[Federal Register Volume 77, Number 201 (Wednesday, October 17, 2012)]
[Notices]
[Pages 63905-63908]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-25499]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-68035; File No. SR-ICC-2012-18]
Self-Regulatory Organizations; ICE Clear Credit LLC; Notice of
Filing of Proposed Rule Change To Add Rules Related to the Clearing of
iTraxx Europe Index CDS and European Corporate Single-Name CDS
October 11, 2012.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on September 28, 2012, ICE Clear Credit LLC (``ICC'') filed with the
Securities and Exchange Commission (``Commission'') the proposed rule
change as described in Items I, II, and III below, which Items have
been prepared primarily by ICC. The Commission is publishing this
notice to solicit comments on the proposed rule change from interested
persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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[[Page 63906]]
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The purpose of the proposed rule change is to adopt new rules that
will provide the basis for ICC to clear additional credit default swap
contracts. Specifically, ICC is proposing to amend Chapter 26 of its
rules to add Section 26F to provide for the clearance of the iTraxx
Europe CDS (``iTraxx Contracts''), which reference the iTraxx Europe
corporate index, and new Section 26G to provide for the clearance of
standard single-name CDS Contracts referencing European corporate
reference entities (``European SN Contracts''). ICC will also update
Schedule 502 of its Rules (Cleared Products List) to incorporate the
additional cleared products.
Upon Commission approval, ICC will list the following European
Indices: Markit iTraxx Europe Main Series 18 with a 5-year maturity,
maturing on December 20, 2017; Markit iTraxx Europe Main Series 18 with
a 10-year maturity, maturing on December 20, 2022; Markit iTraxx Europe
Main Series 17 with a 5-year maturity, maturing on June 20, 2017;
Markit iTraxx Europe Main Series 17 with a 10-year maturity, maturing
on June 20, 2022; Markit iTraxx Europe Main Series 16 with a 5-year
maturity, maturing on December 20, 2016; Markit iTraxx Europe Main
Series 16 with a 10-year maturity, maturing on December 20, 2021;
Markit iTraxx Europe Main Series 15 with a 5-year maturity, maturing on
June 20, 2016; Markit iTraxx Europe Main Series 15 with a 10-year
maturity, maturing on June 20, 2021; Markit iTraxx Europe Main Series
14 with a 5-year maturity, maturing on December 20, 2015; Markit iTraxx
Europe Main Series 14 with a 10-year maturity, maturing on December 20,
2020; Markit iTraxx Europe Main Series 13 with a 5-year maturity,
maturing on June, 20, 2015; Markit iTraxx Europe Main Series 13 with a
10-year maturity, maturing on June, 20, 2020; Markit iTraxx Europe Main
Series 12 with a 5-year maturity, maturing on December 20, 2014; Markit
iTraxx Europe Main Series 12 with a 10-year maturity, maturing on
December 20, 2019; Markit iTraxx Europe Main Series 11 with a 5-year
maturity, maturing on June 20, 2014; Markit iTraxx Europe Main Series
11 with a 10-year maturity, maturing on June 20, 2019; Markit iTraxx
Europe Main Series 10 with a 5-year maturity, maturing on December 20,
2013; Markit iTraxx Europe Main Series 10 with a 10-year maturity,
maturing on December 20, 2018; Markit iTraxx Europe Main Series 9 with
a 5-year maturity, maturing on June 20, 2013; Markit iTraxx Europe Main
Series 9 with a 10-year maturity, maturing on June 20, 2018; Markit
iTraxx Europe Main Series 8 with a 5-year maturity, maturing on
December 20, 2012; Markit iTraxx Europe Main Series 8 with a 10-year
maturity, maturing on December 20, 2017; Markit iTraxx Europe Main
Series 7 with a 10-year maturity, maturing June 20, 2017; Markit iTraxx
Crossover Series 18 with a 5-year maturity, maturing on December 20,
2017; Markit iTraxx Crossover Series 17 with a 5-year maturity,
maturing on June 20, 2017; Markit iTraxx Crossover Series 16 with a 5-
year maturity, maturing on December 20, 2016; Markit iTraxx Crossover
Series 15 with a 5-year maturity, maturing on June 20, 2016; Markit
iTraxx Crossover Series 14 with a 5-year maturity, maturing on December
20, 2015; Markit iTraxx Crossover Series 13 with a 5-year maturity,
maturing on June, 20, 2015; Markit iTraxx Crossover Series 12 with a 5-
year maturity, maturing on December 20, 2014; Markit iTraxx Crossover
Series 11 with a 5-year maturity, maturing on June 20, 2014; Markit
iTraxx Crossover Series 10 with a 5-year maturity, maturing on December
20, 2013; Markit iTraxx Crossover Series 9 with a 5-year maturity,
maturing on June 20, 2013; Markit iTraxx HiVol Series 18 with a 5-year
maturity, maturing on December 20, 2017; Markit iTraxx HiVol Series 17
with a 5-year maturity, maturing on June 20, 2017; Markit iTraxx HiVol
Series 16 with a 5-year maturity, maturing on December 20, 2016; Markit
iTraxx HiVol Series 15 with a 5-year maturity, maturing on June 20,
2016; Markit iTraxx HiVol Series 14 with a 5-year maturity, maturing on
December 20, 2015; Markit iTraxx HiVol Series 13 with a 5-year
maturity, maturing on June, 20, 2015; Markit iTraxx HiVol Series 12
with a 5-year maturity, maturing on December 20, 2014; Markit iTraxx
HiVol Series 11 with a 5-year maturity, maturing on June 20, 2014;
Markit iTraxx HiVol Series 10 with a 5-year maturity, maturing on
December 20, 2013; Markit iTraxx HiVol Series 9 with a 5-year maturity,
maturing on June 20, 2013; and Markit iTraxx HiVol Series 8 with a 5-
year maturity, maturing on December 20, 2012.
Additionally, upon Commission approval, ICC plans to provide for
the clearance of the following European SN Contracts: Centrica Plc;
E.ON AG; ENEL S.P.A.; EDISON S.P.A.; EDP--Energias de Portugal; S.A.;
ELECTRICITE DE FRANCE; EnBW Energie Baden-Wuerttemberg AG; Fortum Oyj;
Adecco S.A.; Aktiebolaget Volvo; ALSTOM; BRITISH TELECOMMUNICATIONS
public limited company; COMPAGNIE DE SAINT-GOBAIN; Deutsche Telekom AG;
FRANCE TELECOM; GAS NATURAL SDG, S.A. GDF SUEZ; HELLENIC
TELECOMMUNICATIONS ORGANISATION SOCIETE ANONYME; IBERDROLA, S.A.;
Koninklijke KPN N.V. NATIONAL GRID PLC; Portugal Telecom International
Finance B.V.; RWE Aktiengesellschaft; TELECOM ITALIA SPA; TELEFONICA,
S.A.; Telekom Austria Aktiengesellschaft; TELENOR ASA; TeliaSonera
Aktiebolag; UNITED UTILITIES PLC; Vattenfall Aktiebolag; VEOLIA
ENVIRONNEMENT VIVENDI; VODAFONE GROUP PUBLIC LIMITED COMPANY; Deutsche
Post AG; European Aeronautic Defence and Space Company EADS N.V.;
FINMECCANICA S.P.A.; Holcim Ltd; ROLLS-ROYCE plc; Siemens
Aktiengesellschaft; PostNL N.V.; REPSOL, S.A.; Bayerische Motoren Werke
Aktiengesellschaft; BRITISH AMERICAN TOBACCO p.l.c.; Daimler AG;
DANONE; DIAGEO PLC; Koninklijke Philips Electronics N.V.; LVMH MOET
HENNESSY LOUIS VUITTON; Nestle S.A.; Svenska Cellulosa Aktiebolaget
SCA; Unilever N.V.; VOLKSWAGEN AKTIENGESELLSCHAFT; ACCOR; Bertelsmann
AG; CARREFOUR; CASINO GUICHARD-PERRACHON; COMPASS GROUP PLC; EXPERIAN
FINANCE PLC; GROUPE AUCHAN; J SAINSBURY plc; Koninklijke Ahold N.V.;
MARKS AND SPENCER p.l.c.; METRO AG; NEXT PLC; PEARSON plc; PPR;
PUBLICIS GROUPE SA; REED ELSEVIER PLC; SAFEWAY LIMITED; SODEXO; TESCO
PLC; Wolters Kluwer N.V.; WPP 2005 LIMITED; AKZO Nobel N.V.; Anglo
American plc; ArcelorMittal; BASF SE; Glencore International AG; Henkel
AG & Co. KGaA; Koninklijke DSM N.V.; LANXESS Aktiengesellschaft; Linde
Aktiengesellschaft; Solvay; XSTRATA PLC; STMicroelectronics N.V.; Bayer
Aktiengesellschaft; SANOFI; Aegon N.V.; Allianz SE; ASSICURAZIONI
GENERALI--SOCIETA PER AZIONI; AVIVA PLC; AXA; BANCA MONTE DEI PASCHI DI
SIENA S.P.A.; BANCO; BILBAO VIZCAYA ARGENTARIA, SOCIEDAD ANONIMA; Banco
Espirito Santo, S.A.; BANCO SANTANDER, S.A.; Bank of Scotland plc;
INTESA SANPAOLO SPA; JTI (UK) FINANCE PLC; Swiss Reinsurance Company
Ltd; Zurich Insurance Company Ltd; Compagnie Financiere Michelin; L'AIR
LIQUIDE SOCIETE ANONYME POUR L'ETUDE ET L'EXPLOITATION DES
[[Page 63907]]
PROCEDES GEORGES CLAUDE; BAE SYSTEMS PLC; BOUYGUES; BP P.L.C.; IMPERIAL
TOBACCO GROUP PLC; KINGFISHER PLC; Suedzucker Aktiengesellschaft
Mannheim/Ochsenfurt; Swedish Match AB; TECHNIP; IMPERIAL CHEMICAL
INDUSTRIES LIMITED; ALTADIS SA; BRITISH SKY BROADCASTING GROUP PLC;
Aktiebolaget Electrolux; THALES; Metso Oyj; Muenchener
Rueckversicherungs-Gesellschaft Aktiengesellschaft in Muenchen;
Syngenta AG; TATE & LYLE PUBLIC LIMITED COMPANY; and TOTAL SA.
In addition, ICC proposes to amend Section 26E of its rules to
include certain additional provisions relevant to the treatment of
restructuring credit events under the iTraxx Contracts and European SN
Contracts.
As discussed in more detail in Item II.A. below, new Section 26F of
the ICC rules provides for the definitions and certain specific
contract terms for cleared iTraxx Contracts. New Section 26G provides
for the definitions and certain specific contract terms for cleared
European SN Contracts.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, ICC 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 these statements may be examined at the places specified in
Item IV below. ICC has prepared summaries, set forth in sections A, B,
and C below, of the most significant aspects of these statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
ICC has identified iTraxx Contracts and European SN Contracts as
products that have become increasingly important for market
participants to manage risk and express views with respect to European
corporate credit risk. ICC's clearance of these Contracts will
facilitate the prompt and accurate settlement of swaps and contribute
to the safeguarding of securities and funds associated with swap
transactions. In addition, ICC notes that the Commodity Futures Trading
Commission has proposed that certain iTraxx Europe CDS contracts would
be subject to mandatory clearing under Section 2(h) of the Commodity
Exchange Act.
iTraxx Contracts have similar terms to the CDX North American Index
CDS contracts (``CDX.NA Contracts'') and CDX Emerging Market Index
(``CDX.EM Contracts'') currently cleared by ICC and governed by
Sections 26A and 26C of the ICC rules. Accordingly, the proposed rules
found in Section 26F largely mirror the ICC rules for those Contracts,
with certain modifications that reflect the underlying reference
entities (European corporate reference entities instead of North
American corporate or Latin American sovereign entities) and
differences in terms and market conventions. The iTraxx Contracts
reference the iTraxx Europe index, the current series of which consists
of 125 European corporate reference entities. iTraxx Contracts,
consistent with market convention and widely used standard terms
documentation, can be triggered by credit events for failure to pay,
bankruptcy and restructuring. iTraxx Contracts will be denominated in
Euro.
Rule 26F-102 (Definitions) sets forth the definitions used for the
iTraxx Contract Rules. An ``Eligible iTraxx Europe Untranched Index''
is defined as ``each particular series and version of an iTraxx Europe
index or sub-index, as published by the iTraxx Untranched Publisher,
included from time to time in the List of Eligible iTraxx Untranched
Indexes,'' which is a list maintained, updated and published from time
to time by the ICC Board of Managers or its designee, containing
certain specified information with respect to each index. ``iTraxx
Europe Untranched Terms Supplement'' refers to the market standard form
of documentation used for credit default swaps on the iTraxx Europe
index, which is incorporated by reference into the contract
specifications in Chapter 26F. The remaining definitions are
substantially the same as the definitions found in ICC Section 26A and
Section 26C, other than certain conforming changes.
Rules 26F-309 (Acceptance of iTraxx Europe Untranched Contract),
26F-315 (Terms of the Cleared iTraxx Europe Untranched Contract), and
26F-316 (Updating Index Version of Fungible Contracts After a Credit
Event or a Succession Event; Updating Relevant Untranched Standard
Terms Supplement) reflect or incorporate the basic contract
specifications for iTraxx Contracts and are substantially the same as
under ICC Section 26A for CDX.NA Contracts and ICC Section 26C for
CDX.EM Contracts. In addition to various non-substantive conforming
changes, proposed Rule 26F-317 (Terms of iTraxx Europe Untranched
Contracts) differs from the corresponding Rule 26A-317 to reflect the
fact that restructuring is a credit event for the iTraxx Contract.
European SN Contracts have similar terms to the North American
Corporate Single Name CDS Contracts (``North American SN Contracts'')
currently cleared by ICC and governed by Section 26B of the Rules and
the Latin American sovereign CDS contracts currently cleared by ICC and
governed by Section 26D of the Rules. Accordingly, the proposed rules
found in Section 26G largely mirror the ICC rules for North American SN
Contracts in Section 26B, with certain modifications that reflect
differences in terms and market conventions between European SN
Contracts and North American SN Contracts. European SN Contracts will
be denominated in Euro.
Rule 26G-102 (Definitions) sets forth the definitions used for the
European SN Contracts. An ``Eligible SNEC Reference Entity'' is defined
as ``each particular Reference Entity included from time to time in the
List of Eligible Reference Entities,'' which is a list maintained,
updated and published from time to time by the ICC Board of Managers or
its designee, containing certain specified information with respect to
each reference entity. The Eligible SNEC Reference Entities will
initially consist of 121 European corporate reference entities
specified in Schedule 502 to the ICC Rules. Certain substantive changes
have also been made to the definition of ``List of Eligible SNEC
Reference Entities'', due to the fact that certain terms and elections
for North American SN Contracts are not applicable to European SN
Contracts. These include (i) the need for an election as to whether
``Restructuring'' is an eligible ``Credit Event'' (it is by contract
term and market convention applicable to all European SN Contracts,
whereas it is generally not applicable to North American SN Contracts)
and (ii) the applicability of certain ISDA supplements that may apply
to North American SN Contracts but do not apply to European SN
Contracts, including the 2005 Monoline Supplement, the ISDA Additional
Provisions for a Secured Deliverable Obligation Characteristic and the
ISDA Additional Provisions for Reference Entities with Delivery
Restrictions. The remaining definitions are substantially the same as
the definitions found in ICC Section 26B, other than certain conforming
changes.
Rules 26G-203 (Restriction on Activity), 26G-206 (Notices Required
of Participants with respect to SNEC Contracts), 26G-303 (SNEC Contract
Adjustments), 26G-309 (Acceptance of SNEC Contracts by ICE Clear
Credit),
[[Page 63908]]
26G-315 (Terms of the Cleared SNEC Contract), 26G-316 (Relevant
Physical Settlement Matrix Updates), 26G-502 (Specified Actions), and
26G-616 (Contract Modification) reflect or incorporate the basic
contract specifications for European SN Contracts and are substantially
the same as under ICC Section 26B for North American SN Contracts,
except as follows. In addition to various non-substantive conforming
changes, the proposed rules differ from the existing North American SN
Contracts in that the contract terms in Rule 26G-315 incorporate the
relevant published ISDA physical settlement matrix terms for Standard
European Corporate transactions, rather than Standard North American
Corporate transactions, and, as noted in the preceding paragraph,
certain elections and supplements used for North American SN Contracts
are not applicable to European SN Contracts. In addition, the contracts
reflect the fact that under the ISDA physical settlement matrix terms,
the restructuring credit event and the related additional terms for
``Modified Restructuring Maturity Limitation and Conditionally
Transferable Obligation'' under the ISDA Credit Derivatives Definitions
(commonly referred to as ``Mod Mod R'' terms) apply to European SN
Contracts.
In addition, ICC proposes to make conforming changes in Section 26E
of the Rules (the CDS Restructuring Rules), principally to address the
particular restructuring terms that apply to iTraxx Contracts and
European SN Contracts. Specifically, ICC proposes to modify the notice
delivery procedures in Rule 26E-104 to include ``notices to exercise
movement option'' under the Mod Mod R terms. In addition, the
definition of ``Triggered Restructuring CDS Contract'' has been
modified to reflect that under Mod Mod R terms a CDS contract may be
triggered in part following a restructuring credit event.
Section 17A(b)(3)(F) of the Act \3\ requires, among other things,
that the rules of a clearing agency be designed to promote the prompt
and accurate clearance and settlement of securities transactions and,
to the extent applicable, derivative agreements, contracts, and
transactions. ICC believes that the proposed rule change is consistent
with the requirements of the Act and the rules and regulations
thereunder applicable to ICC, in particular, to Section 17(A)(b)(3)(F),
because ICC believes that the clearance of iTraxx and European SN
Contracts will facilitate the prompt and accurate settlement of swaps
and contribute to the safeguarding of securities and funds associated
with swap transactions.
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\3\ 15 U.S.C. 78q-1(b)(3)(F).
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B. Self-Regulatory Organization's Statement on Burden on Competition
ICC does not believe the proposed rule change would have any
impact, or impose any burden, on competition.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants or Others
Written comments relating to the proposed rule change have not been
solicited or received. ICC will notify the Commission of any written
comments received by ICC.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
(A) By order approve or disapprove the proposed rule change or
(B) institute proceedings to determine whether the proposed rule
change should be disapproved.
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-ICC-2012-18 on the subject line.
Paper Comments
Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-ICC-2012-18. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for Web site viewing and
printing in the Commission's Public Reference Room, 100 F Street NE.,
Washington, DC 20549, on official business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of such filings will also be available
for inspection and copying at the principal office of ICE Clear Credit
and on ICE Clear Credit's Web site at https://www.theice.com/publicdocs/regulatory_filings/ICEClearCredit_092812.pdf.
All comments received will be posted without change; the Commission
does not edit personal identifying information from submissions. You
should submit only information that you wish to make available
publicly. All submissions should refer to File Number SR-ICC-2012-18
and should be submitted on or before November 7, 2012.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\4\
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\4\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-25499 Filed 10-16-12; 8:45 am]
BILLING CODE 8011-01-P