SECURITIES AND EXCHANGE COMMISSION 

(Release No. 34-98331; File No. 4-809)

September 8, 2023

Notice of Filing and Request for Comment on ICE Clear Europe Limited’s Request to Withdraw 

from Registration as a Clearing Agency

I. Introduction

Pursuant to Section 19(a)(3) of the Securities Exchange Act of 1934 (“Exchange Act” or 

“Act”),1 on August 10, 2023, ICE Clear Europe Limited (“ICE Clear Europe”) filed with the 

Securities and Exchange Commission (“Commission”) a written request (the “Written 

Request”)2 to withdraw from registration as a clearing agency under Section 17A of the 

Exchange Act.

3 The Commission is publishing this notice to solicit comments from interested 

persons concerning ICE Clear Europe’s Written Request.

II. Description

The statements in this Item II concerning the background of ICE Clear Europe’s request 

for withdrawal from registration as a clearing agency and its reasons for making the request have 

been submitted by ICE Clear Europe in its Written Request. ICE Clear Europe is registered with 

the Commission as a clearing agency under Section 17A of the Exchange Act.

4 In its Written 

Request, ICE Clear Europe represents that it intends to terminate its credit default swap clearing 

business as of October 27, 2023 and, on that basis, seeks to withdraw its registration as a clearing 

1 15 U.S.C. 78s(a)(3).

2 See Letter from Hester Serafini, President, ICEEU, to Vanessa Countryman, Secretary, Securities and 

Exchange Commission (dated August 10 2023).

3 15 U.S.C. 78q-1.

4 15 U.S.C. 78q-1.
2

agency pursuant to Section 19(a)(3) of the Act on that date or as soon thereafter as is 

practicable.

5

A. Background

ICE Clear Europe states in the Written Request that it is a clearing agency registered with 

the Commission that is based in London, United Kingdom (“UK”) and incorporated as a private 

limited company under English law.6 ICE Clear Europe is an indirect wholly owned subsidiary 

of Intercontinental Exchange, Inc (“ICE”). ICE Clear Europe provides clearing and settlement 

services for two primary categories of derivative contracts: (1) exchange-traded futures and 

options contracts traded on the ICE Futures Europe, ICE Futures U.S., ICE Endex, and ICE 

Futures Abu Dhabi markets (the “F&O Business”); and (2) over-the-counter index and singlename credit default swap (“CDS”) contracts (the “CDS Business”).

In addition to its registration as a clearing agency under the Act, ICE Clear Europe 

further states in the Written Request that it is: authorized as a recognized clearing house under 

UK law;

7 recognized as a third-country central counterparty under the European Market 

Infrastructure Regulation;

8 registered as a derivatives clearing organization (“DCO”) under the 

Commodity Exchange Act;9 recognized as a foreign central counterparty under the Swiss 

5 See 15 U.S.C. 78s(a)(3).

6 “Clearing agency” is defined in Section 3(a)(23)(A) of the Act as, in relevant part, “any person who acts as 

an intermediary in making payments or deliveries or both in connection with transactions in securities or 

who provides facilities for comparison of data respecting the terms of settlement of securities transactions, 

to reduce the number of settlements of securities transactions, or for the allocation of securities settlement 

responsibilities.” 15 U.S.C. 78c(a)(23)(A). 

7 See UK Financial Services and Markets Act of 2000 c. 8, available at 

https://www.legislation.gov.uk/ukpga/2000/8/contents. 

8 See Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC 

derivatives, central counterparties and trade repositories.

9 See 7 U.S.C. 7a-1.
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Financial Market Infrastructure Act;10 and recognized as a remote clearing house in the Abu 

Dhabi Global Market.11

In addition, on July 23, 2009, the Commission granted ICE Clear Europe a temporary 

conditional exemption from the requirement to register as a clearing agency under Section 17A 

of the Act solely to perform the functions of a clearing agency for “Cleared CDS.”12

Section 763(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 

2010 (“Dodd-Frank Act”)

13 added Section 17A(l) to the Exchange Act,14 which provides, in 

relevant part, that a DCO registered with the CFTC that is required to register under Section 17A

is deemed to be registered under Section 17A solely for the purpose of clearing SBS to the extent 

that, before the date of enactment of Section 17A(l), the DCO cleared swaps pursuant to an 

exemption from registration as a clearing agency. Pursuant to Section 17A(l) of the Act,15 ICE 

Clear Europe was deemed registered as a clearing agency for the purpose of clearing securitybased swaps, specifically single-name CDS.16 Effective July 16, 2011, ICE Clear Europe 

10 See Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives 

Trading of 19 June 2015.

11 See Abu Dhabi Global Market Financial Services and Markets Regulations 2015, available at 

https://en.adgm.thomsonreuters.com/rulebook/financial-services-and-markets-regulations-2015-0. 

12 See Order Granting Temporary Exemptions Under the Securities Exchange Act of 1934 in Connection with 

Request on Behalf of Ice Clear Europe Limited Related to Central Clearing of Credit Default Swaps, and 

Request for Comments, Securities Exchange Act Release No. 60372 (July, 23, 2009), 74 FR 37748 (July

29, 2009) (“Original Registration Exemption”). The Original Registration Exemption was extended on 

November 29, 2010. Order Extending Temporary Conditional Exemptions Under The Securities Exchange 

Act of 1934 in Connection with Request on Behalf of Ice Clear Europe, Limited Related to Central 

Clearing of Credit Default Swaps and Request for Comment, Securities Exchange Act Release No. 63389 

(Nov. 29, 2010), 75 FR 75520 (Dec. 3, 2010).

13 The Dodd-Frank Wall Street Reform and Consumer Protection Act, Public Law 111-203, 124 Stat. 1376 

(2010).

14 15 U.S.C. 78q-1(1).

15 Section 17A(l) of the Act was added by Section 763(b) of the Dodd-Frank Wall Street Reform and 

Consumer Protection Act, Pub. L. No. 111-203, 124 Stat. 1376 (2010).

16 See Amendment to Rule Filing Requirements for Dually-Registered Clearing Agencies, Securities 

Exchange Act Release No. 69284, 78 FR 21046, 21047 & n.20 (Apr. 9, 2013) (File No. S7-29-11). ICE 

Clear Europe does not clear security-based swaps other than single-name CDS.
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became a registered clearing agency for purposes of clearing single-name CDS.17 ICE Clear 

Europe constitutes a “covered clearing agency” for purposes of Commission Rule 17Ad-22.18 

Subsequently, in connection with the proposed merger of ICE Clear Europe’s indirect 

parent company, Intercontinental Exchange, Inc., and NYSE Euronext, ICE Clear Europe 

requested from the Commission an exemption from clearing agency registration under Section 

17A(b) of the Act and Rule 17Ab2-1 thereunder in connection with ICE Clear Europe’s clearing 

of certain futures and options contracts on underlying U.S. equity securities, which contracts 

were traded on the LIFFE Administration and Management Market (and subsequently have been 

traded on the ICE Futures Europe market), as part of ICE Clear Europe’s F&O Business.

19 By 

order dated June 27, 2013, the Commission granted ICE Clear Europe’s request (the “Securities 

Product Exemption”).20 ICE Clear Europe states that activity is unrelated to ICE Clear Europe’s

CDS Business.

B. Planned Termination of the CDS Business

As it has publicly announced, ICE Clear Europe has determined to cease acting as a 

clearing agency for all classes of CDS contracts, thus terminating its CDS Business in its 

entirety.21 ICE Clear Europe Clearing Rules provide a procedure for the termination of clearing 

services in this product category and set out the rights and obligations of Clearing Members and 

17 See id.

18 See Definition of “Covered Clearing Agency,” Securities Exchange Act Release No. 88616, 85 FR 28853, 

28855 n.21 (May 14, 2020) (File No. S7-23-16). 

19 See Order Pursuant to Section 17A of the Securities Exchange Act of 1934 Granting Exemption from the 

Clearing Agency Registration Requirement Under Section 17A(b) of the Exchange Act for ICE Clear 

Europe Limited in Connection with its Proposal to Clear Contracts Traded on the LIFFE Administration 

and Management Market, Exchange Act Release No. 69872 (June 27, 2013), 78 FR 40220 (July 3, 2013).

20 Id. 

21 Cessation of Clearing of CDS Contracts, Circular C22/076 (June 30, 2022), available at 

https://www.theice.com/publicdocs/clear_europe/circulars/C22076.pdf.
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ICE Clear Europe in connection with the termination, including ICE Clear Europe’s obligation to 

provide advance notice of the termination by Circular.

22

By Circular, ICE Clear Europe has designated October 27, 2023 as the date on which it 

will terminate all services related to its CDS Business.

23 This date is defined in ICE Clear 

Europe's Rule 101 as the “Withdrawal Date.”24 CDS Clearing Members are required under ICE 

Clear Europe’s Rules to use reasonable endeavors to close out all of their open cleared CDS 

positions by that date.25 Furthermore, until the Withdrawal Date, CDS Clearing Members are 

only permitted to submit for clearing new CDS transactions for risk reducing purposes.26 If a 

CDS Clearing Member has complied with its obligations to close out all of its cleared CDS 

positions at ICE Clear Europe by the Withdrawal Date, the “Termination Date” for that 

member’s CDS clearing membership under ICE Clear Europe’s Rules will occur as soon as 

practicable thereafter.27 To the extent any CDS Clearing Member has not closed out all of its 

own cleared CDS positions by the Withdrawal Date, ICE Clear Europe has the authority under 

22 See, e.g., ICE Clear Europe Rule 105. Capitalized terms used but not defined herein have the meanings 

specified in the ICE Clear Europe Clearing Rules (the “ICE Clear Europe Rules”). In its rules, ICE Clear 

Europe defines the term “Circular” to mean a publication issued by ICE Clear Europe for the attention of 

all Clearing Members and posted on ICE Clear Europe’s website in accordance with ICE Clear Europe’s 

Rule 109(g). 

23 See ICE Clear Europe, Circular C22/109, Cessations of clearing of CDS Contracts: Postponement of 

Withdrawal Date (dated Sep. 26, 2022), available at 

https://www.theice.com/publicdocs/clear_europe/circulars/C22109.pdf. 

24 Under ICE Clear Europe Rule 105(c), the Withdrawal Date, or October 27, 2023, will also be the

“Termination Close-Out Deadline Date” and the “Termination Date” (i.e., the date on which a CDS 

Clearing Member’s membership as such terminates) as those terms are defined in ICE Clear Europe Rule 

101 and used in ICE Clear Europe Rule 918. 

25 See ICE Clear Europe Rules 105(c), 209(b), and 918(a)(i). As discussed in Circular C22/076, ICE Clear 

Europe will, upon request of a CDS Clearing Member, facilitate the termination and reestablishment of

positions at another clearing house.

26 See ICE Clear Europe Rules 105(c), 209(b), and 918(a)(iii). 

27 The occurrence of the Termination Date for a CDS Clearing Member has a number of consequences under 

the Rules, including that the CDS Clearing Member is not responsible for replenishment of the CDS 

Guaranty Fund in respect of Events of Default with respect to other CDS Clearing Members occurring after 

such date. See ICE Clear Europe Rule 918(d).
6

ICE Clear Europe’s Rules to terminate and cash settle those contracts28 and represents in the 

Written Request that it would expect to do so at that time. Following termination of all CDS 

positions, ICE Clear Europe’s Rules require ICE Clear Europe to calculate a final settlement 

amount for each CDS Clearing Member reflecting any net amount due to or from the CDS 

Clearing Member.

ICE Clear Europe states that, as a result of these provisions, effective as of the 

Withdrawal Date, it will cease to clear any CDS contracts, no additional CDS contracts will be 

accepted for clearing, and all outstanding CDS transactions will be terminated. Thus, as of the 

Withdrawal Date, ICE Clear Europe’s CDS Business will be terminated. Both ICE Clear Europe 

and CDS Clearing Members will be obligated to satisfy any respective final settlement amount 

arising from such termination, including with respect to any final fees and interest payments (for 

the October 2023 period). ICE Clear Europe represents in the Written Request that the 

termination of the CDS Business will have no effect on the F&O Business, and that Clearing

Members that are both F&O Clearing Members and CDS Clearing Members will continue in 

their capacities as F&O Clearing Members after the Withdrawal Date.

C. Request for Withdrawal of Clearing Agency Registration

ICE Clear Europe represents in the Written Request that, upon termination of the CDS 

Business on the Withdrawal Date as described above, ICE Clear Europe would no longer be 

engaged in any clearing agency activity relating to security-based swaps. As a result, ICE Clear 

Europe would no longer be required to be registered as a clearing agency under Section 17A of 

the Act. Accordingly, ICE Clear Europe requests withdrawal of its registration as of the 

Withdrawal Date, or as soon as practicable thereafter.

28 See ICE Clear Europe Rule 105(b).
7

In support of this request, ICE Clear Europe represents as follows:

1. ICE Clear Europe has notified its CDS Clearing Members, by Circular, that under 

ICE Clear Europe Rule 105 they are obligated to use reasonable endeavors to

close out all open positions in CDS Contracts by the Withdrawal Date of October 

27, 2023.

2. At end-of-day (18:00 London time) on October 26, 2023, ICE Clear Europe will 

be permanently closed for CDS trade submission. Accordingly, effective as of the 

Withdrawal Date, ICE Clear Europe will no longer accept any CDS Contracts for 

clearing, and all open positions in CDS Contracts will have been closed out by the 

CDS Clearing Members holding the positions. To the extent any CDS Clearing 

Member has not completed the closing out of any open CDS positions as of the 

Withdrawal Date, ICE Clear Europe will be entitled and expects, pursuant to ICE 

Clear Europe Rule 105(b), to terminate and cash settle such positions. As a result, 

all liabilities in respect of the close out and/or termination of any open positions in 

CDS Contracts will be finally determined by end-of-day (18:00 London time) on 

the Withdrawal Date.29

3. Accordingly, effective as of the Withdrawal Date, ICE Clear Europe will no 

longer be performing any activities of a clearing agency with respect to securitybased swaps that would require registration under the Act.

29 ICE Clear Europe states in its request letter that, if there were to be an Event of Default with respect to a 

CDS Clearing Member at or prior to the Withdrawal Date, other CDS Clearing Members would remain 

liable with respect to losses arising therefrom, to the extent provided in ICE Clear Europe’s Rules, through 

application of their CDS Guaranty Fund Contributions and obligations to pay assessments as necessary. 

Under ICE Clear Europe Rule 105(a), ICE Clear Europe could also elect to further delay the Withdrawal 

Date until the completion of the CDS default management process. In such case, ICE Clear Europe would 

similarly expect to delay its withdrawal from clearing agency registration until the completion of the 

default management process.
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4. On the next business day following the Withdrawal Date (i.e., October 30, 2023), 

any remaining Margin or Permitted Cover held by ICE Clear Europe in respect of 

CDS Contracts will be available to CDS Clearing Members for withdrawal in 

accordance with standard ICE Clear Europe procedures, either through “autorelease” under ICE Clear Europe’s banking system or as instructed by the relevant 

CDS Clearing Member. On that same day (i.e., October 30, 2023), a new 

Guaranty Fund Period for the CDS Guaranty Fund will start. ICE Clear Europe 

will set the required CDS Guaranty Fund Contribution to “zero” and notify CDS 

Clearing Members in accordance with ICE Clear Europe Rule 1102 by end-of-day 

that same day (i.e., 18:00 London Time on October 30, 2023). The next day, on 

October 31, 2023, the CDS Guaranty Fund Contributions of CDS Clearing 

Members will be available for withdrawal in accordance with standard ICE Clear 

Europe procedures, either through “auto-release” under ICE Clear Europe’s 

banking system or as instructed by the relevant CDS Clearing Member.

5. On the following Monday, November 6, 2023, ICE Clear Europe will follow its

business-as-usual established processes for clearing membership terminations to

calculate a final settlement amount reflecting any remaining net amount owed to 

or by each CDS Clearing Member, including with respect to any final fees and 

interest payments for the October 2023 period. Any such final amounts will be 

settled by 09:00 London time on November 7, 2023.

6. ICE Clear Europe, based on the above, believes that all known claims of ICE 

Clear Europe and CDS Clearing Members relating to the CDS Business will have 

been determined and settled as of the Withdrawal Date or, if any claims are not 
9

yet settled as of the Withdrawal Date, they will be settled on November 7, 2023 

pursuant to its business-as-usual established processes described above. Based on 

ICE Clear Europe’s Rules, ICE Clear Europe expects that claims against it in 

respect of the CDS clearing business would be limited to those of CDS Clearing 

Members arising in connection with cleared CDS contracts. Accordingly, once 

such contracts are terminated and finally settled in accordance with ICE Clear 

Europe’s Rules as described above, and the Margin, Permitted Cover, and CDS 

Guaranty Fund Contributions of CDS Clearing Members are made available for 

withdrawal as described above, ICE Clear Europe does not anticipate that there 

would be any further claims of CDS Clearing Members in respect of the CDS 

clearing business. ICE Clear Europe further does not believe other persons would 

have claims against it in respect of cleared CDS contracts30 and that it has no 

other known or anticipated claims by or against it that are associated with its CDS 

Business or clearing agency registration. However, to the extent any valid claims 

relating to the CDS business may nonetheless be brought against it in the five 

years following withdrawal from registration (or such longer period as may be 

required by law), ICE Clear Europe—which will remain a going concern—would

expect to pay such claims in the ordinary course of its operations. Finally, ICE 

Clear Europe will maintain records necessary to evaluate and address any 

contingent or other claims that be brought against it after withdrawal of its 

registration, for the period and in the manner discussed in point 7 below.

30 See, e.g., ICE Clear Europe Rule 111(f).
10

7. ICE Clear Europe will retain and maintain all documents, books, and records, 

including correspondence, memoranda, papers, notices, accounts, and other 

records made or received by it in the ordinary course of its CDS Business and its 

activities as a registered clearing agency, in accordance with the requirements of 

Exchange Act Rule 17a-1(a) and (b),31 for a period of at least five years from the 

effective date of the withdrawal of registration. ICE Clear Europe further will 

produce such records and furnish such information at the request of any 

representative of the Commission, in accordance with Exchange Act Rule 17a1(c).32

8. Following the effectiveness of its withdrawal from registration hereunder, ICE 

Clear Europe will not seek to engage in securities clearing activity relating to 

security-based swaps in reliance on any deemed registered status pursuant to 

Section 17A(l) of the Act. ICE Clear Europe notes that its affiliate, ICE Clear 

Credit LLC, will continue to clear security-based swaps as a registered clearing 

agency. If other affiliates of ICE Clear Europe seek to clear security-based swaps 

or other securities products in a manner that requires registration with the 

Commission under the Act, such affiliate would do so after registration with the 

Commission pursuant to the process set forth in Exchange Act Rule 17Ab2-1.33

ICE Clear Europe therefore requests that the Commission issue an order, pursuant to 

Section 19(a)(3) of the Act,34 that its registration as a clearing agency under Section 17A of the 

31 17 CFR 240.17a-1(a) and (b).

32 See also 17 CFR 240.17a-1(c).

33 17 CFR 240.17Ab2-1. 

34 15 U.S.C. 78s(a)(3).
11

Act35 with respect to security-based swaps be withdrawn as of the Withdrawal Date of October 

27, 2023, or as soon as practicable thereafter.

In the Written Request, ICE Clear Europe also requests that, effective as of the 

withdrawal of its registration hereunder, the Securities Product Exemption be withdrawn. As 

noted above, ICE Clear Europe requested, and the Commission granted, the Securities Product 

Exemption in light of the combination of security-based swap clearing activity and securities 

option clearing activity contemplated by ICE Clear Europe at the time. ICE Clear Europe 

represents in the Written Request that, upon cessation of security-based swap clearing activity 

and withdrawal of its clearing agency registration, ICE Clear Europe will fall within the category 

of foreign clearing agencies for which registration (or an exemption) is not required due to its 

lack of contact with the U.S.

36 Accordingly, in ICE Clear Europe’s view, the Securities Product 

Exemption will not be necessary for ICE Clear Europe’s continued operation of the F&O 

clearing service following withdrawal of its clearing agency registration. As a result, ICE Clear 

Europe requests that the Commission terminate the Securities Product Exemption at the same 

time it approves ICE Clear Europe’s request to withdraw from registration as a clearing agency. 

III. Solicitation of Comments

Interested persons are invited to submit written data, views, and arguments concerning 

the foregoing, including whether the requested withdrawal is consistent with the Exchange Act. 

Comments may be submitted by any of the following methods: 

Electronic Comments:

35 15 U.S.C. 78q-1.

36 In the Written Request, ICE Clear Europe represents that it does not currently clear any equity options on 

U.S. securities or single stock futures on U.S. securities. ICE Clear Europe further represents that ICE 

Clear Europe Rule 207(g) is intended to comprehensively exclude U.S. person Clearing Members for the

purpose of clearing contracts that are futures or options on underlying U.S. securities. 
12

• Use the Commission’s Internet comment form (http://www.sec.gov/rules/other.shtml), or 

• Send an e-mail to rule-comments@sec.gov. Please include File No. 4-809 on the subject 

line.

Paper Comments:

• Send paper comments to Secretary, Securities and Exchange Commission, 100 F Street, 

NE, Washington, DC, 20549-1090.

All submissions should refer to File Number 4-809. This file number should be included on the 

subject line if e-mail is used. To help the Commission process and review your comments more 

efficiently, please use only one method. The Commission will post all comments on the 

Commission’s Internet website (https://www.sec.gov/rules/sro.shtml). Comments are also

available for website viewing and printing in the Commission’s Public Reference Room, 100 F 

Street, NE, Washington, DC 20549, on official business days between the hours of 10 a.m. and 3 

p.m. Operating conditions may limit access to the Commission’s Public Reference Room. 

Do not include personal identifiable information in submissions; you should submit only 

information that you wish to make available publicly. We may redact in part or withhold 

entirely from publication submitted material that is obscene or subject to copyright protection. 

All submissions should refer to File Number 4-809 and should be submitted on or before [insert 

date 21 days from publication in the Federal Register]. 

By the Commission.

Sherry R. Haywood,

Assistant Secretary.