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Appendices<br />
Appendix I: NYSE original listing standards, U.S. operating companies, REITs, and funds<br />
U.S. domestic companies must qualify for listing under the domestic listing standards. Foreign private issuers may list under either the domestic<br />
listing standards or the listing standards for non-U.S. companies set forth in Appendix II.<br />
Domestic listing requirements call for minimum distribution of the company’s shares within the United States, as well as minimum financial criteria.<br />
This chart is to be used for an initial evaluation only. For a more complete discussion of the minimum numerical standards applicable to U.S.<br />
companies, see Section 102.00 of the Listed Company Manual, which can be accessed at http://nysemanual.nyse.com/LCM/Sections/.<br />
Distribution and size criteria<br />
Must meet all three of the following:<br />
Round-lot holders (a) 400<br />
Publicly held shares (b) 1,100,000<br />
Market value of publicly held shares: (b)<br />
IPOs, spinoffs, carveouts, affiliates<br />
All other listings<br />
$40 million<br />
$100 million<br />
Stock price criteria<br />
All issuers must have a $4 stock price at the time of listing<br />
Alternative #3—Affiliated company<br />
For new entities with a parent or affiliated<br />
company listed on the NYSE<br />
Global market capitalization (c)<br />
Operating history<br />
$500 million<br />
12 months<br />
Parent or affiliate is a listed company in good standing<br />
Company’s parent or affiliated company retains control<br />
of the entity or is under common control with the entity<br />
Alternative #4—Assets and equity<br />
Global market capitalization (c)<br />
$150 million<br />
Financial criteria<br />
Must meet one of the following standards:<br />
Alternative #1—Earnings (d)<br />
Aggregate pre-tax income for the last<br />
three years (d)<br />
$10 million<br />
Total assets<br />
Stockholders’ equity<br />
Real estate investment trusts (REITs) (e)<br />
Stockholders’ equity<br />
$75 million<br />
$50 million<br />
$60 million<br />
Minimum in each of the two most<br />
recent years<br />
Positive amounts in all years<br />
Or<br />
Aggregate pre-tax income for the last<br />
three years (d)<br />
Minimum in the most recent year<br />
Minimum in the next most recent year<br />
$2 million<br />
$12 million<br />
$5 million<br />
$2 million<br />
Alternative #2a—Valuation/revenue with cash flow (d)<br />
Global market capitalization (c)<br />
Revenues (most recent 12-month period)<br />
Adjusted cash flow:<br />
Aggregate for the last three years<br />
All three years must be positive<br />
Alternative #2b—Pure valuation/revenue<br />
Global market capitalization (c)<br />
Revenues (most recent fiscal year)<br />
$500 million<br />
$100 million<br />
$25 million<br />
$750 million<br />
$75 million<br />
Closed-end funds and business<br />
development companies (BDCs)<br />
Market value of publicly held shares (b)<br />
$60 million (also<br />
require a total<br />
market cap of $75<br />
million for BDCs)<br />
(Continued opposite)<br />
(a) The number of beneficial holders of stock held in “street name” will be<br />
considered in addition to the holders of record.<br />
(b) Shares held by directors, officers or their immediate families and other<br />
concentrated holding of 10% or more are excluded in calculating the number of<br />
publicly held shares and market value of publicly held shares.<br />
(c) Global market capitalization for existing public companies is the average of<br />
the most recent three months of trading history in the case of the pure valuation/<br />
revenue test. For all other standards, the measurement is at a “point in time” for<br />
an existing public company though trends are considered. For IPOs, spinoffs and<br />
carveouts, it is represented by the valuation of the company as represented by,<br />
in the case of a spinoff, the distribution ratio as priced, or, in the case of an IPO/<br />
carveout, the as-priced offering in relation to the total company’s capitalization.<br />
(d) The NYSE may consider two full fiscal years and the current nine months in<br />
certain limited circumstances. For emerging growth companies presenting two<br />
fiscal years and qualifying under Alternative #1, pre-tax income must total at least<br />
$10 million in the aggregate for the last two fiscal years together with a minimum<br />
of $2 million in both years. For emerging growth companies presenting two fiscal<br />
years and qualifying under Alternative #2a, aggregate cash flow must total $25<br />
million for the last two fiscal years, with positive amounts in both years.<br />
(e) REITs with more than 3 years of operating history must qualify under one of<br />
Alternatives 1-4.<br />
110 NYSE IPO Guide