NYSE Proposes Amendment to Treatment of Initial Application Fee for Emerging Growth Companies and Foreign Private Issuers | Practical Law

NYSE Proposes Amendment to Treatment of Initial Application Fee for Emerging Growth Companies and Foreign Private Issuers | Practical Law

The NYSE proposed a rule change that would amend Section 902.03 of its Listed Company Manual, which establishes an initial application fee for issuers applying to list an equity security on the exchange.

NYSE Proposes Amendment to Treatment of Initial Application Fee for Emerging Growth Companies and Foreign Private Issuers

by Practical Law Corporate & Securities
Published on 01 Aug 2013 • USA (National/Federal)
The NYSE proposed a rule change that would amend Section 902.03 of its Listed Company Manual, which establishes an initial application fee for issuers applying to list an equity security on the exchange.
On July 31, 2013, the NYSE proposed a rule change that would amend Section 902.03 of its Listed Company Manual, which establishes an initial application fee for issuers applying to list an equity security on the exchange. The non-refundable $25,000 initial application fee is applied toward an issuer's listing fees when it lists on the NYSE. Currently, if an issuer pays an initial application fee but does not immediately list the security, it does not need to pay another initial application fee to later list the security, if the issuer either:
  • Has a registration statement for the security on file with the SEC.
  • Withdrew its registration statement and then re-files a registration statement for the security within 12 months of the withdrawal.
The proposed rule change would add two more circumstances in which an issuer would not be required to pay another initial application fee after it pays an initial application fee but does not immediately list the security. The purpose of the proposed change is to account for issuers such as emerging growth companies (EGCs) and foreign private issuers (FPIs) that do not file a publicly-available registration statement with the SEC.
Under the proposed change, an issuer that is an EGC or an FPI and that has submitted a draft registration statement to the SEC for confidential, non-public review under Section 6(e) of the Securities Act or under the foreign issuer non-public submission policy of the Division of Corporation Finance (Confidential Submission) will not be required to pay another initial application fee if it later lists the security, if either:
  • The issuer submitted a Confidential Submission to the SEC through the SEC's electronic submission system within the previous 120 days (Current Confidential Submission) and the issuer provides evidence of the Current Confidential Submission to the NYSE.
  • The issuer's Confidential Submission is no longer a Current Confidential Submission but the issuer resubmits a Confidential Submission to the SEC within 12 months of the date its initial Confidential Submission ceased to be a Current Confidential Submission, and the issuer either:
    • provides evidence of the subsequent Confidential Submission to the NYSE; or
    • publicly files a registration statement for the security.
To learn more about the listing requirements for the NYSE and other exchanges, see Practice Note, Selecting a US Securities Exchange.