[Federal Register Volume 79, Number 96 (Monday, May 19, 2014)]
[Notices]
[Pages 28792-28794]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-11437]
[[Page 28792]]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-72157; File No. SR-NYSEARCA-2014-52]
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change Relating to Name
Changes of Its Ultimate Parent, IntercontinentalExchange Group, Inc.,
and Its Indirect Parents, IntercontinentalExchange, Inc. and NYSE
Euronext Holdings LLC
May 13, 2014.
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 May 5, 2014, NYSE Arca, Inc. (the ``Exchange'' or ``NYSE
Arca'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I and II
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
NYSE Arca., a New York corporation, registered national securities
exchange and self-regulatory organization, is submitting this rule
filing (the ``Proposed Rule Change'') to the U.S. Securities and
Exchange Commission (the ``Commission'') in connection with the change
in name of NYSE Arca's ultimate parent entity, IntercontinentalExchange
Group, Inc., a Delaware corporation (``ICE Group''), ICE Group's direct
subsidiary (and NYSE Arca's indirect parent), IntercontinentalExchange,
Inc., a Delaware corporation (``ICE Inc.''), and ICE Inc.'s direct
subsidiary (and NYSE Arca's indirect parent), NYSE Euronext Holdings
LLC, a Delaware limited liability company (``NYX Holdings''). ICE Group
intends to change its name to Intercontinental Exchange, Inc. ICE Inc.
will change its name to Intercontinental Exchange Holdings, Inc. and
NYX Holdings will change its name to NYSE Holdings LLC.
NYX Holdings owns 100% of the equity interest of NYSE Group, Inc.,
a Delaware corporation (``NYSE Group''), which in turn directly or
indirectly owns (1) 100% of the equity interest of three registered
national securities exchanges and self-regulatory organizations
(together, the ``NYSE Exchanges'')--the New York Stock Exchange LLC
(the ``Exchange''), NYSE Arca and NYSE MKT LLC--and (2) 100% of the
equity interest of NYSE Market (DE), Inc., NYSE Regulation, Inc., NYSE
Arca L.L.C., NYSE Arca Equities, Inc. (``NYSE Arca Equities'') and NYSE
Amex Options LLC. Each of the Exchange and NYSE MKT will be separately
filing a proposed rule change in connection with the matters addressed
herein that will be substantially the same as the Proposed Rule Change.
The Exchange, NYSE Arca proposes to amend the Rules of NYSE Arca
Equities, as well as organizational documents of ICE Group, ICE Inc.,
NYX Holdings, NYSE Group, the NYSE Exchanges, rules of the Exchange and
NYSE MKT, board independence policies of ICE Group and subsidiaries,
and the Amended and Restated Trust Agreement by and among NYX Euronext,
NYSE Group, and certain trustees, to reflect the name changes described
above. The text of Exhibits 5A through 5O to the proposed rule change
is available on the Exchange's Web site at www.nyse.com, at the
principal office of the Exchange, and at the Commission's Public
Reference Room [sic].
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
Statutory Basis for, the Proposed Rule Change
1. Purpose
NYSE Arca is proposing, in connection with the corporate name
change of its corporate parents, to amend the organizational documents
of ICE Group, ICE Inc., NYX Holdings, the NYSE Exchanges, the rules of
the Exchange, NYSE MKT and NYSE ARCA Equities, the board independence
policies of ICE Group and subsidiaries, and the Amended and Restated
Trust Agreement by and among NYSE Euronext, NYSE Group, and certain
trustees. Specifically,
The Certificate of Amendment of ICE Group's Certificate of
Incorporation would remove the reference to ``IntercontinentalExchange
Group, Inc.'', and replace it with ``Intercontinental Exchange, Inc.''
(see Exhibit 5A)
The Second Amended and Restated Bylaws of
IntercontinentalExchange Group, Inc. would be amended to replace
references to ``IntercontinentalExchange Group, Inc.'' with
``Intercontinental Exchange, Inc.''; ``IntercontinentalExchange, Inc.''
will be replaced with ``Intercontinental Exchange Holdings, Inc.'';
``ICE Inc.'' will be replaced with ``ICE Holdings''; reference to
``NYSE Euronext Holdings LLC'' will be replaced with ``NYSE Holdings
LLC'', and reference to ``NYX Holdings'' will be replaced with ``NYSE
Holdings''. (see Exhibit 5B)
The Independence Policy of the Board of Directors of
IntercontinentalExchange Group, Inc. will be amended to remove
reference to ``IntercontinentalExchange Group, Inc.'' and replace it
with reference to ``Intercontinental Exchange, Inc.'' (see Exhibit 5C)
The Fifth Amended and Restated Certificate of
Incorporation and Second Amended and Restated Bylaws of
IntercontinentalExchange, Inc. both would be amended to replace
``IntercontinentalExchange, Inc.'' with ``Intercontinental Exchange
Holdings, Inc.'' References in these documents to
``IntercontinentalExchange Group, Inc.'' and ``ICE Group'' would be
replaced with ``Intercontinental Exchange, Inc.'' and ``ICE'',
respectively. All references to ``NYSE Euronext Holdings LLC'' would be
replaced with ``NYSE Holdings LLC''. (see Exhibits 5D and 5E)
The Certificate of Formation of NYSE Euronext Holdings
LLC, as amended, would be further amended to change the name of the
company to NYSE Holdings LLC. (see Exhibit F [sic])
The Fourth Amended and Restated Limited Liability Company
Agreement of NYSE Euronext Holdings LLC would be amended and restated
to delete reference to ``NYSE Euronext Holdings LLC'' and replace it
with ``NYSE Holdings LLC''. All references in the Agreement to
``IntercontinentalExchange Group, Inc.'', ``IntercontinentalExchange,
Inc.'', and ``ICE Group'' would be replaced with ``Intercontinental
Exchange, Inc.'', ``Intercontinental Exchange Holdings, Inc.'' and
``ICE'', respectively. (see Exhibit 5G)
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The Fifth Amended and Restated Operating Agreement of the
Exchange, the Fourth Amended and Restated Operating Agreement of NYSE
MKT LLC, the Third Amended and Restated Bylaws of NYSE Market (DE),
Inc. and the Fifth Amended and Restated Bylaws of NYSE Regulation, Inc.
would be amended to replace reference to ``IntercontinentalExchange
Group, Inc.'' and ``ICE Group'' with ``Intercontinental Exchange,
Inc.'' and ``ICE'' respectively. (see Exhibits 5H, 5I, 5J and 5K)
The Rules of the Exchange and NYSE MKT would be amended to
replace reference to ``IntercontinentalExchange Group, Inc.'', ``ICE
Group'', ``NYSE Euronext Holdings LLC'' and ``NYX Holdings'' with
``Intercontinental Exchange Group, Inc.'' [sic], ``ICE'', ``NYSE
Holdings LLC'' and ``NYSE Holdings''. In addition, the rules would be
amended to include reference to Intercontinental Exchange Holdings,
Inc.\4\ (see Exhibits 5L and 5M)
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\4\ See NYSE MKT Rules 22 and 422, and NYSE Rules 22 and 422.
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The Rules of NYSE ARCA Equities would be amended to delete
reference to ``IntercontinentalExchange Group, Inc.'' and ``ICE Group''
and replace them with ``Intercontinental Exchange, Inc.'' and ``ICE'',
respectively. (see Exhibit 5N)
The Independence Policy of the Board of Directors for each
of New York Stock Exchange LLC, NYSE MKT LLC, NYSE Market (DE), Inc.
and NYSE Regulation, Inc. would be amended to delete reference to
``IntercontinentalExchange Group, Inc.'' and ``ICE Group'' and replace
them with ``Intercontinental Exchange, Inc.'' and ``ICE'',
respectively. (see Exhibit 5O)
The Amended and Restated Trust Agreement by and among NYSE
Euronext, NYSE Group, Inc., and certain trustees, would be amended to
reflect that NYSE Euronext Holdings LLC will be renamed ``NYSE Holdings
LLC''. The Trust Agreement also would be amended to delete the
definition of ``ICE Group'' and replace it with a definition of
``ICE''. (see Exhibit 5P)
Resolutions of the board of directors of ICE Group
authorizing the name changes are included as Exhibit 5Q.
None of the foregoing changes is substantive.
2. Statutory Basis
The Exchange believes that the Proposed Rule Change is consistent
with Section 6(b) of the Securities Exchange Act of 1934 (the
``Act''),\5\ in general, and Section 6(b)(5) of the Act,\6\ in
particular, in that it is designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade, to foster cooperation and coordination with
persons engaged in 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. The name change at ICE Group will restore to the
public company the name it used from inception until late 2013; the
name change at ICE Inc. reduces the risk of confusing ICE Inc. with ICE
Group; and the name change at NYX Holdings eliminates ``Euronext'' in
anticipation of the announced plan to sell Euronext.
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\5\ 15 U.S.C. 78f(b).
\6\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the Proposed Rule Change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The Proposed Rule Change
relates to internal name changes only.
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
Because the proposed rule change does not (i) significantly affect
the protection of investors or the public interest; (ii) impose any
significant burden on competition; and (iii) become operative for 30
days from the date on which it was filed, or such shorter time as the
Commission may designate, the proposed rule change has become effective
pursuant to Section 19(b)(3)(A) of the Act \7\ and Rule 19b-4(f)(6)
thereunder.\8\
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\7\ 15 U.S.C. 78s(b)(3)(A).
\8\ 17 CFR 240.19b-4(f)(6). As required under Rule 19b-
4(f)(6)(iii), the Exchange provided the Commission with written
notice of its intent to file the proposed rule change, along with a
brief description and the text of the proposed rule change, at least
five business days prior to the date of filing of the proposed rule
change, or such shorter time as designated by the Commission.
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The Exchange has asked the Commission to waive the 30-day operative
delay so that the proposal may become operative immediately upon
filing. The Commission believes that waiving the 30-day operative delay
is consistent with the protection of investors and the public interest
as it will enable the Exchange to implement a name change as soon as
practicable after it is approved by the stockholders of ICE Group in
connection with the acquisition of NYSE Euronext. For this reason, the
Commission designates the proposed rule change to be operative upon
filing.\9\
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\9\ For purposes only of waiving the 30-day operative delay, the
Commission has also considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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At any time within 60 days of the filing of the 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 to
determine whether the proposed rule should be approved or 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-NYSEARCA-2014-52 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.
All submissions should refer to File Number SR-NYSEARCA-2014-52. 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
[[Page 28794]]
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
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; 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-NYSEARCA-2014-52 and should be submitted on or before
June 9, 2014.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\10\
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\10\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-11437 Filed 5-16-14; 8:45 am]
BILLING CODE 8011-01-P