, 2014.
Kimberly D. Bose,
Secretary.
[FR Doc. 2014-16195 Filed 7-10-14; 8:45 am]
BILLING CODE 6717-01-P