Академический Документы
Профессиональный Документы
Культура Документы
Joshua Rosner
917/379/0641
jrosner@graham-fisher.com
@joshrosner
Today, FHFA should immediately begin the process of relisting the GSEs on exchanges
(e.g. NYSE, NASDAQ) rather than letting them continue to be traded over-the-counter
(i.e. OTC). Such actions are clearly warranted under the Housing and Economic
Recovery Act of 2008 and would materially improve the capital positions of the GSEs,
increase the value of Treasury’s warrants in each GSE and provide other tangible benfits:
a. Relisting the GSEs now would support FHFA’s goals of improving the
safety and soundness of the GSEs and the Administration’s goal of ending
1
Please refer to important disclosures at the end of this report.
November 2019
b. This would immediately benefit FHFA, UST and the GSEs by increasing
asset managers & most hedge funds) generally won't touch them.
investors.
c. Relisting the GSE equity securities on exchanges does not need to, and
should not, wait until the capital rule and PSPA changes are complete.
(i.e. it’s likely going to need to be done anyway), listing can precede an
offering.
i. Both GSEs meet all of the requirements for listing on the NYSE
2
November 2019
market.
shows that OTC stocks are less liquid than those listed on a
al., 2016).;
3
November 2019
iii. Pink sheets (i.e. a form of OTC, as the GSE equity securities trade
fully reflect the views of bearish investors and thus are less
equilibrium, this situation results in stock prices that are too high
prices around bad news (Hong and Stein, 2003). Ang et al. (2013)
and Eraker and Ready (2015) argue that the short-selling of OTC
investors.
4
November 2019
Ang et al. (2013) find that even the most liquid OTC stocks still
5
Draft
Final
NEW YORK STOCK EXCHANGE
ORIGINAL LISTING APPLICATION
FOR EQUITY SECURITIES
_________________________________________________
B. Corporate Contacts
Please list the full name, full title (if different from that indicated), address (if different from principal address
above), telephone number and email address of the following individual(s):
Corporate Secretary
General Counsel
*As of __________ (date), the following number of shares are unissued, but have been authorized
for issuance by the Applicant Issuer’s governing body for the purposes noted:
7
Page 2 of 6
* Please note that NYSE’s rules require that, at such date in the future that any currently unissued but
authorized securities are issued, the Applicant Issuer must file a supplemental listing application to list
such securities on the applicable exchange.
Record date of the most recent dividend paid with respect to the shares:
_____________________
Payment date of the most recent dividend paid with respect to the shares:
_____________________
Amount per share of the most recent dividend paid with respect to the shares:
____________________
Are there any declared but unpaid dividends with respect to the shares:
_____________________
What is the record date for any such unpaid dividend:
_____________________
What is the payment date of any such unpaid dividend:
_____________________
What is the amount per share of any such unpaid dividend:
_____________________
Provide a description of any outstanding rights to subscribe to securities:
_____________________
If a record date is to be set in the near future for any purpose, please provide the anticipated date of the
record date and the reason the record date is being established.
_____________________
B. Transfer Agent/Registrar:
Name:
Address:
C. If listing American Depositary Shares, please provide the following information with respect to the
Depositary Bank:
Name:
8
Page 3 of 6
Address:
E. Security Preferences
If the Applicant Issuer has any existing class of common stock or equity security entitling the
holder(s) to differential voting rights, dividend payments, or other preferences, please provide a
complete description of such preference(s):
9
Page 4 of 6
Address:
B. Regulatory Review
The Applicant Issuer must provide the Exchange with a letter signed by an executive officer of the company,
certifying that, to the company's knowledge, no officer*, board member, or non-institutional shareholder
with greater than 10% ownership of the company has been convicted of a felony or misdemeanor relating to
financial issues (e.g., embezzlement, fraud, theft) during the past ten years. To the extent that an officer,
board member, or non-institutional shareholder with greater than 10% ownership of the company has been
so convicted, provide a detailed description of all such matters. In addition to reviewing this letter, the
Exchange will review background materials available to it regarding the aforementioned individuals as part of
the eligibility review process.
*As such term is defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, or any successor rule.
10
Page 5 of 6
Part VI: Attestation
I, _______________________________, as__________________________________
Name of Authorized Executive Officer Title of Authorized Executive Officer
______________________________________________________, do hereby
Full Name of Company
attest that, at the time of the filing of this application, the Applicant Issuer is deemed to have read and
understood the Exchange’s listing and corporate governance rules and requirements and, if approved for
listing, intends to comply with all applicable listing and corporate governance rules and requirements on an
ongoing basis. Further, I certify that to the best of my knowledge and belief, the information contained within
this application and any materials provided to the Exchange in support of this application are true and correct.
Date
11
Page 6 of 6
Initial Listing Standards
The following charts provide an overview of the quantitative initial listing standards for the New York Stock
Exchange. See Section 1 of the NYSE Listed Company Manual for a more complete description of the initial listing
standards.
The NYSE has broad discretion in listing a company. The fact that a company meets the quantitative initial listing
standards does not necessarily mean that it will be approved for listing. The NYSE may deny listing or apply
additional more stringent criteria.
In addition to the minimum quantitative initial listing standards, there are certain qualitative standards such as the
corporate governance requirements that must be met (Section 303A).
12
NYSE Quantitative Initial Listing Standards
Global Market
$200 mm4 $75 mm
Capitalization
Market Value of
See chart below See chart below See chart below $60 mm $60 mm
Publicly Held Shares6
Shareholders7 400 round lot 400 round lot 2,200 total 500 total 400 round lot
Market Value of Publicly Held Shares6 $40 mm $100 mm $100 mm $100 mm $100 mm
See Section 102 of the NYSE Listed Company Manual for a complete discussion of the initial listing standards
NYSE Quantitative Initial Listing Standards – Non-U.S. Companies*
Global Market
$500 mm $750 mm $500 mm
Capitalization3
$100 mm $75 mm
Revenues
(most recent 12-month period) (most recent fiscal year)
14
See Section 103 of the NYSE Listed Company Manual for a complete discussion of the initial listing standards
November 2019
1- This report is not directed to, or intended for distribution to or use by, any person or entity who is
a citizen or resident of or located in any locality, state, country or other jurisdiction where such
distribution, publication, availability or use would be contrary to law or regulation or which would
subject Graham Fisher or its subsidiaries or affiliated to any registration or licensing requirement
within such jurisdiction. All material presented within this report, unless specifically indicated
otherwise, is under copyright to Graham Fisher & Co. (GF&Co). None of the material, nor its
content, nor any copy of it, may be altered in any way, transmitted to, or distributed to any other
party, without the prior express written permission of Graham Fisher & Co. (GF&Co).
2- The information, tools and material presented in this report are provided to you for information
purposes only and are not to be used or considered as an offer or the solicitation of an offer to
sell or buy or subscribe for securities or financial instruments. GF&Co. has not taken any steps
to ensure that the securities referred to in this report are suitable for any particular investor. The
contents of this report are not intended to be used as investment advice.
3- Information and opinions presented in this report have been obtained or derived from sources
believed by GF&Co to be reliable, but GF&Co makes no representation as to their accuracy or
completeness and GF&Co accepts no liability for loss arising from the use of the material
presented in this report where permitted by law and/or regulation. This report is not to be relied
upon in substitution for the exercise of independent judgment. GF&Co may have issued other
reports that are inconsistent with, and reach different conclusions from, the information
presented in this report. Those reports reflect different assumptions, views and analytical
methods of the analysts who prepared them.
4- Past performance should not be taken as an indication or guarantee of future performance, and
no representation or warranty, express or implied is made regarding future performance.
Information, opinions and estimates contained in this report reflect a judgment at its original date
of publication by GF&Co and are subject to change. The value and income of any of the
securities or financial instruments mentioned in this report can fall as well as rise, and is subject
to exchange rate fluctuations that may have a positive or adverse effect on the price or income
of such securities or financial instruments. Investors in securities such as ADRs, the values of
which are influenced by currency fluctuation, effectively assume this risk.
15