Alert December 02, 2014

Nasdaq Adopts New All-Inclusive Fee Structure and Fee Increases

Summary

Nasdaq has adopted amendments to its fee structure and fee rates for companies with securities listed on the Nasdaq Global Select, Global and Capital Markets. The amendments create a new all-inclusive annual listing fee structure. Companies that want to opt into the all‑inclusive annual listing fee structure for 2015 must make an irrevocable election not later than December 31, 2014. During a three-year transition period ending December 31, 2017, currently listed Nasdaq companies may elect to continue paying listing fees under the current structure, but the amendments increase those fees. Nasdaq‑listed companies should review their current and anticipated listing and other fees to determine whether they might benefit from opting into the new all‑inclusive fee structure.

A new fee structure and increased fee rates for the Nasdaq Global Select, Global and Capital Markets will become effective on January 1, 2015, subject to several transition provisions described below. All companies that list securities on these Nasdaq markets after January 1, 2015 will be subject to the all‑inclusive annual fee, subject to transitional relief for companies that apply to list on Nasdaq prior to January 1, 2015 but complete their listing after that date. Effective January 1, 2018, all Nasdaq-listed companies will be subject to the all‑inclusive annual fee.

Companies that are listed on the Nasdaq Global Select, Global or Capital Markets before January 1, 2015 and want to opt into the all‑inclusive annual listing fee structure for 2015 must complete and file the opt-in form available through the NASDAQ OMX Listing Center not later than December 31, 2014. Companies should be aware that this election is irrevocable. Companies that do not opt into the all‑inclusive annual fee will continue to be billed under the current annual fee structure for 2015, and will also continue to be subject to additional fees for listing additional shares, corporate actions and other Nasdaq regulatory fees, as applicable. Nasdaq‑listed companies should compare their current and anticipated listing and other fees under the current fee structure (using the new fee rates) with the fees payable under the new all‑inclusive fee structure to determine whether they might benefit from opting into the all‑inclusive fee structure. Further information is available in the Nasdaq Continued Listing Guide.

New All‑inclusive Fee. As shown in the tables below, the all‑inclusive annual fee for companies listed on the Nasdaq Global and Global Select Markets other than ADRs and closed-end funds will range from $45,000 to $155,000 for 2015. The all‑inclusive annual fee for companies listed on the Nasdaq Capital Market other than ADRs and closed-end funds will range from $42,000 to $75,000 for 2015.

Incentives for Opt-In. Under the all‑inclusive annual fee structure, companies will no longer be required to pay current Nasdaq fees for the issuance of additional shares of a listed class of securities, changes of corporate name or symbol, and other corporate changes that are currently subject to additional fees. The all‑inclusive fee structure also eliminates the current fees for written interpretations of Nasdaq listing rules under Nasdaq Rule 5602 and for review of a compliance plan by Nasdaq staff under Nasdaq Rule 5810. Note that companies that receive a delisting determination or public reprimand letter must still pay fees for review of that decision by an independent hearings panel or the Nasdaq Listing and Hearing Review Council. Companies will also continue to pay application and entry fees to list a new class of securities.

All‑Inclusive Fee Calculation Methodology. For companies with equity securities listed on the Nasdaq Global or Global Select Markets, the all‑inclusive annual listing fee for the year will be recalculated on an annual basis based on the aggregate number of all shares outstanding for each class of equity securities listed on the Nasdaq Global Select, Global and Capital Markets as of January 1 of that year, as shown in the company's periodic reports filed with the company's appropriate regulatory authority or in more recent information held by Nasdaq.

If a company with equity securities listed on the Nasdaq Capital Market has any equity securities listed on the Nasdaq Global or Global Select Markets, the shares listed on the Nasdaq Capital Market will be aggregated with those listed on the Nasdaq Global or Global Select Market, and the fees will be billed at the rates applicable to the Global or Global Select Markets rather than the Capital Market.

Transition Provisions. The new Nasdaq fee structure includes several transition provisions intended to make opting into the new all‑inclusive fee structure attractive. These transition provisions will apply to currently listed Nasdaq companies until the all‑inclusive fee structure becomes mandatory for all companies on January 1, 2018.  Nasdaq-listed companies should carefully review the new fee structure and rates and the transition provisions in light of their specific circumstances, including any plans to issue additional shares of common stock, to determine whether they would benefit from electing the new all‑inclusive fee or continuing to remain subject to the current standard fee structure (at the new rates) until the standard fee structure sunsets at the end of 2017. The transition provisions include the following:

  • Companies that elect the all‑inclusive annual fee beginning in 2015 will be billed for 2015, 2016 and 2017 based on the lower of (1) the company’s then-current total number of shares outstanding or (2) the total number of shares outstanding reflected in information held by Nasdaq as of December 31, 2014. As a result, the number of shares outstanding used to determine the company’s all‑inclusive annual fee will not be remeasured annually through 2017 and therefore the annual fee will not increase until at least January 1, 2018, regardless of any increase in the number of outstanding shares of a listed class during that period.
  • Companies that elect the all‑inclusive annual fee will not be billed for listing additional shares during 2014 after the date on which the Company files the required form to notify Nasdaq of its election. Additional listing fees for shares issued between the date of the company’s election and December 31, 2014, which otherwise would be billed during 2015, will be forgiven by Nasdaq.
  • Although the Nasdaq rules provide that companies that list after January 1, 2015 will be subject to the all‑inclusive annual fee, the all‑inclusive fee for companies that apply to list on Nasdaq before January 1, 2015 but complete their listing after that date will until December 31, 2017 be based on the lower of (1) the company’s then-current total number of shares outstanding or (2) the total number of shares outstanding as shown in information held by Nasdaq as of the date of listing. As a result, the number of shares outstanding used to determine these companies’ all‑inclusive annual fees will not be remeasured annually through 2017 and therefore the annual fees will not increase until at least January 1, 2018, regardless of any increase in the number of outstanding shares of a listed class. If the number of outstanding shares decreases in 2016 or 2017, the listing fees will be based on the lower number of shares outstanding.
  • Companies that apply to list on or after January 1, 2015 will be automatically subject to the all-inclusive annual listing fee schedule, without the fee caps described in the preceding paragraphs.

Fee Rate Increase for Current Fee Structure. The annual fees payable by Nasdaq-listed companies that elect to remain on the existing standard fee schedule will increase for 2015 as shown on the table below.

Other Nasdaq Fee Changes. Nasdaq has also adopted several clarifications that affect fees paid by listed companies. Among other changes, Nasdaq has codified its practice of prorating annual fees based on the month of a company’s listing. Nasdaq has also adopted amendments that clarify that if a company relists in the same year in which it had previously paid an annual fee, the company will not be subject to a second annual fee for that year. Another amendment clarifies that both standard annual listing fees and the new all‑inclusive listing fee, as applicable, will be prorated for companies that transfer between Nasdaq tiers based on the month of the company’s transfer, although Nasdaq will not refund any amount of the annual fee previously assessed or paid if the prorated fee for the new market tier is lower.

2014-2015 Nasdaq Listing Fees
(Standard Annual and All‑inclusive Fee Structures)

Nasdaq Global/Global Select Markets

Total Shares Outstanding

2014 Current Annual Fee*

2015 Current Annual Fee*

2015 New All‑inclusive Fee**

Up to 10 million shares

$35,000

$40,000

$45,000

10+ to 50 million shares

$37,500

$40,000

$55,000

50+ to 75 million shares

$46,500

$46,500

$75,000

75+ to 100 million shares

$68,500

$69,000

$100,000

100+ to 125 million shares

$89,000

$93,000

$125,000

125+ to 150 million shares

$89,000

$125,000

$135,000

Over 150 million shares

$99,500

$125,000

$155,000

Nasdaq Capital Market

Total Shares Outstanding

2014 Current Annual Fee*

2015 Current Annual Fee*

2015 New All‑inclusive Fee**

Up to 10 million shares

$32,000

$32,000

$42,000

10+ to 50 million shares

$32,000

$40,000

$55,000

Over 50 million shares

$32,000

$46,000

$75,000

*

The company must also pay listing of additional shares, record-keeping, substitution listing, and certain regulatory fees.

**

The company will not pay any additional listing of additional shares, record-keeping, substitution listing, or regulatory fees in connection with its continued listing.