Domestic listing requirements call for minimum financial criteria and minimum distribution of a company's shares within the United States. Distribution of shares can be attained through U.S. public offerings, acquisitions made in the U.S., or by other similar means.
(a) The number of beneficial holders of stock held in "street name" will be considered, in addition to the holders of record. NYSE will perform any necessary check of such holdings that are in the name of Exchange member organizations.
(b) In connection with initial public offerings, spin-offs and carve-outs, the NYSE will accept an undertaking from the company's underwriter to ensure that the offering will meet or exceed NYSE standards.
(c) If a company has either a significant concentration of stock, or changing market forces have adversely impacted the public market value of a company that would otherwise qualify for an Exchange listing such that its public market value is no more than 10 percent below the minimum, NYSE will consider stockholders' equity of $60 million or $100 million, as applicable, as an alternate measure of size.
(d) Pre-tax income is adjusted for various items as defined in Section
102.01C of the NYSE Listed Company Manual.
(e) Represents net cash provided by operating activities excluding the changes in working capital or in operating assets and liabilities, as adjusted for various items as defined in Section
102.01C of the NYSE Listed Company Manual.
(f) The most recent three months of trading history in the case of Pure Valuation with Revenues will represent the Global market capitalization for already existing public companies. For all other standards, the measurement is "point in time" for existing public companies. The measurement for IPOs and carve-outs is the as-priced offering in relation to the total company's capitalization. For spin-offs, the measurement the distribution ratio as priced representing the valuation of the company.
Distribution & Size Criteria
Must meet all 3 of the following: |
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Round-lot Holders |
400 U.S. |
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Public Shares |
1,100,000 outstanding |
Market Value of Public Shares for IPOs, Spin-offs,
Carve-outs, Affiliates All Other Listings |
$40 million
$100 million
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Stock Price Criteria
All issuers must have a $4 stock price at the time of listing. |
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Financial Criteria
Must meet 1 of the following standards: |
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Alternative #1: Earnings Test |
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Aggregate pre-tax income for the last 3 years |
$10 million |
Minimum in each of the 2 most recent years
Third year must be positive |
$2 million |
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OR |
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Aggregate pre-tax income for the last 3 years |
$12 million |
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Minimum in the most recent year |
$5 million |
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Minimum in the next most recent year |
$2 million |
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Alternative #2a: Valuation with Cash Flow |
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Global Market Capitalization |
$500 million |
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Revenues (most recent 12-month period) |
$100 million |
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Adjusted Cash Flow: |
Aggregate for the last 3 years
All 3 years must be positive |
$25 million |
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Alternative #2b: Pure Valuation with Revenues |
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Global Market Capitalization |
$750 million |
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Revenues (most recent fiscal year) |
$75 million |
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Alternative #3: Affiliated Company
For new entities with a parent or affiliated company listed on the NYSE |
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Global Market Capitalization |
$500 million |
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Operating History |
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 |
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Alternative #4: Assets and Equity |
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Global Market Capitalization |
$150 million |
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Total Assets |
$75 million |
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Stockholders' Equity |
$50 million |
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REITs |
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Stockholders' Equity |
$60 million |
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Funds and BDCs |
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Net Assets |
$60 million |
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SPACs
On a case-by-case basis, NYSE will consider listing acquisition companies with no prior operating history to conduct an initial public offering if the following criteria are met: |
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Proceeds held in trust upon IPO |
90% |
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Fair Market Value of Acquisitions |
80% of net assets |
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Aggregate Market Value |
$250 million |
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Market Value of Public Shares |
$200 million |
Additional Considerations
NYSE has broad discretion regarding the listing of a company. In addition to meeting the minimum numerical standards listed above, there are other factors which must be considered. The company must be a going concern or be the successor to a going concern. NYSE is committed to list only those companies that are suited for auction market trading and that have attained the status of being eligible for trading on NYSE. Thus, 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 NYSE. Such determination can be made even if the company meets the standards set forth above.