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Notice2018-035892018-02-22

Self-Regulatory Organizations; Chicago Stock Exchange, Inc.; Order Setting Aside Action by Delegated Authority and Disapproving a Proposed Rule Change, as Modified by Amendments No. 1 and No. 2, Regarding the Acquisition of CHX Holdings, Inc. by North America Casin Holdings, Inc.

Securities and Exchange Commission

Action & Dates

Action
(1) The certificate of incorporation ("NA Casin Holdings Certificate") and bylaws ("NA Casin Holdings Bylaws") of NA Casin Holdings; \39\ (2) text of a proposed resolution of CHX Holdings' board of directors to waive certain ownership and voting limitations to permit the Proposed Transaction; \40\ (3) the proposed NA Casin Holdings Stockholders' Agreement,\41\ which includes transfer-of-share provisions for the upstream owners that provide a right of first offer, a right to acquire interest upon change of control, and a right to purchase new securities; and (4) put agreements between Saliba, NA Casin Group, and NA Casin Holdings ("Saliba Put Agreement"),\42\ Raptor, NA Casin Group, and NA Casin Holdings ("Raptor Put Agreement"),\43\ and Penserra, NA Casin Group, and NA Casin Holdings ("Penserra Put Agreement," and collectively with the Saliba and Raptor Put Agreements, the "Put Agreements").\44\ The Put Agreements would grant Saliba, Raptor, and Penserra, respectively, the right to compel NA Casin Holdings to purchase or arrange for an unspecified third party to purchase all or a portion of Saliba's, Raptor's, or Penserra's equity interest in NA Casin Holdings, respectively, during a 30-day window commencing two years after the close of the Proposed Transaction.\45\

Document Excerpt

Document Headings Document headings vary by document type but may contain the following: the agency or agencies that issued and signed a document the number of the CFR title and the number of each part the document amends, proposes to amend, or is directly related to the agency docket number / agency internal file number the RIN which identifies each regulatory action listed in the Unified Agenda of Federal Regulatory and Deregulatory Actions See the Document Drafting Handbook for more details. Securities and Exchange Commission [Release No. 34-82727; File No. SR-CHX-2016-20] I. Introduction On December 2, 2016, the Chicago Stock Exchange, Inc. (“CHX” or “Exchange”) filed with the Securities and Exchange Commission (“Commission” or “SEC”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Exchange Act”)  [ 1 ] and Rule 19b-4 thereunder, [ 2 ] a proposed rule change in connection with the proposed acquisition (“Proposed Transaction”) of CHX Holdings, Inc. (“CHX Holdings”) by North America Casin Holdings, Inc. (“NA Casin Holdings”). The Division of Trading and Markets, for the Commission pursuant to delegated authority, approved the proposed rule change as modified by CHX in Amendment No. 1. Pursuant to Section 4A of the Exchange Act, and Commission Rules of Practice, we have reviewed the action by the Division of Trading and Markets pursuant to delegated authority. As discussed in more detail below, during the period of our review, CHX further modified the proposed rule change in Amendment No. 2. In conducting a de novo review of the proposed rule change—through which CHX seeks to effect a change in ownership—the Commission is mindful of the important role national securities exchanges, such as CHX, play in the securities markets. [ 3 ] Not only do they operate trading markets, but registered national securities exchanges are also sel

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Citation: 83 FR 7793