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Appendices Appendix I: NYSE original listing standards, U.S. operating companies, REITs, and funds U.S. domestic companies must qualify for listing under the domestic listing standards. Foreign private issuers may list under either the domestic listing standards or the listing standards for non-U.S. companies set forth in Appendix II. Domestic listing requirements call for minimum distribution of the company’s shares within the United States, as well as minimum financial criteria. 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. companies, see Section 102.00 of the Listed Company Manual, which can be accessed at http://nysemanual.nyse.com/LCM/Sections/. Distribution and size criteria Must meet all three of the following: Round-lot holders (a) 400 Publicly held shares (b) 1,100,000 Market value of publicly held shares: (b) IPOs, spinoffs, carveouts, affiliates All other listings $40 million $100 million Stock price criteria All issuers must have a $4 stock price at the time of listing Alternative #3—Affiliated company For new entities with a parent or affiliated company listed on the NYSE Global market capitalization (c) Operating history $500 million 12 months Parent or affiliate is a listed company in good standing Company’s parent or affiliated company retains control of the entity or is under common control with the entity Alternative #4—Assets and equity Global market capitalization (c) $150 million Financial criteria Must meet one of the following standards: Alternative #1—Earnings (d) Aggregate pre-tax income for the last three years (d) $10 million Total assets Stockholders’ equity Real estate investment trusts (REITs) (e) Stockholders’ equity $75 million $50 million $60 million Minimum in each of the two most recent years Positive amounts in all years Or Aggregate pre-tax income for the last three years (d) Minimum in the most recent year Minimum in the next most recent year $2 million $12 million $5 million $2 million Alternative #2a—Valuation/revenue with cash flow (d) Global market capitalization (c) Revenues (most recent 12-month period) Adjusted cash flow: Aggregate for the last three years All three years must be positive Alternative #2b—Pure valuation/revenue Global market capitalization (c) Revenues (most recent fiscal year) $500 million $100 million $25 million $750 million $75 million Closed-end funds and business development companies (BDCs) Market value of publicly held shares (b) $60 million (also require a total market cap of $75 million for BDCs) (Continued opposite) (a) The number of beneficial holders of stock held in “street name” will be considered in addition to the holders of record. (b) Shares held by directors, officers or their immediate families and other concentrated holding of 10% or more are excluded in calculating the number of publicly held shares and market value of publicly held shares. (c) Global market capitalization for existing public companies is the average of the most recent three months of trading history in the case of the pure valuation/ revenue test. For all other standards, the measurement is at a “point in time” for an existing public company though trends are considered. For IPOs, spinoffs and carveouts, it is represented by the valuation of the company as represented by, in the case of a spinoff, the distribution ratio as priced, or, in the case of an IPO/ carveout, the as-priced offering in relation to the total company’s capitalization. (d) The NYSE may consider two full fiscal years and the current nine months in certain limited circumstances. For emerging growth companies presenting two fiscal years and qualifying under Alternative #1, pre-tax income must total at least $10 million in the aggregate for the last two fiscal years together with a minimum of $2 million in both years. For emerging growth companies presenting two fiscal years and qualifying under Alternative #2a, aggregate cash flow must total $25 million for the last two fiscal years, with positive amounts in both years. (e) REITs with more than 3 years of operating history must qualify under one of Alternatives 1-4. 110 NYSE IPO Guide
Appendices Appendix I continued Additional considerations In addition to meeting the minimum numerical standards listed above, other factors must necessarily be considered. The company must be a going concern or be the successor to a going concern. The NYSE has broad discretion regarding the listing of a company. The NYSE is committed to listing only those companies that are suitable for auction market trading and that are eligible for trading on the NYSE. Thus, the NYSE may deny listing or apply additional or more stringent criteria based on any event, condition, or circumstance that makes the listing of the company inadvisable or unwarranted in the opinion of the NYSE. Such determination can be made even if the company meets the quantitative standards set forth above. NYSE IPO Guide 111
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Page 123 and 124: Contributor profiles (SEC) register
Page 125 and 126: Contributor profiles The Children
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Page 129: Contributor profiles Morrow & Co.,
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