Self-Regulatory Organizations; The Depository Trust Company; Notice of Filing of Advance Notice To Raise Prefunded Liquidity Resources Through the Periodic Issuance and Private Placement of Senior Notes
Citation: "88 FR 60251"
Document Number: "Release No. 34-98227; File No. SR-DTC-2023-801"
Page Number: "60251"
"Notices"
Pursuant to section 806(e)(1) of title VIII of the Dodd-Frank Wall Street Reform and Consumer Protection Act entitled the Payment, Clearing, and Settlement Supervision Act of 2010 ("Clearing Supervision Act") /1/ and Rule 19b-4(n)(1)(i) under the Securities Exchange Act of 1934 ("Act"), /2/ notice is hereby given that on
FOOTNOTE 1 12 U.S.C. 5465(e)(1). END FOOTNOTE
FOOTNOTE 2 17 CFR 240.19b-4(n)(1)(i). END FOOTNOTE
I. Clearing Agency's Statement of the Terms of Substance of the Advance Notice
This advance notice is filed by DTC in connection with a proposal to raise prefunded liquidity resources through the periodic issuance and private placement of senior notes ("Debt Issuance"). The proceeds from the Debt Issuance would supplement DTC's existing default liquidity risk management resources, as described in greater detail below. /3/
FOOTNOTE 3 Capitalized terms not defined herein are defined in the Rules, By-Laws and Organization Certificate of DTC ("Rules") available at www.dtcc.com/~/media/Files/Downloads/legal/rules/dtc_rules.pdf. END FOOTNOTE
II. Clearing Agency's Statement of the Purpose of, and Statutory Basis for, the Advance Notice
In its filing with the Commission, the clearing agency included statements concerning the purpose of and basis for the Advance Notice and discussed any comments it received on the Advance Notice. The text of these statements may be examined at the places specified in Item IV below. The clearing agency has prepared summaries, set forth in sections A and B below, of the most significant aspects of such statements.
(A)
Written comments on the advance notice have not been solicited or received. DTC will notify the Commission of any written comments received by DTC.
(B) Advance Notice Filed Pursuant to Section 806(e) of the Clearing Supervision Act
Description of Proposed Change
DTC is proposing to raise prefunded liquidity through the periodic issuance and private placement of senior notes to qualified institutional investors in an aggregate amount not to exceed
FOOTNOTE 4 See Securities Exchange Act Release Nos. 82377 (
FOOTNOTE 5 Capitalized terms not defined herein are defined in the Rules, By-Laws and Organization Certificate of DTC ("Rules") available at www.dtcc.com/~/media/Files/Downloads/legal/rules/dtc_rules.pdf. See also Securities Exchange Act Release No. 80605 (
More precisely, while the specific terms of any future Debt Issuance would depend on a number of factors, as described in greater detail below, DTC is requesting the authority to use the proceeds of any Debt Issuance as default liquidity. /6/
FOOTNOTE 6 In addition to default liquidity, DTC may use the proceeds of a Debt Issuance to prepay a prior Debt Issuance before maturity but would not use the proceeds for any other purpose. DTC filed as a confidential exhibit to this filing a sample term sheet that may be indicative of the possible terms of any future Debt Issuance. END FOOTNOTE
DTC, along with its affiliates,
FOOTNOTE 7 Supra note 4. Each of the Clearing Agencies is a wholly-owned subsidiary of
FOOTNOTE 8 Id. END FOOTNOTE
The proposed Debt Issuance would provide DTC with an additional source of default liquidity, which would allow it to diversify its sources of default liquidity and mitigate risks to DTC that it is unable to secure default liquidity resources in an amount necessary to meet its liquidity needs. DTC utilizes certain rules-based tools, including the Net Debit Cap and the Collateral Monitor, to manage the liquidity risks its Participants' present to it. /9/ These two controls work together to protect the DTC settlement system in the event of a Participant default. The Collateral Monitor requires net debit settlement obligations, as they accrue intraday, to be fully collateralized and the Net Debit Cap limits the amount of any Participant's net debit settlement obligation to an amount that can be satisfied with DTC's default liquidity resources. As stated above, DTC currently maintains two key default liquidity resources to draw upon in the event of a Participant default: cash deposits to its
FOOTNOTE 9 A description of the calculation of each Participant's Net Debit Cap and Collateral Monitor is available in the Settlement Service Guide. See DTC Settlement Service Guide, available at www.dtcc.com/-/media/Files/Downloads/legal/service-guides/Settlement.pdf. END FOOTNOTE
FOOTNOTE 10 Under DTC Rule 10 (Discretionary Termination) and DTC Rule 11 (Mandatory Termination), a Participant will be in default if it fails to pay any amount due to DTC within specified timeframes, including the failure to fund a settlement obligation, to pay required deposits to the
Terms of the Debt Issuance. DTC does not have immediate plans to initiate the Debt Issuance. The timing of a Debt Issuance would depend on a number of factors, including, for example, market conditions for the issuance of senior notes and the timing of any changes to DTC's liquidity needs. However, when it determines to do so it would engage a trustee and underwriting banks to issue the senior notes to qualified institutional investors through a private placement and offering in reliance on an exemption from registration under section 4(a)(2) of the Securities Act of 1933. /11/ DTC would be party to certain transaction documents in connection with each issuance and private placement, including an indenture with the trustee and purchase agreements. The purchase agreements would each be based on the standard form of dealer agreement for similar debt issuances, which is published by the
FOOTNOTE 11 15 U.S.C. 77d(a)(2). END FOOTNOTE
While the anticipated material terms and conditions of a future Debt Issuance are summarized below, the actual terms of a future Debt Issuance would depend on a number of factors, including DTC's liquidity needs and the debt market conditions at the time of issuance. Therefore, with the exception of the authorized aggregate amount that DTC may issue of
DTC is proposing to issue up to an aggregate amount of
DTC estimates that each issuance would be in an amount between approximately
FOOTNOTE 12 If market conditions at the time of the inaugural issuance are favorable, DTC may issue an initial aggregate amount of more than
The senior notes would be represented by unsecured, unsubordinated and non-convertible medium-term and long-term global notes held in the name of DTC (as the central securities depository) or its nominee,
DTC expects the average maturity of the senior notes issued under the Debt Issuance would be no shorter than approximately two years and no longer than approximately ten years, which are the typical lengths of medium-term and long-term debt. DTC does not believe maturities over ten years would be suitable as debt with longer maturities are generally more expensive to issue and may present higher risks related to interest rates. DTC would time each debt issuance and stagger maturity dates of each issuance in order to ladder the maturities. DTC would have the ability to make use of optional features to redeem the issued senior notes, in whole or in part, at any time prior to the maturity date of notes. More specifically, DTC would have the option to prepay any amount of principal owed on the issued senior notes before such payment is due, i.e., before the maturity date.
DTC would hold the proceeds from the Debt Issuance in either its cash deposit account at the
FOOTNOTE 13 See Securities Exchange Act Release Nos. 79528 (
DTC Liquidity Risk Management. DTC's liquidity needs for settlement are driven by protecting DTC against the possibility that a Participant may fail to pay its settlement obligations on a business day. The tools available to DTC under its Rules (e.g., the
FOOTNOTE 14 Supra note 4. END FOOTNOTE
As noted above, the Framework describes DTC's liquidity risk management strategy, which is designed to maintain sufficient liquid resources to complete system-wide settlement on each business day, with a high degree of confidence and notwithstanding the failure to settle of the Participant, or affiliated family of Participants, with the largest settlement obligation. /15/ The Framework also describes how DTC meets its requirement to hold qualifying liquid resources, as such term is defined in Rule 17Ad-22(a)(14) under the Securities Exchange Act of 1934 ("Act"), /16/ sufficient to meet its minimum liquidity resource requirement in each relevant currency for which it has payment obligations owed to its Participants. DTC considers each of its existing default liquidity resources to be qualifying liquid resources, and the proceeds from the Debt Issuance would also be default liquidity that is considered a qualifying liquid resource.
FOOTNOTE 15 Supra note 5. END FOOTNOTE
FOOTNOTE 16 17 CFR 240.17Ad-22(a)(14). END FOOTNOTE
The proceeds from the Debt Issuance would provide DTC with additional, prefunded, and readily available qualifying liquid resources to be used to complete system-wide settlement if a Participant defaults. For DTC, the
By diversifying DTC's sources of qualifying liquid resources, the Debt Issuance could also mitigate concentration risks related to its liquidity providers. More specifically, while DTC would not limit the potential qualified institutional investors that purchase senior notes and, therefore, is not able to ensure that the Debt Issuance would reduce concentration risk, the types of entities who typically invest in senior notes (for example, insurance companies, asset managers and pension funds) are generally not Participants of DTC or lenders under the Line of Credit. Therefore, the prospective investors in the senior notes are not expected to be the same firms that currently provide any material amount of default liquidity resources to DTC either through the Line of Credit, or as DTC Participants. In this way, the proposed Debt Issuance would reduce the concentration risk related to its liquidity providers, by reducing the likelihood that an impairment of a liquidity provider to perform under one qualifying liquid resource would impact DTC's ability to fully access its other qualifying liquid resources.
Anticipated Effect on and Management of Risk
In connection with its role as a central securities depository ("CSD"), DTC provides for both the settlement of book-entry transfer and pledge of interests in eligible deposited securities and net funds settlement. A financially strong and well-managed, well-designed CSD, with appropriate risk management arrangements, can reduce the risk faced by participants, contributing to the goal of systemic financial stability. In order to sufficiently perform this role, it is critical that DTC has access to adequate liquidity resources to enable it to complete system-wide settlement every business day, including following a Participant default. DTC believes that the overall impact of the proposed Debt Issuance on risks presented by DTC would be to reduce the liquidity risks associated with DTC's net settlement obligations by providing it with an additional source of liquidity to complete system-wide settlement in the event of a Participant default. DTC further believes that a reduction in its liquidity risk would reduce systemic risk and would have a positive impact on the safety and soundness of the wider financial system.
While the proposed Debt Issuance, like any liquidity resource, would involve certain risks, most of these risks are standard in any debt issuance. One risk associated with the proposed Debt Issuance would be the risk that DTC does not have sufficient funds to repay issued senior notes when the notes mature. DTC believes that this risk is extremely remote, as the proceeds of the Debt Issuance would be used only in the event of a Participant default, and DTC would replenish that cash, as it would replenish any of its liquidity resources that are used to facilitate settlement in the event of a Participant default, with the proceeds of the close out of that defaulted Participant's portfolio. This notwithstanding, in the event that proceeds from the close out are insufficient to fully repay a liquidity borrowing, then DTC would look to its loss waterfall to repay any outstanding liquidity borrowings. /17/ DTC would further mitigate this risk through the timing of each debt issuance and by staggering the maturity dates of the issued senior notes in a way that would provide DTC with time to complete the close out of a defaulted Participant's portfolio. A second risk is that DTC may be unable to issue new senior notes as issued notes mature due to, for example, stressed markets at the time the issued debt matures. This risk is mitigated by the fact that DTC maintains a number of different default liquidity resources, described above, and would not depend on the Debt Issuance as its sole source of liquidity.
FOOTNOTE 17 See Rule 4 (
DTC may be exposed to interest rate risk, which is the risk that a change in interest rates could cause an increase to the net cost of carry of the Debt Issuance. /18/ DTC would mitigate this risk by issuing senior notes at different maturities and at both fixed interest rates and floating interest rates. The interest rates for the senior notes issued at floating interest rates would generally correlate with the rates on investments of those proceeds /19/ and would be expected to result in a largely stable net spread between the borrowing interest rate and the investment interest rate, mitigating this risk. For the senior notes issued with a fixed interest rate, DTC would consider interest rate swaps as a method to mitigate interest rate risk, depending on market environment at that time.
FOOTNOTE 18 The "net cost of carry" generally refers to the difference between the interest earned on the invested proceeds of an issuance and the interest rate paid on that issuance. END FOOTNOTE
FOOTNOTE 19 See supra note 12. END FOOTNOTE
DTC could also face a related financial risk that the expense of a Debt Issuance exceeds DTC's income and may have a negative impact on DTC's financial health or its creditworthiness. DTC would mitigate this risk by evaluating the expected net cost of carry (discussed above) of a Debt Issuance prior to issuing any debt, and if the financing costs for the issuance of senior notes increase, such that it is not financially advisable to issue additional senior notes, then DTC may determine to use its alternative liquidity resources to meet its liquidity needs during those market conditions.
DTC believes that the significant systemic risk mitigation benefits of providing DTC with additional, prefunded liquidity resources outweigh these risks.
Consistency With Clearing Supervision Act
DTC believes that that proposal would be consistent with Title VIII of the Dodd-Frank Wall Street Reform and Consumer Protection Act entitled the Payment, Clearing, and Settlement Supervision Act of 2010 ("Clearing Supervision Act"), specifically with the risk management objectives and principles of section 802(b)(1), and with certain of the risk management standards adopted by the Commission pursuant to section 805(a)(2), for the reasons described below. /20/
FOOTNOTE 20 12 U.S.C. 5464(a)(2) and (b)(1). END FOOTNOTE
(i) Consistency With Section 805(b)(1) of the Clearing Supervision Act
Although the Clearing Supervision Act does not specify a standard of review for an advance notice, its stated purpose is instructive: to mitigate systemic risk in the financial system and promote financial stability by, among other things, promoting uniform risk management standards for systemically important financial market utilities and strengthening the liquidity of systemically important financial market utilities. /21/
FOOTNOTE 21 12 U.S.C. 5464(b)(1). END FOOTNOTE
DTC believes the proposal is consistent with section 805(b)(1) of the Clearing Supervision Act because it would support the mitigation of systemic risk in the financial system and promote financial stability in the event of a Participant default by strengthening DTC's liquidity. The proposed Debt Issuance is designed to reduce DTC's liquidity risks by providing it with an additional source of liquidity to complete system-wide settlement in the event of a Participant default. By supplementing DTC's existing default liquidity resources with prefunded liquidity, the proposal would contribute to DTC's goal of assuring that DTC has adequate liquidity resources to meet its settlement obligations notwithstanding the default of any of its Participants.
In its critical role as a CSD, DTC provides for both the settlement of book-entry transfer and pledge of interests in eligible deposited securities and net funds settlement. In order to sufficiently perform this role, it is critical that DTC has access to adequate liquidity resources to enable it to complete system-wide settlement every business day, including following a Participant default. Therefore, a reduction in DTC's liquidity risk would reduce systemic risk and would have a positive impact on the safety and soundness of the wider financial system.
As a result, DTC believes the proposed Debt Issuance would be consistent with the objectives and principles of section 805(b)(1) of the Clearing Supervision Act, which specify the promotion of robust risk management, promotion of safety and soundness, reduction of systemic risks and support of the stability of the broader financial system by, among other things, strengthening the liquidity of systemically important financial market utilities, such as DTC.
(ii) Consistency With Rule 17Ad-22(e)(7)(i) and (ii) Under the Act
Section 805(a)(2) of the Clearing Supervision Act authorizes the Commission to prescribe risk management standards for the payment, clearing and settlement activities of designated clearing entities, like DTC, and financial institutions engaged in designated activities for which the Commission is the supervisory agency or the appropriate financial regulator. /22/ The Commission has accordingly adopted risk management standards under section 805(a)(2) of the Clearing Supervision Act /23/ and section 17A of the Act ("Covered Clearing Agency Standards"). /24/ The Covered Clearing Agency Standards require covered clearing agencies to establish, implement, maintain, and enforce written policies and procedures that are reasonably designed to meet certain minimum requirements for their operations and risk management practices on an ongoing basis. /25/
FOOTNOTE 22 12 U.S.C. 5464(a)(2). END FOOTNOTE
FOOTNOTE 23 Id. END FOOTNOTE
FOOTNOTE 24 17 CFR 240.17Ad-22(e). END FOOTNOTE
FOOTNOTE 25 Id. END FOOTNOTE
DTC believes that the proposed Debt Issuance is consistent with Rule 17Ad-22(e)(7)(i) and (ii) of the Covered Clearing Agency Standards for the reasons described below. /26/
FOOTNOTE 26 17 CFR 240.17Ad-22(e)(7)(i), (ii). END FOOTNOTE
Rule 17Ad-22(e)(7)(i) under the Act requires that DTC establish, implement, maintain and enforce written policies and procedures reasonably designed to maintain sufficient liquid resources at the minimum in all relevant currencies to effect same-day and, where appropriate, intraday and multiday settlement of payment obligations with a high degree of confidence under a wide range of foreseeable stress scenarios that includes, but is not limited to, the default of the participant family that would generate the largest aggregate payment obligation for the covered clearing agency in extreme but plausible market conditions. /27/ Rule 17Ad-22(e)(7)(ii) under the Act requires that DTC establish, implement, maintain and enforce written policies and procedures reasonably designed to hold qualifying liquid resources sufficient to meet the minimum liquidity resource requirement under Rule 17Ad-22(e)(7)(i) in each relevant currency for which DTC has payment obligations owed to its Participants. /28/
FOOTNOTE 27 17 CFR 240.17Ad-22(e)(7)(i). END FOOTNOTE
FOOTNOTE 28 17 CFR 240.17Ad-22(e)(7)(ii). For purposes of this Rule, "qualifying liquid resources" are defined in Rule 17Ad-22(a)(14) as including, in part, cash held either at the central bank of issue or at creditworthy commercial banks. 17 CFR 240.17Ad-22(a)(14). END FOOTNOTE
As described above, the proposed Debt Issuance would provide DTC with an additional resource of prefunded default liquidity, which it would use to complete system-wide settlement every business day, including following a Participant default. The proceeds of the Debt Issuance would be cash held by DTC at either its cash deposit account at the FRBNY or at a creditworthy commercial bank, pursuant to the Clearing Agency Investment Policy. /29/ Therefore, the proceeds of the Debt Issuance would be considered a qualifying liquid resource, as defined by Rule 17Ad-22(a)(14). /30/ As such, the proposed Debt Issuance would support DTC's ability to hold sufficient qualifying liquid resources to meet its minimum liquidity resource requirement under Rule 17Ad-22(e)(7)(i). /31/
FOOTNOTE 29 Supra note 13. END FOOTNOTE
FOOTNOTE 30 17 CFR 240.17Ad-22(a)(14). END FOOTNOTE
FOOTNOTE 31 17 CFR 240.17Ad-22(e)(7)(i). END FOOTNOTE
For these reasons, DTC believes the proposal would support DTC's compliance with Rule 17Ad-22(e)(7)(i) and (ii) by providing it with an additional qualifying liquid resource. /32/
FOOTNOTE 32 17 CFR 240.17Ad-22(e)(7)(i), (ii). END FOOTNOTE
III. Date of Effectiveness of the Advance Notice, and Timing for Commission Action
The proposed change may be implemented if the Commission does not object to the proposed change within 60 days of the later of (i) the date that the proposed change was filed with the Commission or (ii) the date that any additional information requested by the Commission is received. The clearing agency shall not implement the proposed change if the Commission has any objection to the proposed change.
The Commission may extend the period for review by an additional 60 days if the proposed change raises novel or complex issues, subject to the Commission providing the clearing agency with prompt written notice of the extension. A proposed change may be implemented in less than 60 days from the date the advance notice is filed, or the date further information requested by the Commission is received, if the Commission notifies the clearing agency in writing that it does not object to the proposed change and authorizes the clearing agency to implement the proposed change on an earlier date, subject to any conditions imposed by the Commission.
The clearing agency shall post notice on its website of proposed changes that are implemented.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the Advance Notice is consistent with the Clearing Supervision Act. Comments may be submitted by any of the following methods:
Electronic Comments
* Use the Commission's internet comment form
(https://www.sec.gov/rules/sro.shtml); or
* Send an email to [email protected]. Please include file number SR-DTC-2023-801 on the subject line.
Paper Comments
* Send paper comments in triplicate to Secretary,
All submissions should refer to file number SR-DTC-2023-801. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's internet website (https://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the Advance Notice that are filed with the Commission, and all written communications relating to the Advance Notice between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for website viewing and printing in the
Do not include personal identifiable information in submissions; you should submit only information that you wish to make available publicly. We may redact in part or withhold entirely from publication submitted material that is obscene or subject to copyright protection. All submissions should refer to File Number SR-DTC-2023-801 and should be submitted on or before
For the Commission, by the
FOOTNOTE 33 17 CFR 200.30-3(a)(91). END FOOTNOTE
Deputy Secretary.
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