UNITED STATES OF AMERICA 

Before the 

COMMODITY FUTURES TRADING COMMISSION 

 

In the Matter of the Application of 

iSwap Euro B.V. for 

Registration as a Swap Execution Facility 

 

ORDER OF REGISTRATION 

iSwap Euro B.V. (“iSwap”) has submitted to the Commodity Futures Trading 

Commission (“Commission” or “CFTC”), pursuant to Section 5h of the Commodity Exchange 

Act (“Act”), 7 U.S.C. § 7b-3, and Commission Regulation 37.3(b), 17 C.F.R. § 37.3(b), an 

application for registration as a swap execution facility, which includes submissions dated 

October 23, 2019, through October 9, 2020. 

WHEREAS, the United Kingdom’s (“UK”) exit from the European Union (“EU”), 

commonly known as “Brexit,” and the current uncertainty regarding the ultimate terms of Brexit 

and its regulatory impact, present unique circumstances and challenges for iSwap in planning 

and implementing its business operations; 

WHEREAS, the Commission has recognized through its actions, and continues to 

recognize, the need to provide regulatory certainty and facilitate continuity and stability as 

market participants prepare for potential Brexit outcomes; 
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WHEREAS, iSwap’s registration as a swap execution facility is part of a transfer to 

iSwap of the business and trading operations of its affiliate, iSwap Euro Limited (“iSwap UK”), 

a multilateral trading facility based in the UK, as a result of the impacts of Brexit; 

WHEREAS, given the risk of Brexit occurring without regulatory equivalence between 

the EU and the UK, iSwap UK undertook a restructuring aimed at allowing it to continue to offer 

trading to all of its market participants through one global liquidity pool; 

WHEREAS, iSwap has represented to the Commission that the business transfer from 

iSwap UK to iSwap is irreversible and potentially entails market and operational disruption, and 

costs, and that executing the business transfer prior to its registration as a swap execution facility 

would impact its business and the markets it operates; 

WHEREAS, in light of the unique circumstances presented by Brexit, and the need to 

ensure market continuity and liquidity during a period of potential uncertainty and volatility, and 

iSwap’s representations that it will be able to demonstrate its compliance with the requirements 

set forth in the Act and the Commission’s regulations applicable to swap execution facilities 

upon the completion of the business transfer from iSwap UK, the Commission believes it is 

appropriate to exercise its discretion, pursuant to Commission Regulation 37.3(b)(6)(i), 17 

C.F.R. § 37.3(b)(6)(i), to grant iSwap registration as a swap execution facility, subject to the 

terms and conditions set forth below; and 

Having reviewed iSwap’s application and the complete record in this matter, the 

Commission FINDS that, as required by Section 5h of the Act, 7 U.S.C. § 7b-3, and Commission 

Regulations 37.3(b), 17 C.F.R. § 37.3(b), iSwap’s application, as well as its representations in 

that certain Representation and Closing Checklist, dated October 9, 2020 (the “Representation 
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and Closing Checklist”) and its reliance on the Division of Market Oversight’s no-action letters 

noted below, provide a showing that iSwap will be able to comply with the requirements set 

forth in the Act and the Commission’s regulations applicable to swap execution facilities. 

Therefore, 

IT IS HEREBY ORDERED that, pursuant to Section 5h of the Act and Commission 

Regulation 37.3(b)(6)(i), iSwap is granted registration as a swap execution facility, subject to the 

terms and conditions specified herein: 

(1) iSwap shall comply with all provisions of the Act and all requirements set forth in 

the Commission’s regulations, as may be amended or adopted from time to time, that are 

applicable to swap execution facilities, provided that: 

(a) In lieu of complying with the specific requirements of Commission 

Regulations 37.9(a)(2) and 37.203(a), 17 C.F.R. §§ 37.9(a)(2) and 37.203(a), 

that are addressed in CFTC Letter No. 17-27, as supplemented by CFTC 

Letter No. 20-01, iSwap shall comply with the terms and conditions of CFTC 

Letter No. 17-27, as supplemented by CFTC Letter No. 20-01, for the duration 

set forth therein; 

(2) iSwap shall comply with all representations and submissions made by iSwap in 

support of its application for registration as a swap execution facility, as shown in the application 

record, including, but not limited to, the representations in the Representation and Closing 

Checklist; and 

(3) This Order of Registration shall not take effect, and iSwap shall not operate as a 

swap execution facility, until iSwap provides to the Commission the executed documents