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Additional Commentary on NYSE Arca listing fees
.01 Foreign Private Issuers. Annual Fees also apply to foreign private issuers, but only to the extent securities are issued and outstanding in the United States. NYSE Arca will calculate the Annual Fee for foreign private issuers based on a four-quarter average of the securities issued and outstanding in the United States during the preceding year. The purpose of utilizing a four-quarter average is to recognize the possibility of flow-back and flow-in of securities to and from the home country market and more reasonably reflect the number of securities in the United States over the course of the year. To the extent that an issuer that is billed by NYSE Arca as a foreign private issuer has a change in status that requires the issuer to commence filing U.S. periodic and annual reports with the SEC during the course of a year, NYSE Arca will bill that issuer Listing and Annual Fees as a domestic issuer at the beginning of the first calendar year following the issuer’s change in status. An issuer that changes its status is not subject to new Listing Fees for worldwide securities already issued and outstanding.
.02 Stock Splits and Stock Dividends. Listing Fees on shares issued in conjunction with stock splits and stock dividends are capped at $150,000 per split or issuance, subject to the $250,000 maximum on total fees paid each year by an issuer.
.03 Mergers and Consolidations. In the case of transactions such as a consolidation between two or more listed issuers that result in the formation of a new issuer that immediately lists upon consummation of the consolidation, or a merger between a listed issuer and an unlisted issuer that results in the unlisted issuer surviving or the creation of a new issuer (which lists within 12 months from the consummation of the transaction), Listing Fees for that newly listed issuer will be 25% of the Listing Fee for each class of securities being listed, up to 25% of the maximum applicable to the issue(s) listed. No discount will be applied, however, where a listed issuer survives the merger or consolidation, or in the case of a backdoor (or “reverse”) merger.
.04 Transfer Listings. Issuers that transfer their listings from any other national securities exchange will not be subject to Listing Fees upon initial listing. This Listing Fee waiver will apply to all classes of securities. Such issuers, however, will be subject to Annual Fees and Fees for Subsequent Listing of Additional Securities. This listing fee waiver will have retroactive effect with respect to any securities listed on or after June 24, 2008.
.05 Companies Listing Upon Emergence from Bankruptcy or that are Publicly-Traded but not Listed. Companies that list upon emergence from bankruptcy or whose primary class of common stock is registered under the Exchange Act but not listed on a national securities exchange, will not be subject to Listings Fees upon initial listing.
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