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Appendices Appendix II: NYSE original listing standards, non-U.S. operating companies The NYSE offers two sets of standards—worldwide and domestic—under which non-U.S. companies may qualify for listing. Both standards include distribution and financial criteria. A company must qualify for both the distribution and financial criteria within that particular standard. The domestic standards are summarized at Appendix I. This chart is to be used for an initial evaluation only. The NYSE will work with each company to determine which standards are best suited to that entity. For a more complete discussion of the minimum numerical standards applicable to non-U.S. companies, see Section 103.01 of the Listed Company Manual, which can be accessed at http://nysemanual.nyse.com/lcm. Criteria Requirements Worldwide Distribution Round-lot holders Total stockholders (a) 5,000 Publicly held shares (b) Market value of publicly held shares (b) IPOs, carveouts and spinoffs All other listings 2.5 million $100 million n/a n/a Financial Criteria Must meet one of the following standards: Alternative 1 Earnings (d) Aggregate pre-tax income for last three fiscal years Minimum pre-tax income in each of two most recent fiscal years $100 million $25 million Alternative 2a Global market capitalization (c) $500 million with cash flow (d) Valuation/revenue Revenues (most recent 12-month period) Aggregate cash flow for last three fiscal years Minimum cash flow in each of two most recent fiscal years $100 million $100 million $25 million (Continued opposite) 112 NYSE IPO Guide
Appendices Appendix II continued Criteria Requirements Worldwide Alternative 2b Pure valuation/ revenue Alternative 3 Affiliated company For new entities with a parent or affiliated company listed on the NYSE Global market capitalization (c) Revenues (most recent fiscal year) Global market capitalization (c) At least 12 months of operating history Affiliated listed company is in good standing Affiliated listed company retains control of the entity $750 million $75 million $500 million Yes Yes Yes (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 six 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 six months and qualifying under Alternative 1 in certain limited circumstances. For emerging growth companies presenting two fiscal years pre-tax income and qualifying under Alternative 1, pre-tax income must total at least $100 million in the aggregate for the last two fiscal years with a minimum of $25 million in each year. For emerging growth companies presenting two fiscal years and qualifying under Alternative 2a, aggregate cash flow must total at least $100 million for the last two fiscal years with a minimum of $25 million in each year. NYSE IPO Guide 113
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NEW YORK STOCK EXCHANGE IPO Guide,
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Preface Congratulations on making i
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Introduction: Advantages of a NYSE
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Why go public? 1.1 Advantages of co
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3 The IPO process NYSE IPO Guide 31
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The IPO on-ramp under the JOBS Act
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The IPO on-ramp under the JOBS Act
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Page 123 and 124: Contributor profiles (SEC) register
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