New York Stock Exchange Listing Requirements

NYSE Listing Standards

Domestic listing requirements call for 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. Note that there are alternatives to the round lot-holders and pre-tax earnings standards. For a more complete discussion of the minimum numerical standards applicable to U.S. companies, see Section 102.00 of the Listed Company Manual.


Minimum Quantitative Standards:

Distribution and Size Criteria

Round-lot Holders (A)
(number of holders of a unit
of trading - - generally 100 shares) 400 U.S.
or:
Total Shareholders (A) 2,200
...together with:
Average Monthly Trading Volume
(for the most recent six months) 100,000 shares
or:
Total Shareholders (A) 500
...together with:
Average Monthly Trading Volume
(for the most recent 12 months) 1,000,000 shares
Public Shares (B) 1,100,000 outstanding
Market Value of
Public Shares (B,C):
Public Companies
$100 million
IPOs, Spin-offs, Carve-outs and Affiliated
Companies
$60 million
A company must have a closing price or, if listing in connection with an IPO, an IPO price per share of at least $4 at the time of initial listing.


Minimum Quantitative Standards: Financial Criteria


Earnings
Aggregate pretax earnings (D) over the last three years $10 million
Minimum in each of the 2 most recent years $2 million
(must be positive amount in the third year)
or:
Valuation with Cash Flow
For Companies with not less than $500 million in Global market capitalization and $100 million in revenues during the most recent 12 months:
Aggregate Operating Cash Flow(E) over the last three years
(each year must report a positive amount)
$25 million
or:
Pure Valuation
Revenues for the Most Recent Fiscal Year $75 million
Global Market Capitalization (F)
$750 million
or:
Affiliated Company Original distribution requirements as noted; market capitalization of $500 million or greater; entity must have 12 months of operations (although it is not required to have been a separate entity for that long); parent or affiliated company is a listed company in good standing; and parent or affiliated company retains control of the entity or is under common control with the entity.
or:
REITs (less than 3 years operating history) (B)
Stockholders' equity $60 million
or:
Funds (less than 3 years operating history) (B)
Net assets $60 million
(A) The number of beneficial holders of stock held in "street name" will be considered in addition to the holders of record. The Exchange will make 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 the NYSE's standards.
(C) If a company either has a significant concentration of stock or changing market forces have adversely impacted the public market value of a company that otherwise would qualify for an Exchange listing, such that its public market value is no more than 10 percent below the minimum, the Exchange 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) Average global market capitalization for already existing public companies is represented by the most recent six months of trading history. For IPOs, spin-offs and carve-outs, it is represented by the valuation of the company as represented by, in the case of a spin-off, the distribution ratio as priced, or, in the case of an IPO/carve-out, the as-priced offering in relation to the total company's capitalization.

Additional Considerations

In addition to meeting the minimum numerical standards listed above, there are other factors which must necessarily be considered. The company must be a going concern or be the successor to a going concern.

The Exchange has broad discretion regarding the listing of a company. The Exchange 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 the Exchange. Thus, the Exchange 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 Exchange. Such determination can be made even if the company meets the standards set forth above.


http://www.nyse.com/regulation/listed/1147474807344.html








FAQs on Section 303A (2004)
http://www.nyse.com/pdfs/section303Afaqs.pdf