[Federal Register Volume 83, Number 109 (Wednesday, June 6, 2018)]
[Notices]
[Page 26331]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-12113]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-83355; File No. SR-NYSE-2017-53]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Designation of a Longer Period for Commission Action on a
Proposed Rule Change To Amend the Listed Company Manual for Special
Purpose Acquisition Companies To Lower the Initial Holders Requirement
From 300 to 150 Round Lot Holders and To Eliminate Completely the 300
Public Stockholders Continued Listing Requirement, To Require at Least
$5 Million in Net Tangible Assets for Initial and Continued Listing,
and To Impose a 30-Day Deadline To Demonstrate Compliance With Certain
Initial Listing Requirements Following a Business Combination
May 31, 2018.
On November 16, 2017, New York Stock Exchange LLC (``NYSE'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a
proposed rule change to amend the Listed Company Manual for Special
Purpose Acquisition Companies (``SPACs'') \3\ to lower the initial
holders requirement from 300 to 150 round lot holders and to eliminate
the continued listing requirement of 300 public stockholders
completely, to require at least $5 million in net tangible assets for
initial listing and continued listing, and to allow companies 30 days
to demonstrate compliance with the applicable holder requirements of
Section 102.01A in the Listed Company Manual following a business
combination. Finally, NYSE proposes to eliminate certain alternative
initial listing distribution criteria for SPACs that list in connection
with a transfer or quotation. The proposed rule change was published
for comment in the Federal Register on December 6, 2017.\4\ In
response, the Commission received two comments on the proposal.\5\ On
January 18, 2018, the Commission extended the time period within which
to approve the proposed rule change, disapprove the proposed rule
change, or institute proceedings to determine whether to approve or
disapprove the proposed rule change to March 6, 2018.\6\ The Commission
issued an order instituting proceedings under Section 19(b)(2)(B) of
the Act to determine whether to approve or disapprove the proposed rule
change on March 5, 2018 (``OIP'').\7\ The Commission received one
additional comment letter in response to the OIP.\8\
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ The Commission notes that throughout this Notice we have
used the term ``SPAC'' or ``SPACs.'' These terms have the same
meaning as an ``Acquisition Company'' or ``AC'' which is the term
used by NYSE in its current proposed rule filing and rule text.
\4\ See Securities Exchange Act Release No. 82180 (November 30,
2017), 82 FR 57632 (December 6, 2017) (``Notice'').
\5\ See Letters to Brent J. Fields, Secretary, Commission, from
Michael Kitlas, dated November 30, 2017 (``Kitlas Letter'') and
Jeffrey P. Mahoney, General Counsel, Council of Institutional
Investors, dated December 20, 2017 (``CII Letter'').
\6\ See Securities Exchange Act Release No. 82531 (January 18,
2018), 83 FR 3371 (January 24, 2018) (``Extension'').
\7\ See Securities Exchange Act Release No. 82804 (March 5,
2018), 83 FR 10530 (March 9, 2018).
\8\ See Letters to Brent J. Fields, Secretary, Commission, from
Jeffrey P. Mahoney, General Counsel, Council of Institutional
Investors, dated March 26, 2018 (``CII Letter II'').
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Section 19(b)(2) of the Act \9\ provides that, after initiating
disapproval proceedings, the Commission shall issue an order approving
or disapproving the proposed rule change not later than 180 days after
the date of publication of notice of filing of the proposed rule
change. The Commission may, however, extend the period for issuing an
order approving or disapproving the proposed rule change by not more
than 60 days if the Commission determines that a longer period is
appropriate and publishes the reasons for such determination. The
proposed rule change was published for notice and comment in the
Federal Register on December 6, 2017. June 4, 2018 is 180 days from
that date, and August 3, 2018 is 240 days from that date. The
Commission finds it appropriate to designate a longer period within
which to issue an order approving or disapproving the proposed rule
change so that it has sufficient time to consider the proposed rule
change and the comment letters. Accordingly, the Commission, pursuant
to Section 19(b)(2) of the Act,\10\ designates August 3, 2018, as the
date by which the Commission shall either approve or disapprove the
proposed rule change (File No. SR-NYSE-2017-53).
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\9\ 15 U.S.C. 78s(b)(2).
\10\ Id.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\11\
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\11\ 17 CFR 200.30-3(a)(31).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-12113 Filed 6-5-18; 8:45 am]
BILLING CODE 8011-01-P