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[Federal Register Volume 89, Number 247 (Thursday, December 26, 2024)]
[Notices]
[Pages 105154-105157]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-30687]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-101967; File No. SR-NYSEAMER-2024-79]

Self-Regulatory Organizations; NYSE American LLC; Notice of 
Filing and Immediate Effectiveness of Proposed Change to Amend Sections 
140 and 141 of the NYSE American Company Guide to Amend the Original 
and Annual Listing Fees for Bonds and the Annual Fee for Stock Issues

December 18, 2024
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that, on December 16, 2024, NYSE American LLC (``NYSE American'' or the 
``Exchange'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I, II, 
and III 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

    The Exchange proposes to amend Sections 140 and 141 of the NYSE 
American Company Guide (the ``Company Guide') to (i) amend the original 
and annual listing fees for bonds, and (ii) amend the annual fee for 
stock issues. The proposed rule change is available on the Exchange's 
website at www.nyse.com, at the principal office of the Exchange, and 
at the Commission's Public Reference Room.

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 the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend Sections 140 and 141 of the Company 
Guide to (i) amend the original and annual listing fees for bonds, and 
(ii) amend the annual fee for stock issues. The proposed changes will 
take effect from the beginning of the calendar year commencing on 
January 1, 2025.
    The Exchange currently charges an annual fee of $55,000 to issuers 
with 50 million or fewer shares outstanding and an annual fee of 
$75,000 to issuers with more than 50 million shares outstanding. The 
Exchange proposes to amend Section 141 of the Company Guide to increase 
the annual fee for issuers with 50 million or fewer shares outstanding 
to $60,000, and to increase the annual fee for issuers with more than 
50 million shares outstanding to $80,000.
    The proposed increase to the annual fee for stock issues reflects 
increases in the costs the Exchange incurs in providing services to 
listed companies on an ongoing basis including in relation to company 
events and advocacy on behalf of listed companies, as well as increases 
in the costs of conducting its related regulatory activities. The 
Exchange proposes to make the aforementioned fee increases to better 
reflect the Exchange's costs related to listing equity securities and 
the corresponding value of such listing to companies.
    The revised annual fee for stock issues will be applied in the same 
manner to all issuers with listed securities in the affected categories 
and the Exchange believes that the changes will not disproportionately 
affect any specific category of issuers.
    Pursuant to Section 140 of the Company Guide, the Exchange 
currently charges an original listing fee for bond issues equal to $100 
per $1 million principal amount (or fraction thereof) and subject to a 
minimum original listing fee of $5,000 and a maximum fee of $10,000. 
Pursuant to Section 141 of the Company Guide, the Exchange currently 
charges an annual fee for listed bonds equal to $5,000.
    Similar to bonds listed on New York Stock Exchange LLC (``NYSE''), 
bonds that are listed on NYSE American trade on the NYSE Bonds 
platform. The quantitative original listing standards for bonds listed 
on the NYSE or NYSE American exchanges are nearly identical.\4\ Because 
bonds listed on NYSE American and NYSE are subject to the same 
quantitative listing standards (except as described in Footnote 3) and 
trade on the same NYSE Bonds platform, the Exchange believes it is 
appropriate to align the original and annual fee schedule for bonds 
listed on NYSE American with the schedule applicable to bonds listed on 
the NYSE \5\ as the value of a bond listing is the same to an issuer 
regardless of the exchange on which the bond is listed.
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    \4\ See Section 104 of the Company Guide and Sections 102.03 and 
103.05 of the NYSE Listed Company Manual. To qualify for original 
listing, both NYSE American and NYSE require that a bond (i) have an 
aggregate market value or principal amount of at least $5,000,000, 
and (ii) meet one of several enumerated issuer or bond rating 
statuses. With respect to convertible bonds, the NYSE requires that 
an issue have an aggregate market value or principal amount of no 
less than $10,000,000. NYSE American does not have a similar 
requirement.
    \5\ See Section 902.08 of the NYSE Listed Company Manual.
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    Accordingly, the Exchange proposes to amend Section 140 of the 
Company Guide to specify that listed bonds will be subject to a flat 
original listing fee of $25,000.\6\ The Exchange proposes to

[[Page 105155]]

amend the annual fees for bonds contained in Section 141 of the Company 
Guide to eliminate the $5,000 flat annual fee and instead adopt a 
tiered annual fee schedule based on the number of bonds that an issuer 
has listed on the Exchange. As revised, an issuer that has at least one 
and no more than five listed bonds will pay an annual fee of $25,000. 
An issuer that has at least six and no more than 10 listed bonds will 
pay an annual fee of $50,000. An issuer that has at least 11 and no 
more than 15 listed bonds will pay an annual fee of $75,000. An issuer 
that has more than 15 listed bonds will pay an annual fee of $100,000. 
Because the Exchange is seeking to adopt a tiered annual fee schedule, 
the Exchange proposes to delete language in Section 141 related to 
prorating the annual fee for a bond in its first year of listing. The 
Exchange notes that the proposed amendment will result in a fee 
increase for issuers that list bonds on the Exchange. However, as 
discussed above, because bonds listed on the Exchange trade on the NYSE 
Bonds platform similar to bonds listed on the NYSE, the Exchange 
believes that the value of the bond listing is comparable across NYSE 
American and NYSE and it is appropriate to align the fee schedule.
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    \6\ Section 902.08 of the NYSE Listed Company Manual specifies 
that domestic listed debt of issuers exempt from registration under 
the Securities and Exchange Act of 1934 (``Exempt Issuers'') is not 
subject to any listing fee. Section 902.08 of the NYSE Listed 
Company Manual further specifies that bonds whose listing is 
transferred from another national securities exchange or that list 
in conjunction with their voluntary delisting from a regulated 
foreign exchange are not subject to initial listing fees or any 
annual listing fee in their first partial yar of listing. NYSE 
American does not currently list debt securities of Exempt Issuers 
so it does not propose to add this provision to its rule. Similarly, 
issuers have not historically transferred bonds to NYSE American 
from another national securities exchange or listed bonds on NYSE 
American in conjunction with their voluntary delisting from a 
regulated foreign exchange. Therefore, NYSE American does not 
propose to add this provision to its rules.
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    The Exchange further notes that Section 141 of the Company Guide 
currently sets forth the annual fee for listed bonds of companies whose 
equity securities are not listed on the Exchange, but does not contain 
a corresponding fee schedule for listed bonds of companies whose equity 
securities are listed on the Exchange.\7\ Under Section 104 of the 
Company Guide, a bond may qualify for listing if its issuer has equity 
securities listed on the Exchange, the New York Stock Exchange or 
Nasdaq. With respect to bond listing fees, the Exchange doesn't believe 
that issuers should be charged differently depending on where their 
equity securities are listed. Therefore, the Exchange proposes to 
delete the limiting text in Section 141 that the current fee schedule 
applies only to listed bonds of companies whose equity securities are 
not listed on the Exchange. Instead, the proposed fee schedule will 
apply to all listed bonds regardless of where the issuer's equity 
securities are listed.
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    \7\ Currently, there are no bonds listed on the Exchange that 
are issued by companies whose equity securities are listed on the 
Exchange.
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    The Exchange proposes to further amend Section 141 of the Company 
Guide to adopt an overall cap of $100,000 on the original and annual 
fees that may be paid by an issuer of listed bonds in any calendar 
year. The Exchange notes that issuers will frequently issue bonds from 
various wholly-owned financing subsidiaries. Therefore, for purposes of 
calculating the fee cap, the Exchange will aggregate listing fees for 
bonds of an issuer and its wholly-owned subsidiaries.\8\
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    \8\ The Exchange will determine that an issuer is a wholly-owned 
subsidiary of an affiliated issuer based on the offering documents 
for the applicable bond issuance.
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    The Exchange notes that companies frequently issue several series 
of bonds at the same time. For example, as part of a single offering, a 
company may issue debt securities of different series with varying 
maturities (ex. 5-year, 10-year, 20-year or 30-year). In the Exchange's 
experience, there are efficiencies in (i) qualifying for listing 
multiple series of bonds of the same issuer, and (ii) servicing such 
listings on an ongoing basis. Because of these efficiencies, the 
Exchange believes it is appropriate to establish a maximum fee of 
$100,000 payable by an issuer of listed bonds in any calendar year.\9\
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    \9\ Concurrent with this filing, the New York Stock Exchange is 
proposing to also adopt a $100,000 maximum fee cap for bond listing 
fees.
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\10\ in general, and furthers the 
objectives of Section 6(b)(4) \11\ of the Act, in particular, in that 
it is designed to provide for the equitable allocation of reasonable 
dues, fees, and other charges. The Exchange also believes that the 
proposed rule change is consistent with Section 6(b)(5) of the Act,\12\ 
in that it is designed to promote just and equitable principles of 
trade, to foster cooperation and coordination with persons engaged in 
regulating, clearing, settling, processing information with respect to, 
and 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 and is not designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers.
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    \10\ 15 U.S.C. 78f(b).
    \11\ 15 U.S.C. 78f(b)(4).
    \12\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that it is not unfairly discriminatory and 
represents an equitable allocation of reasonable fees to amend Section 
141 of the Company Guide to increase the annual fees for listed equity 
securities as set forth above because of the increased costs incurred 
by the Exchange since it established the current rates.
    The Exchange believes that it is not unfairly discriminatory and 
represents an equitable allocation of reasonable fees to amend Sections 
140 and 141 of the Company Guide to adopt (i) a flat $25,000 original 
listing fee for bonds and (ii) a tiered annual listing fee for bonds 
based on the number of bonds an issuer has listed on the Exchange. In 
this regard, the Exchange believes it is reasonable to align the 
Exchange's bond original and annual listing fees with those of the 
NYSE, as bonds listed on either exchange trade on the NYSE Bonds 
platform and are subject to nearly identical quantitative listing 
standards.
    The Exchange believes that it is not unfairly discriminatory and 
represents an equitable allocation of reasonable fees to amend Section 
141 to establish a maximum fee cap payable in any calendar year by an 
issuer of bonds because the Exchange experiences efficiencies is 
qualifying and servicing the listing of multiple series of bonds of the 
same issuer (or a wholly-owned subsidiary of such issuer).
The Proposed Changes Are Reasonable
    The Exchange believes that the proposed changes to the annual fee 
schedule for listed equity securities are reasonable. In that regard, 
the Exchange notes that its general costs to support its listed 
companies have increased, including due to price inflation. The 
Exchange also continues to expand and improve the services it provides 
to listed companies. Specifically, the Exchange has (among other 
things) increased expenditure on listed companies and the value of an 
NYSE listing by increasing programming for listed companies and 
enhancing its conference space which can be utilized by listed 
companies.
    The Exchange believes it is reasonable to align the Exchange's bond 
original and annual listing fees with those of the NYSE, as bonds 
listed on either exchange trade on the NYSE Bonds platform and are 
subject to nearly identical quantitative listing standards. Therefore, 
the value of a bond listing to an issuer is the same regardless of the 
exchange on which the bond is listed.
    The Exchange believes that it is reasonable to establish a maximum 
fee cap payable in any calendar year by an issuer of bonds because 
there are efficiencies in listing multiple series of bonds of the same 
issuer (or a wholly-owned subsidiary of such issuer).
    The Exchange operates in a highly competitive marketplace for the 
listing of the various categories of securities affected by the 
proposed annual fee adjustments. The Commission has repeatedly 
expressed its preference for

[[Page 105156]]

competition over regulatory intervention in determining prices, 
products, and services in the securities markets. Specifically, in 
Regulation NMS,\13\ the Commission highlighted the importance of market 
forces in determining prices and SRO revenues and, also, recognized 
that current regulation of the market system ``has been remarkably 
successful in promoting market competition in its broader forms that 
are most important to investors and listed companies.'' \14\
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    \13\ Securities Exchange Act Release No. 34-51808 (June 9, 
2005); 70 FR 37496 (June 29, 2005) (``Regulation NMS'').
    \14\ See Regulation NMS, 70 FR at 37499.
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    The Exchange believes that the ever-shifting market share among the 
exchanges with respect to new listings and the transfer of existing 
listings between competitor exchanges demonstrates that issuers can 
choose different listing markets in response to fee changes. 
Accordingly, competitive forces constrain exchange listing fees. Stated 
otherwise, changes to exchange listing fees can have a direct effect on 
the ability of an exchange to compete for new listings and retain 
existing listings.
    Given this competitive environment, the adoption of the proposed 
increase the annual listing fee for equity securities represents a 
reasonable attempt to address the Exchange's increased costs in 
servicing these listings while continuing to attract and retain 
listings. The establishment of a flat original listing fee, a tiered 
annual listing fee, and a maximum fee cap payable in a calendar year by 
an issuer of bonds represents a reasonable attempt to accurately 
reflect the Exchange's costs in listing and servicing such securities.
    The Exchange proposes to make the aforementioned fee increases in 
Sections 140 and 141 of the Company Guide to better reflect the value 
of such listing to issuers.
The Proposal Is an Equitable Allocation of Fees
    The Exchange believes its proposal equitably allocates its fees 
among its market participants.
    The Exchange believes that the proposed amendments to the annual 
fees for equity securities are equitable because they do not change the 
existing framework for such fees, but simply increase the amount of the 
annual fee to reflect increased operating costs. Similarly, as the fee 
structure remains effectively unchanged apart from the proposed 
increases in the rates paid by all issuers, the changes to the annual 
fee for equity securities neither target nor will they have a disparate 
impact on any particular category of issuer.
    The Exchange believes that the adoption of a flat original listing 
fee and a tiered annual listing fee for bonds is equitable because it 
accurately reflects the value of a bond listing to an issuer while 
recognizing the efficiencies realized by the Exchange when listing 
multiple series of bonds. The Exchange believes that the proposed flat 
original fee and tiered annual fee is equitable because it will apply 
equally to all issuers and will not target nor have a disparate impact 
on any particular category of issuer.
    The Exchange believes that the proposed maximum fee cap for issuers 
of bonds is equitable because the work required to list a bond does not 
increase on a proportional basis for each additional series of bonds 
that are listed on the Exchange. There are efficiencies in listing 
multiple series of bonds and the Exchange believes that its proposed 
fee cap is an equitable reflection of such efficiencies.
The Proposal Is Not Unfairly Discriminatory
    The Exchange believes that the proposal is not unfairly 
discriminatory. The proposed fee changes are not unfairly 
discriminatory among issuers of operating company equity securities 
because the same fee schedule will apply to all such issuers. The 
proposed changes to the original and annual fee schedule for bonds is 
not unfairly discriminatory because the same schedule will apply to all 
bond issuers and the proposed fee cap will be available to all issuers. 
Further, the Exchange operates in a competitive environment and its 
fees are constrained by competition in the marketplace. Other venues 
currently list all of the categories of securities covered by the 
proposed fees and if a company believes that the Exchange's fees are 
unreasonable it can decide either not to list its securities or to list 
them on an alternative venue. Currently, there are few bonds listed on 
the Exchange. While the listing fees for such bonds will increase under 
the proposed rule change, the Exchange notes that all listed bonds 
(whether listed on the Exchange or the NYSE) trade on the NYSE Bonds 
platform. The value of the listing to a specific bond issuer, 
therefore, is the same. Accordingly, the Exchange believes it is not 
unfairly discriminatory to align the Exchange's bond listing fee 
schedule with the NYSE's corresponding schedule.
    For the foregoing reasons, the Exchange believes that the proposal 
is consistent with the Act.

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 is 
designed to ensure that the fees charged by the Exchange accurately 
reflect the services provided and benefits realized by listed issuers. 
The market for listing services is extremely competitive. Each listing 
exchange has a different fee schedule that applies to issuers seeking 
to list securities on its exchange. Issuers have the option to list 
their securities on these alternative venues based on the fees charged 
and the value provided by each listing. Because issuers have a choice 
to list their securities on a different national securities exchange, 
the Exchange does not believe that the proposed fee changes impose a 
burden on competition.
Intramarket Competition
    The proposed amended fees will be charged to all listed issuers on 
the same basis. The Exchange does not believe that the proposed amended 
fees will have any meaningful effect on the competition among issuers 
listed on the Exchange.
Intermarket Competition
    The Exchange operates in a highly competitive market in which 
issuers can readily choose to list new securities on other exchanges 
and transfer listings to other exchanges if they deem fee levels at 
those other venues to be more favorable. Because competitors are free 
to modify their own fees, and because issuers may change their chosen 
listing venue, the Exchange does not believe its proposed fee change 
can impose any burden on intermarket competition.

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

    Pursuant to Section 19(b)(3)(A)(ii) of the Act,\15\ and Rule 19b-
4(f)(2) thereunder \16\ the Exchange has designated this proposal as 
establishing or changing a due, fee, or other charge imposed on any 
person, whether or not

[[Page 105157]]

the person is a member of the self-regulatory organization, which 
renders the proposed rule change effective upon filing. 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.
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    \15\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \16\ 17 CFR 240.19b-4.
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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 (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
file number SR-NYSEAMER-2024-79 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-NYSEAMER-2024-79. 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 website (https://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 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. Copies of the filing also will be available for 
inspection and copying at the principal office of the Exchange. 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 SR-NYSEAMER-2024-79 and should 
be submitted on or before January 16, 2025.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\17\
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    \17\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2024-30687 Filed 12-23-24; 8:45 am]
BILLING CODE 8011-01-P
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