Listing Additional Shares

Listing Additional Shares: NYSE Companies

For an NYSE company to issue additional shares, it must seek NYSE Euronext authorization and file a Supplemental Listing Application (“SLAP”). A memo from the company, signed by an authorized company official providing the Exchange with relevant information relating to the transaction(s), will satisfy the Exchange's application requirements. The memo should be addressed to the Exchange and should include the following information: 

  1. Company name,
  2. First six digits of the company's cusip number,
  3. Company's current NYSE ticker symbol,
  4. Description of each transaction,
  5. Number of shares and name of security to be issued or reserved for each transaction,
  6. Number of shares outstanding prior to this application (reflect treasury shares as a separate number, if any),
  7. Reference to documents filed or to be filed in support of the application (see 703.00),
  8. Reference to any other relevant public filing (i.e. Company Proxy, Prospectus, etc.). In review of the transaction(s), the Exchange may require additional information prior to authorization. The application and sufficient supporting documentation should be provided to the Exchange at least two weeks in advance of the required authorization date, and
  9. Indicate whether shareholder approval is required with respect to the issuance pursuant to Sections 303A.08 or 312.03 and, if required, the date such shareholder approval was obtained.

Here is a generic example of a supplemental application.

For questions regarding the listing of additional shares on the NYSE, please call 212-656-2701.

Listing Additional Shares: NYSE MKT Companies

For a NYSE MKT company to issue additional shares, companies must seek NYSE Euronext authorization and file an Application for Listing of Additional Shares ("LAS").

There are four basic steps in the additional listing process:

  1. A company decides to issue additional shares of a listed security
  2. The company submits an Application for Listing of Additional Shares ("LAS")—signed by an officer—along with supporting documentation and exhibits to: Corporate Compliance NYSE Regulation, Inc. 20 Broad Street, 23rd Floor New York, NY 10005
  3. NYSE MKT reviews and, if necessary, comments on the additional listing application. Please allow one to two weeks to complete the approval process.
  4. NYSE MKT approves the application.

Some transactions require the company to file an additional or substitution listing application, including:

  • Private Placement
  • Acquisition/Merger
  • Secondary Public Offering
  • Exchange Offer
  • Debt Restructuring
  • Stock Split
  • Stock Option Plan
  • Reverse Stock Split
  • Re-Incorporation
  • Reorganization
  • Change in Par Value

The Aggregation Test

To meet stockholder approval requirements (for example, Section 712 and 713 of the NYSE MKT Company Guide), NYSE MKT staff may aggregate two or more transactions when they constitute one larger transaction. Each aggregation scenario will undergo an individual "facts and circumstances" analysis, during which the following factors are considered:

  • Use of proceeds: Will the funds raised be used for the same or a related purpose, or will the funds raised in one transaction finance the other?
  • Timing: Was one transaction contemplated within close proximity, or even at the time of the other? *Please note that there is no "safe harbor." Generally, absent compelling factors, transactions that take place more than six months apart from each other will not be aggregated.
  • Commonality of investors: Is there a substantial overlap between the investors or other participants in the transactions?
  • Contingencies: Is one or more of the transactions contingent upon the completion of another of the transactions?
  • Single plan of financing: Do the transactions constitute a single plan of financing?

For questions regarding the listing of additional shares on the NYSE MKT, please contact Ed Newhart at 212-656-5756.